CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor



                          MIDLAND LOAN SERVICES, INC.,
                                    Servicer



                             LENNAR PARTNERS, INC.,
                                Special Servicer



                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee



                         POOLING AND SERVICING AGREEMENT

                           Dated as of August 1, 2001



                                 $1,178,380,722
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2001-CP4



<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms................................................
Section 1.02  Certain Calculations.........................................
Section 1.03  Loan Identification Convention...............................

                                   ARTICLE II

                             CONVEYANCE OF LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Loans..........................................
Section 2.02  Acceptance by Trustee........................................
Section 2.03  Representations, Warranties and Covenants of the
              Depositor; Repurchase of Loans by the Mortgage Loan
              Sellers for Defects in Mortgage Files and Breaches of
              Representations and Warranties...............................
Section 2.04  Execution of Certificates....................................

                                   ARTICLE III

                               ADMINISTRATION AND

                           SERVICING OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer; Special Servicer to Act as
              Special Servicer; Administration of the Loans................
Section 3.02  Collection of Loan Payments..................................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
              Servicing Accounts...........................................
Section 3.04  The Collection Account, Distribution Account and Excess
              Interest Distribution Account................................
Section 3.05  Permitted Withdrawals from the Collection Account and the
              Distribution Account.........................................
Section 3.06  Investment of Funds in the Collection Account, Servicing
              Accounts, Cash Collateral Accounts, Lock-Box Accounts,
              the Interest Reserve Account and the REO Account.............
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
              and Fidelity Coverage........................................
Section 3.08  Enforcement of Due-On-Sale and Due-On-Encumbrance
              Clauses; Assumption Agreements; Defeasance Provisions........
Section 3.09  Realization upon Defaulted Loans.............................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.11  Servicing Compensation.......................................
Section 3.12  Reports to the Trustee; Collection Account Statements........
Section 3.13  Annual Statement as to Compliance............................
Section 3.14  Reports by Independent Public Accountants....................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Sale of Defaulted Loans and REO Properties...................
Section 3.19  Additional Obligations of the Servicer and Special
              Servicer; Inspections; Appraisals............................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Servicer and Special
              Servicer; Record Keeping; Asset Status Report................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations, Warranties and Covenants of the Servicer....
Section 3.24  Representations, Warranties and Covenants of the Special
              Servicer.....................................................
Section 3.25  Servicing of the Crystal Pavilion/Petry Building Loan........
Section 3.26  Limitation on Liability of the Directing
              Certificateholder............................................
Section 3.27  Reports to the Securities and Exchange Commission;
              Available Information........................................
Section 3.28  Lock-Box Accounts and Servicing Accounts.....................
Section 3.29  Interest Reserve Account.....................................
Section 3.30  Limitations on and Authorizations of the Servicer and
              Special Servicer with Respect to Certain Loans...............
Section 3.31  REMIC Administration.........................................
Section 3.32  Servicer and Special Servicer May Own Certificates...........
Section 3.33  Servicing of the Landmark Non-Pooled Portion.................

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; Reports by Trustee;
              Other Information Available to the Holders and Others........
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Collateral Support Deficit.....................
Section 4.05  Appraisal Reductions.........................................
Section 4.06  Reserved.....................................................
Section 4.07  Grantor Trust Reporting......................................

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration of Transfer and Exchange of Certificates........
Section 5.03  Book-Entry Certificates......................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05  Persons Deemed Owners........................................
Section 5.06  Access to Certificateholders' Names and Addresses............

                                   ARTICLE VI

                               THE DEPOSITOR, THE

                        SERVICER AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Servicer and the Special
              Servicer.....................................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
              Servicer or the Special Servicer.............................
Section 6.03  Limitation on Liability of the Trustee, the Depositor,
              the Servicer, the Special Servicer and Others................
Section 6.04  Servicer and Special Servicer Not to Resign..................
Section 6.05  Rights of the Depositor in Respect of the Servicer and
              the Special Servicer.........................................

                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Servicer and Special Servicer
              Termination..................................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders...........................
Section 7.04  Waiver of Events of Default..................................
Section 7.05  Trustee Advances.............................................

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee............................................
Section 8.02  Certain Matters Affecting the Trustee........................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
              Certificates or Loans........................................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of Trustee.....
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of the Trustee.......................
Section 8.08  Successor Trustee............................................
Section 8.09  Merger or Consolidation of Trustee...........................
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  [Reserved]...................................................
Section 8.12  Access to Certain Information................................
Section 8.13  Representations, Warranties and Covenants of the Trustee.....

                                   ARTICLE IX

                       TERMINATION; PURCHASE OF ARD LOANS

Section 9.01  Termination Upon Repurchase or Liquidation of All Loans......
Section 9.02  Additional Termination Requirements..........................
Section 9.03  Purchase of ARD Loans........................................

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment....................................................
Section 10.02 Recordation of Agreement; Counterparts.......................
Section 10.03 Limitation on Rights of Certificateholders...................
Section 10.04 Governing Law................................................
Section 10.05 Notices......................................................
Section 10.06 Severability of Provisions...................................
Section 10.07 Grant of a Security Interest.................................
Section 10.08 Successors and Assigns; Beneficiaries........................
Section 10.09 Article and Section Headings.................................
Section 10.10 Notices to Rating Agencies...................................



<PAGE>



                                    EXHIBITS

A-1           Form of Class A Certificate
A-2           Form of Class A-CP Certificate
A-3           Form of Class A-X Certificate
A-4           Form of Class B Certificate
A-5           Form of Class C and Class D Certificate
A-6           Form of Class E, Class F, Class G, Class H and Class J
              Global Certificate
A-7           Form of Class K, Class L, Class M and Class N Definitive
              Certificate
A-8           Form of Class V Certificate
A-9           Form of Residual Certificate
A-10          Form of Class LM Certificate
B             Mortgage Loan Schedule
C-1           Form of QIB Investment Representation Letter - Qualified
              Institutional Buyer
C-2           Form of Regulation S Investment Representation Letter -
              Non-U.S. Person
C-3           Form of Investment Representation Letter - Institutional
              Accredited Investor
D-1           Form of Transfer Affidavit
D-2           Form of Transferor Letter
E             List of Mezzanine Loans
F             Form of Request for Release
G-1           Form of Comparative Financial Status Report
G-2           Form of Delinquent Loan Status Report
G-3           Form of Historical Loan Modification Report
G-4           Form of Historical Loss Estimate Report
G-5           Form of REO Status Report
G-6           Form of Servicer Watch List
G-7           Form of Operating Statement Analysis Report
G-8           Form of NOI Adjustment Worksheet
G-9           Form of Loan Set-Up File
G-10          Form of Loan Periodic Update File
G-11          Form of Property File
G-12          Form of Bond Level File
G-13          Form of Collateral Summary File
H             Form of Affidavit of Lost Note
I             Investor Certification
J             Underwritten Debt Service Coverage Ratios
K             Form of Report Regarding Advances
L             Form of Notice and Certification



<PAGE>



            This Pooling and Servicing Agreement (the "Agreement"), is dated as
of August 1, 2001, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor, MIDLAND LOAN SERVICES, INC., as Servicer, LENNAR PARTNERS, INC.,
as Special Servicer, and WELLS FARGO BANK MINNESOTA, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust") to be
created hereunder, the primary assets of which will be a pool of 130 multifamily
and commercial mortgage loans listed on Exhibit B hereto. As provided herein,
the Trustee shall elect or shall cause an election to be made that each of the
Upper-Tier REMIC, the Lower-Tier REMIC, the Landmark Loan REMIC and the Crystal
Pavilion/Petry Building Loan REMIC (each as defined herein) be treated for
federal income tax purposes as a "real estate mortgage investment conduit" (a
"REMIC"). The (i) Excess Interest and the Excess Interest Distribution Account
and (ii) Crystal Pavilion/Petry Building Loan REMIC Residual Interest, the
Landmark Loan REMIC Residual Interest and the Lower-Tier REMIC Residual Interest
shall not be assets of any REMIC but shall be treated as assets of a grantor
trust under Subpart E, Part I of Subchapter J of the Code. The Class V
Certificates will represent undivided beneficial interests in the portion of the
Trust Fund consisting of the Excess Interest and the Excess Interest
Distribution Account. The Class LR Certificates will represent undivided
beneficial interests in the portion of the Trust Fund consisting of the Crystal
Pavilion/Petry Building Loan REMIC Residual Interest, the Landmark Loan REMIC
Residual Interest and the Lower-Tier REMIC Residual Interest.

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Lower-Tier
REMIC Regular Interests and the proceeds thereof as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as the
"Upper-Tier REMIC." The Class A-1, Class A-2, Class A-3, Class A-4, Class A-X,
Class A-CP, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N and Class O Certificates and the Class
LM-1, Class LM-2 and Class LM-3 Participation Certificate will evidence "regular
interests" in the Upper-Tier REMIC created hereunder. The sole Class of
"residual interests" in the Upper-Tier REMIC created hereunder will be evidenced
by the Class R Certificates. The following table sets forth the designation, the
initial pass-through rate (the "Pass-Through Rate"), the aggregate initial
principal amount (the "Original Certificate Balance") or notional balance
("Original Notional Balance"), as applicable, and the initial ratings given each
Class (as indicated below) by the Rating Agencies (as defined herein) for each
Class of certificates comprising the interests in the Upper-Tier REMIC created
hereunder:

                                UPPER-TIER REMIC

                                           Original
                                          Certificate
                                        Balance (or, in
                                        the case of the
                                       Class A-X or A-CP
                                         Certificates,          Initial
    Class                              Original Notional      Ratings(1)
 Designation       Pass-Through Rate       Balance)            Fitch/S&P
-------------      -----------------   -----------------      ----------

Class A-1               5.2600%          $102,000,000         AAA/AAA
Class A-2               5.8700%           $86,900,000         AAA/AAA
Class A-3               6.0500%          $110,000,000         AAA/AAA
Class A-4               6.1800%          $611,399,000         AAA/AAA
Class A-X                 (2)           $1,178,380,722(4)     AAA/AAA
Class A-CP                (3)            $757,237,000(4)      AAA/AAA
 Class B                6.3300%           $61,865,000          AA/AA
 Class C                6.4900%           $45,662,000           A/A
 Class D                6.6100%           $22,094,000          A-/A-
 Class E                  (5)             $16,203,000        BBB+/BBB+
 Class F                  (6)             $16,203,000         BBB/BBB
 Class G                  (7)             $11,784,000        BBB-/BBB-
 Class H                6.0000%           $22,094,000         BB+/BB+
 Class J                6.0000%           $19,149,000          BB/BB
 Class K                6.0000%           $10,311,000         BB-/BB-
 Class L                6.0000%            $8,838,000          B+/B+
 Class M                6.0000%            $7,365,000           B/B
 Class N                6.0000%            $5,892,000          B-/B-
 Class O                                  $20,621,722          NR/NR
Class LM-1                (8)             $9,900,000           NR/NR
Class LM-2                (9)             $11,000,000          NR/NR
Class LM-3               (10)             $12,171,669          NR/NR
 Class R               None(11)            None(11)

----------
(1)   The Certificates marked "NR" have not been rated by the applicable Rating
      Agency.
(2)   The Class A-X Pass-Through Rate, as defined herein.
(3)   The Class A-CP Pass-Through Rate, as defined herein.
(4)   Original Notional Balance. The Class A-X and Class A-CP Certificates will
      not have a Certificate Balance and will not be entitled to receive
      distributions of principal.
(5)   The lesser of 6.9800% and the Weighted Average Net Mortgage Rate.
(6)   The lesser of 7.0800% and the Weighted Average Net Mortgage Rate.
(7)   The lesser of 7.5300% and the Weighted Average Net Mortgage Rate.
(8)   The Class LM-1 Pass-Through Rate, as defined herein.
(9)   The Class LM-2 Pass-Through Rate, as defined herein.
(10)  The Class LM-3 Pass-Through Rate, as defined herein.
(11)  The Class R Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Yield Maintenance Charges. Any Available Distribution Amount remaining
      in the Upper-Tier Distribution Account after all required distributions
      under this Agreement have been made to each other Class of Certificates
      will be distributed to the Holders of the Class R Certificates.

            As provided herein, the Trustee shall elect or shall cause an
election to be made to treat the Crystal Pavilion/Petry Building Loan and the
Landmark Loan (the "Loan REMIC Loans") as single-loan REMICs (each, a "Loan
REMIC"). The Loan REMIC Regular Interests will evidence the "regular interests"
in the related Loan REMIC and will be held as assets of the Lower-Tier REMIC.
The sole class of Loan REMIC Residual Interests in the Crystal Pavilion/Petry
Building Loan REMIC and the Landmark Loan REMIC will be evidenced by the Class
LR Certificates. As provided herein, the Trustee shall elect or cause an
election to be made to treat the segregated pool of assets consisting of the
Loans (other than the Loan REMIC Loans) and the Loan REMIC Regular Interests
(exclusive of Excess Interest and the Excess Interest Distribution Account) and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
the "Lower-Tier REMIC." The Class LA-1, Class LA-2, Class LA-3, Class LA-4A,
Class LA-4B, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class
LH, Class LJ, Class LK, Class LL, Class LM, Class LN, Class LO, Class LLM-1,
Class LLM-2 and Class LLM-3 Uncertificated Interests will evidence "regular
interests" in the Lower-Tier REMIC (the "Lower-Tier REMIC Regular Interests")
created hereunder. The sole Class of "residual interests" in the Lower-Tier
REMIC created hereunder will be evidenced by the Class LR Certificates.

            The following table sets forth the initial Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests:

                                LOWER-TIER REMIC

                                                    Original Lower-Tier
     Class                  Interest Rate            Principal Amount
---------------             -------------           -------------------

Class LA-1                     (1)                  $102,000,000
Class LA-2                     (1)                   $86,900,000
Class LA-3                                          $110,000,000
Class LA-4A                    (1)                   $16,189,000
Class LA-4B                    (1)                  $595,210,000
 Class LB                      (1)                   $61,865,000
 Class LC                      (1)                   $45,662,000
 Class LD                      (1)                   $22,094,000
 Class LE                      (1)                   $16,203,000
 Class LF                      (1)                   $16,203,000
 Class LG                      (1)                   $11,784,000
 Class LH                      (1)                   $22,094,000
 Class LJ                      (1)                   $19,149,000
 Class LK                      (1)                   $10,311,000
 Class LL                      (1)                    $8,838,000
 Class LM                      (1)                    $7,365,000
 Class LN                      (1)                    $5,892,000
 Class LO                      (1)                   $20,621,722
Class LLM-1                    (2)                    $9,900,000
Class LLM-2                    (2)                   $11,000,000
Class LLM-3                    (2)                   $12,171,669
 Class LR                    None(3)

----------
(1)   The interest rate of each of the indicated Classes of Uncertificated
      Lower-Tier Interests is the Weighted Average Net Mortgage Rate.
(2)   The Class LLM-1, Class LLM-2 and Class LLM-3 Uncertificated Interests bear
      interest at a rate equal to the Class LM-1 Pass-Through Rate, Class LM-2
      Pass-Through Rate and Class LM-3 Pass-Through Rate, respectively.
(3)   The Class LR Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Yield Maintenance Charges. Any Available Distribution Amount
      constituting remaining assets of the Loan REMICs or remaining in the
      Lower-Tier Distribution Account after distributing the Lower-Tier
      Distribution Amount on each Distribution Date shall be distributed to the
      Holders of the Class LR Certificates as owners of the residual interests
      in the Lower-Tier REMIC and both Loan REMICs.

            The parties intend that (i) the portion of the Trust Fund
representing the Excess Interest and the Excess Interest Distribution Account
and (ii) the portion of the Trust Fund representing the Landmark Loan REMIC
Residual Interest, the Crystal Pavilion/Petry Building Loan REMIC Residual
Interest and the Lower-Tier REMIC Residual Interest shall each be treated as
part of a grantor trust under Subpart E of Part 1 of Subchapter J of Chapter 1
of Subtitle A of the Code and that the Class V Certificates shall represent
undivided beneficial interests in the portion of the Trust Fund consisting of
the Excess Interest and the Excess Interest Distribution Account and that the
Class LR Certificates shall represent undivided beneficial interests in the
portion of the Trust Fund consisting of the Landmark Loan REMIC Residual
Interest, the Crystal Pavilion/Petry Building Loan REMIC Residual Interest and
the Lower-Tier REMIC Residual Interest.

            As of the close of business on the Cut-off Date (as defined herein),
the Loans had an aggregate principal balance, after application of all payments
of principal due on or before such date, whether or not received, equal to
$1,178,380,722.

            In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer and the Trustee agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms.

            Whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.

            "Accountant's Statement": As defined in Section 3.14.

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates, an amount equal to
interest for the related Interest Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued on
the related Certificate Balance of such Class (or, in the case of the Class A-X
and A-CP Certificates, on the Notional Balance thereof) immediately prior to
such Distribution Date. The Accrued Certificate Interest Amount for each such
Class shall be calculated on the basis of a 360-day year composed of twelve
30-day months.

            "Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired by the Trust Fund and
the Lower-Tier REMIC or (with respect to the Loan REMIC Loans) the related Loan
REMIC within the meaning of Treasury Regulations Section 1.856-6(b)(1), which is
the first day on which the Lower-Tier REMIC or Loan REMIC is treated as the
owner of such REO Property for federal income tax purposes.

            "Additional Collateral": With respect to the Additional Collateral
Loan, the cash reserve or irrevocable letter of credit partially securing the
Additional Collateral Loan.

            "Additional Collateral Loan": The Loan known as 500-508 North Clark
and designated as Loan No. 84 on the Mortgage Loan Schedule.

            "Advance": Any P&I Advance or Servicing Advance.

            "Adverse REMIC Event": As defined in Section 3.31(f).

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Agent": As defined in Section 5.02(g)(i)(A).

            "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

            "Annual Compliance Report": A report consisting of an annual
statement of compliance required by Section 3.13 hereof and the Accountant's
Statement.

            "Annual Debt Service": For any Loan, the annualized Monthly Payment
on such Loan.

            "Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon which such ARD
Loan starts to accrue interest at its Revised Rate.

            "Appraisal": An appraisal prepared in accordance with 12 C.F.R.
ss.225.64 by an Appraiser selected by the Servicer or Special Servicer, as
applicable.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Loan as to which an Appraisal Reduction Event has occurred, an amount calculated
by the Special Servicer (and confirmed by the Servicer) equal to the excess, if
any, of (a) the Stated Principal Balance of such Loan over (b) the excess of
(i)(A) 90% of the Appraised Value of the related Mortgaged Property as
determined (1) with respect to any Loan with an outstanding principal balance
equal to or greater than $2,000,000, by one or more Appraisals (the costs of
which shall be paid by the Servicer as a Servicing Advance) or (2) with respect
to any Loan with an outstanding principal balance less than $2,000,000, by an
Appraisal (or an update of a prior Appraisal) (the costs of which shall be paid
by the Servicer as a Servicing Advance) or an internal valuation performed by
the Special Servicer plus (B) any letter of credit, reserve, escrow or similar
amount held by the Servicer which may be applied to payments on the Loan over
(ii) the sum of (X) to the extent not previously advanced by the Servicer or the
Trustee, all unpaid interest on such Loan at a per annum rate equal to its
Mortgage Rate, (Y) all unreimbursed Advances in respect of such Loan together
with interest thereon at the Reimbursement Rate and (Z) all currently due and
unpaid real estate taxes and assessments, Insurance Policy premiums, ground
rents and all other amounts due and unpaid with respect to such Loan, net of any
amounts currently escrowed for such amounts (which taxes, assessments, premiums,
ground rents and other amounts have not been subject to an Advance by the
Servicer or the Trustee and/or for which funds have not been escrowed).

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Loan or the related REO Property will be
reduced to zero as of the date such Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust Fund.

            "Appraisal Reduction Event": With respect to any Loan, the earliest
of (i) 120 days after an uncured delinquency (without regard to the application
of any grace period) occurs in respect of such Loan, (ii) the date on which a
reduction in the amount of Monthly Payments on such Loan, or a change in any
other material economic term of such Loan (other than an extension of the
Maturity Date for a period of six months or less), becomes effective as a result
of a modification of such Loan by the Special Servicer, (iii) 60 days after a
receiver has been appointed for the Borrower of the related Mortgaged Property,
(iv) 30 days after a Borrower declares bankruptcy; (v) 60 days after the
Borrower has become the subject of a decree or order for a bankruptcy proceeding
that shall have remained in force undischarged and unstayed, and (vi)
immediately after a Loan becomes an REO Loan; provided, however, that an
Appraisal Reduction Event shall not be deemed to occur at any time on and after
the dates when the aggregate Certificate Balances of all Classes of Certificates
(other than the Class A Certificates) have been reduced to zero. The Special
Servicer shall notify the Servicer promptly upon the occurrence of any of the
foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal.

            "Appraiser": An Independent MAI, state certified organization with
five years of experience in properties of like kind and in the same geographic
area.

            "ARD Loan": A Loan that is designated as such on the Mortgage Loan
Schedule.

            "Asset Status Report": As defined in Section 3.21(e).

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to Midland or its permitted assignee pursuant to Section 3.11(a).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

            "Assumed Scheduled Payment": For any Due Period and with respect to
any Loan that is delinquent in respect of its Balloon Payment (including any REO
Loan as to which the Balloon Payment would have been past due), an amount equal
to the sum of (a) the principal portion of the Monthly Payment that would have
been due on such Loan on the related Due Date based on the constant payment
required by the related Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due, after giving effect to any modification
of such Loan, and (b) interest on the Stated Principal Balance of such Loan at
the applicable Mortgage Rate (less the Servicing Fee Rate and Primary Servicing
Fee Rate).

            "Authenticating Agent": Wells Fargo Bank Minnesota, N.A., a national
banking association, or any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.

            "Available Class LM Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on the Landmark Loan (and any
related REO Property) allocable to the Landmark Non-Pooled Portion as provided
in Section 3.33 and on deposit in the Collection Account as of the close of
business on the Business Day preceding the related Servicer Remittance Date,
exclusive of the following amounts, to the extent allocable to the Landmark
Non-Pooled Portion:

            (i) all Monthly Payments collected but due on a Due Date after the
end of the related Due Period;

            (ii) all Principal Prepayments, Balloon Payments, Liquidation
Proceeds or Insurance and Condemnation Proceeds, all amounts paid in connection
with a repurchase of the Landmark Loan pursuant to Section 2.03(b), and all
other unscheduled recoveries received after the related Determination Date;

            (iii) all amounts in the Collection Account that are payable or
reimbursable to any Person from such account pursuant to clauses (ii) through
(xvii), inclusive, of Section 3.05(a);

            (iv) all amounts that are payable or reimbursable to any Person
pursuant to clauses (ii) through (iv), inclusive, of Section 3.05(b);

            (v) all Yield Maintenance Charges; and

            (vi) any net interest or net investment income on funds on deposit
in the Interest Reserve Account, any Cash Collateral Account, any Lock-Box
Account, any Reserve Account or any REO Account or in Permitted Investments in
which such funds may be invested;

            (b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred with respect to the Landmark Non-Pooled Portion
from the REO Account to the Collection Account for such Distribution Date
pursuant to Section 3.16(c);

            (c) the aggregate amount of any P&I Advances made in respect of the
Landmark Non-Pooled Portion pursuant to Section 4.03 or 7.05 (which P&I Advances
shall not include any related Servicing Fees, Primary Servicing Fees or Workout
Fees); and

            (d) the portion of any Cure Payments made by the Holders of the
Class LM Participation Certificates pursuant to Section 3.33(c) that is
allocable to interest or principal on the Landmark Non-Pooled Portion pursuant
to Section 3.33(a).

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on the Loans (and any related REO
Properties) (other than amounts relating to the Landmark Non-Pooled Portion) and
on deposit in the Collection Account as of the close of business on the Business
Day preceding the Servicer Remittance Date, exclusive of the following amounts
(without duplication):

            (i) all Monthly Payments collected but due on a Due Date after the
      end of the related Due Period;

            (ii) all Principal Prepayments, Balloon Payments, Liquidation
      Proceeds or Insurance and Condemnation Proceeds, all amounts paid in
      connection with Loan repurchases pursuant to Section 2.03(b), and all
      other unscheduled recoveries received or deemed received after the related
      Determination Date;

            (iii) all amounts in the Collection Account that are payable or
      reimbursable to any Person from such account pursuant to clauses (ii)
      through (xviii), inclusive, of Section 3.05(a);

            (iv) all amounts that are payable or reimbursable to any Person
      pursuant to clauses (iii) through (v), inclusive, of Section 3.05(b);

            (v) all Yield Maintenance Charges;

            (vi) all amounts deposited in the Collection Account in error;

            (vii) any net interest or net investment income on funds on deposit
      in the Collection Account or any REO Account or in Permitted Investments
      in which such funds may be invested;

            (viii) with respect to any Distribution Date relating to each
      Interest Accrual Period ending in each February or in any January in a
      year which is not a leap year, an amount equal to one day of interest on
      the Stated Principal Balance of each Loan as of the Distribution Date in
      the month preceding the month in which such Distribution Date occurs at
      the related Mortgage Rates to the extent such amount is to be deposited in
      the Interest Reserve Account and held for future distribution pursuant to
      Section 3.30; and

            (ix) Excess Interest;

            (b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred with respect to the Loans from the REO Account
to the Collection Account for such Distribution Date pursuant to Section
3.16(c);

            (c) the aggregate amount of any P&I Advances made in respect of the
Loans by the Servicer or the Trustee, as applicable, for such Distribution Date
(other than amounts relating to the Landmark Non-Pooled Portion) pursuant to
Section 4.03 or 7.05 (which P&I Advances shall not include any related Servicing
Fees, Primary Servicing Fees or Workout Fees);

            (d) all funds released from the Interest Reserve Account for
distribution on such Distribution Date; and

            (e) the portion of any Cure Payments made by the Holders of the
Class LM Participation Certificates pursuant to Section 3.33(c) that are
allocable to interest or principal on the Landmark Pooled Portion pursuant to
Section 3.33(a).

            "Balloon Loan": Any Loan that by its terms provides for an
amortization schedule extending beyond its Maturity Date.

            "Balloon Payment": With respect to any Balloon Loan and any date of
determination, the scheduled payment of principal due on the Maturity Date of
such Loan (less principal included in the applicable amortization schedule or
scheduled Monthly Payment).

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Loan and any of the Class A-1, Class A-2, Class A-3, Class A-4, Class B,
Class C, Class D, Class E, Class F and Class G Certificates, a fraction (not
greater than 1) (a) whose numerator is the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the Yield Rate used
in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment and (b) whose denominator is the amount, if any, by which the (i)
Mortgage Rate on such Loan exceeds (ii) the Yield Rate (as provided by the
Servicer) used in calculating the Yield Maintenance Charge with respect to such
Principal Prepayment; provided, however, that if such Yield Rate is greater than
or equal to the lesser of (x) the Mortgage Rate on such Loan and (y) the
Pass-Through Rate described in clause (a)(i) above, then the Base Interest
Fraction shall be zero.

            "Bond Level File": A file prepared by the Trustee containing
substantially the information described in Exhibit G-12 hereto.

            "Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.

            "Borrower": With respect to any Loan, the obligor or obligors on any
related Note or Notes, including, without limitation, any Person that has
acquired the related Mortgaged Property and assumed the obligations of the
original obligor under the Note or Notes.

            "Breach": As defined in Section 2.03(b).

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the states where the Collection Account,
Distribution Account, Trustee, Servicer or Special Servicer are located and are
authorized or obligated by law or executive order to remain closed.

            "Cash Collateral Account": With respect to any Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other loan
document, into which account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the applicable
Mortgage Loan Seller's interest in the Loans. Any Cash Collateral Account shall
be beneficially owned for federal income tax purposes by the Person who is
entitled to receive all reinvestment income or gain thereon in accordance with
the terms and provisions of the related Loan and Section 3.06, which Person
shall be taxed on all reinvestment income or gain thereon. The Servicer shall be
permitted to make withdrawals therefrom solely for deposit into the Collection
Account or a Servicing Account, or to remit to Borrower as required by the
related loan documents, as applicable. To the extent not inconsistent with the
terms of the related Loan, each such Cash Collateral Account shall be an
Eligible Account.

            "Cash Collateral Account Agreement": With respect to any Loan, the
cash collateral account agreement, if any, between the related Mortgage Loan
Originator and the related Borrower, pursuant to which the related Cash
Collateral Account, if any, may have been established.

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

            "Certificate": Any one of the Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2001-CP4,
as executed, authenticated and delivered by the Trustee.

            "Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-CP Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.02(iii)).

            "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement with respect to the rights, obligations or liabilities of the
Trustee, the Servicer or the Special Servicer, any Certificate registered in the
name of the Trustee, the Servicer, the Special Servicer or any Affiliate of any
of them shall be deemed not to be outstanding, and the Voting Rights to which it
is entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver has been obtained; provided that (i) such restrictions shall not apply to
the selection of the Controlling Class or the exercise of the Special Servicer's
or its Affiliates' rights as a member of the Controlling Class and (ii) the
foregoing shall not apply if the Trustee, the Servicer or the Special Servicer,
as the case may be, and/or their Affiliates, own the entire Class of each Class
of Certificates affected by such action, vote, consent or waiver. The Trustee
shall be entitled to request and conclusively rely upon a certificate of the
Servicer or the Special Servicer in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the
Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

            "Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical (and, if applicable, numerical) Class
designation.

            "Class A Certificate": Any Class A-1, Class A-2, Class A-3 or Class
A-4 Certificate.

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-1 Pass-Through Rate": 5.2600% per annum.

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-2 Pass-Through Rate": 5.8700% per annum.

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-3 Pass-Through Rate": 6.0500% per annum.

            "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-4 Pass-Through Rate": 6.1800% per annum.

            "Class A-X Certificate": A Certificate designated as "Class A-X" on
the face thereof, in the form of Exhibit A-2 hereto.

            "Class A-X Component": Any one of the components set forth under the
definition of "Class A-X Strip Rate."

            "Class A-X Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
Class A-X Strip Rates of the Class A-X Components (weighted on the basis of
their respective Component Notional Balances) for such Distribution Date.

            "Class A-X Strip Rate": As to any Distribution Date, determined as
follows:

            (i) for purposes of accruing interest on those Components having
      Component Notional Balances corresponding to the respective total
      Certificate Balances of the Class A-1, Class A-2, Class A-3, Class G,
      Class H, Class J, Class K, Class L, Class M, Class N and Class O
      Certificates, the excess, if any, of the Weighted Average Net Mortgage
      Rate over the Pass-Through Rate for the corresponding Class of
      Certificates;

            (ii) for purposes of accruing interest during the period from and
      including the August 2001 Interest Accrual Period and through and
      including the Interest Accrual Period preceding the Distribution Date in
      September 2007, on those Components having Component Notional Balances
      corresponding to the respective total Certificate Balances of the Class B,
      Class C, Class D, Class E and Class F Certificates, the excess, if any, of
      the Weighted Average Net Mortgage Rate over 7.35% per annum;

            (iii) for purposes of accruing interest during the period after the
      Interest Accrual Period preceding the Distribution Date in September 2007
      on those Components having Component Notional Balances corresponding to
      the respective total Certificate Balances of the Class B, Class C, Class
      D, Class E and Class F Certificates, the excess, if any, of the Weighted
      Average Net Mortgage Rate over the Pass-Through Rate for the corresponding
      Class of Certificates;

            (iv) for purposes of accruing interest during the period from and
      including the August 2001 Interest Accrual Period through and including
      the Interest Accrual Period preceding the Distribution Date in September
      2007 on the Component having a Component Notional Balance corresponding to
      the Lower-Tier Principal Amount of the Class LA-4B Uncertificated
      Interest, consisting of an amount equal to the lesser of $595,210,000 and
      the total Certificate Balance of the Class A-4 Certificates, the excess,
      if any, of the Weighted Average Net Mortgage Rate over 7.35% per annum;

            (v) for purposes of accruing interest during the period from and
      including the August 2001 Interest Accrual Period through and including
      the Interest Accrual Period preceding the Distribution Date in September
      2007 on the Component having a Component Notional Balance corresponding to
      the Lower-Tier Principal Amount of the Class LA-4A Uncertificated
      Interest, consisting of an amount equal to the excess, if any, of the
      total Certificate Balance of the Class A-4 Certificates over $595,210,000,
      the excess, if any, of the Weighted Average Net Mortgage Rate over the
      Pass-Through Rate for the Class A-4 Certificates; and

            (vi) for purposes of accruing interest during the period after the
      Interest Accrual Period preceding the Distribution Date in September 2007
      on the Components having Component Notional Balances corresponding to the
      Lower-Tier Principal Amounts of the Class LA-4A and Class LA-4B
      Uncertificated Interests, consisting of an amount equal to the total
      Certificate Balance of the Class A-4 Certificates, the excess, if any, of
      the Weighted Average Net Mortgage Rate over the Pass-Through Rate for the
      Class A-4 Certificates.

            "Class A-CP Certificate": A Certificate designated as "Class A-CP"
on the face thereof, in the form of Exhibit A-3 hereto.

            "Class A-CP Component": Any one of the components set forth under
the definition of "Class A-CP Strip Rate."

            "Class A-CP Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
Class A-CP Strip Rates of the Class A-CP Components (weighted on the basis of
their respective Component Notional Balances) for such Distribution Date.

            "Class A-CP Strip Rate": As to any Distribution Date on or prior to
the Distribution Date in September 2007, determined as follows:

            (i) for purposes of accruing interest on the Component having a
      Component Notional Balance corresponding to the Lower-Tier Principal
      Amount of the Class LA-4B Uncertificated Interest consisting of an amount
      equal to the lesser of $595,210,000 and the total Certificate Balance of
      the Class A-4 Certificates, the excess, if any, of:

                  (A) the lesser of (i) 7.35% per annum and (ii) the Weighted
            Average Net Mortgage Rate, over

                  (B) the Pass-Through Rate for the Class A-4 Certificates; and

            (ii) for purposes of accruing interest on those Components having
      Component Notional Balances corresponding to the total Certificate
      Balances of the Class B, Class C, Class D, Class E and Class F
      Certificates, the excess, if any, of:

                  (A) the lesser of (i) 7.35% per annum and (ii) the Weighted
            Average Net Mortgage Rate, over

                  (B) the Pass-Through Rate for the corresponding Class of
            Certificates.

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.3300%.

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.4900%.

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.6100%.

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of 6.9800% and the Weighted Average Net Mortgage
Rate for such Distribution Date.

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of 7.0800% and the Weighted Average Net Mortgage
Rate for such Distribution Date.

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 7.5300% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-7 hereto.

            "Class K Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-7 hereto.

            "Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class LA-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4A Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4B Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LD Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LE Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LF Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LG Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LH Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LJ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LK Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LL Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LLM Uncertificated Interest": Any of the Class LLM-1
Uncertificated Interest, Class LLM-2 Uncertificated Interest or Class LLM-3
Uncertificated Interest.

            "Class LLM-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LLM-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LLM-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LM Cure Period": As defined in Section 3.33(c).

            "Class LM Participation Certificate": Any Class LM-1, Class LM-2 or
Class LM-3 Participation Certificate.

            "Class LM-1 Participation Certificate": A Certificate designated as
"Class LM-1 Participation" on the face thereof, in the form of Exhibit A-10
hereto.

            "Class LM-1 Pass-Through Rate": The Net Mortgage Pass-Through Rate
of the Landmark Non-Pooled Portion.

            "Class LM-2 Participation Certificate": A Certificate designated as
"Class LM-2 Participation" on the face thereof, in the form of Exhibit A-10
hereto.

            "Class LM-2 Pass-Through Rate": The Net Mortgage Pass-Through Rate
of the Landmark Non-Pooled Portion.

            "Class LM-3 Participation Certificate": A Certificate designated as
"Class LM-3 Participation" on the face thereof, in the form of Exhibit A-10
hereto.

            "Class LM-3 Pass-Through Rate": The Net Mortgage Pass-Through Rate
of the Landmark Non-Pooled Portion.

            "Class LM Purchase Date": As defined in Section 3.33(b).

            "Class LM Purchase Notice": As defined in Section 3.33(b).

            "Class LM Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LN Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LO Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-9 hereto.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-7 hereto.

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-7 hereto.

            "Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-7 hereto.

            "Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.000%.

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-9 hereto.

            "Class V Certificate": A Certificate designated as "Class V" on the
face thereof, in the form of Exhibit A-8 hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance or Notional Balance.

            "Clearstream": Clearstream, Luxembourg, societe anonyme (formerly
known as Cedelbank), a corporation organized under the laws of the Duchy of
Luxembourg.

            "Closing Date": August 28, 2001.

            "CMSA": Commercial Mortgage Securities Association.

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.

            "Collateral Summary File": A file prepared by the Trustee containing
substantially the information described in Exhibit G-13 hereto.

            "Collateral Support Deficit": As defined in Section 4.04.

            "Collection Account": One or more separate custodial accounts
created and maintained by the Servicer or any Sub-Servicer on behalf of the
Servicer pursuant to Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders, into which the amounts set forth in Section 3.04(a) shall be
deposited directly, which account shall be entitled "Midland Loan Services,
Inc., in trust for Wells Fargo Bank Minnesota, N.A., as Trustee for the benefit
of Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2001-CP4, Collection Account." Any
such account or accounts shall be an Eligible Account and shall be part of the
Lower-Tier REMIC.

            "Commission": The Securities and Exchange Commission.

            "Comparative Financial Status Report": A report in CMSA format as in
effect from time to time prepared by the Servicer (combining reports prepared by
the Servicer and the Special Servicer) containing substantially the information
described in Exhibit G-1 attached hereto, setting forth, among other things, the
occupancy, revenue, net operating income before capital items, and debt service
coverage for each Loan and related Mortgaged Property based on the most current
financial information received as of the Determination Date immediately
preceding the preparation of such report for each of the following three periods
(to the extent such information is available): (i) the most current available
year to date, (ii) the previous two full fiscal years and (iii) the "base year"
(representing the original analysis of information used as of the Cut-off Date).
For the purposes of the Servicer's production of any such report that is
required to state information for any period prior to the Cut-off Date, the
Servicer may conclusively rely (without independent verification), absent
manifest error, on information provided to it by the related Mortgage Loan
Seller.

            "Component": Any one of the Class A-X Components or the Class A-CP
Components.

            "Component Notional Balance": The notional balance of any Component
corresponding to the Certificate Balances of the Class A-1, Class A-2, Class
A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N and Class O Certificates and the Class LA-4A
and Class LA-4B Uncertificated Interests, as set forth in the definitions of
"Class A-X Strip Rate" and "Class A-CP Strip Rate."

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class A-X
Certificates, Class A-CP Certificates and Class LM Participation Certificates)
then outstanding that has a Certificate Balance at least equal to 25% of the
initial Certificate Balance of such Class (or, if no such Class exists, the most
subordinate Class then outstanding). As of the Closing Date, the Controlling
Class shall be the Class O Certificates. With respect to the Landmark Loan and
the Class LM Participation Certificates, the Controlling Class shall be the
Class LM-3 Participation Certificates, so long as such Certificates have at
least 25% of their initial Certificate Balance outstanding (net of any Appraisal
Reduction Amount related to the Landmark Loan) and then shall be the Class LM-2
and Class LM-1 Participation Certificates, respectively, so long as such
Certificates have at least 25% of their initial Certificate Balance outstanding
(net of any Appraisal Reduction Amount related to the Landmark Loan). If none of
the Class LM Participation Certificates have 25% of their initial Certificate
Balance outstanding (net of any Appraisal Reduction Amount related to the
Landmark Loan), the Controlling Class with respect to the Landmark Loan shall be
the Controlling Class for the Regular Certificates.

            "Controlling Class Certificateholder": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time.

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at (i) for certificate transfer purposes
at Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention: Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2001-CP4 and (ii) for all other purposes, 11000 Broken Land
Parkway, Columbia, Maryland 21044-3562, Attention: Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2001-CP4.

            "Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three consecutive Monthly Payments (for such
purposes taking into account any modification or amendment of such Loan) and as
to which Loan the Special Servicer has returned servicing to the Servicer
pursuant to Section 3.21(a).

            "Credit File": Any documents, other than documents required to be
part of the related Mortgage File, in the possession of the Servicer and
relating to the origination and servicing of any Loan.

            "Crossed Loan": Any Loan which is cross-defaulted and
cross-collateralized with any other Loan.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for any remaining related Crossed Loans for the four calendar quarters
immediately preceding the repurchase is not less than the debt service coverage
ratio for the affected Crossed Loans set forth in Annex A to the Prospectus
Supplement and (ii) the Loan-to-Value Ratio for any remaining related Crossed
Loans is not greater than the loan-to-value ratio for the affected Crossed Loans
set forth in Annex A to the Prospectus Supplement at the time of repurchase.

            "Crystal Pavilion/Petry Building Co-Lender Agreement": That certain
Co-Lender Agreement, dated as of July 11, 2000, between Wells Fargo Bank
Minnesota, N.A., as trustee for Depositor's Commercial Mortgage Pass-Through
Certificates, Series 2000-C1, as the holder of one of the Crystal Pavilion/Petry
Building Other Notes, and the Credit Suisse First Boston Mortgage Capital, LLC,
as the holder of the Crystal Pavilion/Petry Building Trust Fund Notes and one of
the Crystal Pavilion/Petry Building Other Notes.

            "Crystal Pavilion/Petry Building Loan": The Loan known as the
Crystal Pavilion/Petry Building Loan and designated as Loan No. 2 on the
Mortgage Loan Schedule.

            "Crystal Pavilion/Petry Building Loan REMIC": The REMIC constituted
by the Crystal Pavilion/Petry Building Loan, collections thereon, any REO
Property acquired in respect thereof and amounts held from time to time in the
Collection Account or any REO Account in respect thereof, with respect to which
the Trustee will make an election to be treated as a "real estate mortgage
investment conduit" within the meaning of the REMIC Provisions.

            "Crystal Pavilion/Petry Building Loan REMIC Declaration": That
certain REMIC Declaration dated March 15, 2001, with respect to the Crystal
Pavilion/Petry Building Loan.

            "Crystal Pavilion/Petry Building Loan REMIC Regular Interest": The
uncertificated regular interest representing the Crystal Pavilion/Petry Building
Loan and issued pursuant to the Crystal Pavilion/Petry Building Loan REMIC
Declaration.

            "Crystal Pavilion/Petry Building Loan REMIC Residual Interest": The
sole class of "residual interest" in the Crystal Pavilion/Petry Building Loan
REMIC issued pursuant to the Crystal Pavilion/Petry Building Loan REMIC
Declaration and represented by the Class LR Certificates.

            "Crystal Pavilion/Petry Building Other Notes": With respect to the
Crystal Pavilion/Petry Building Loan, the other two notes which are secured by
the related Mortgaged Property and not included in the Trust Fund.

            "Crystal Pavilion/Petry Building Servicer": CapMark Services, L.P.,
as servicer under the Depositor's Commercial Mortgage Pass-Through Certificates,
Series 2000-C1 or any successor pursuant to the pooling and servicing agreement
for such series.

            "Crystal Pavilion/Petry Building Special Servicer": Lennar Partners,
Inc., as special servicer under the Depositor's Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 or any successor pursuant to the pooling and
servicing agreement for such Series.

            "Crystal Pavilion/Petry Building Trust Fund Note": Collectively, the
two Notes evidencing the Crystal Pavilion/Petry Building Loan.

            "CSFB Loans": The Loans transferred to the Depositor pursuant to the
CSFB Mortgage Loan Purchase Agreement.

            "CSFB Mortgage Loan Purchase Agreement": With respect to the CSFB
Loans, the agreement between the Depositor and the CSFB Mortgage Loan Seller,
dated as of August [1], 2001, relating to the transfer of all of the CSFB
Mortgage Loan Seller's right, title and interest in and to the CSFB Loans.

            "CSFB Mortgage Loan Seller":  Column  Financial,  Inc., a Delaware
corporation, and its successors in interest.

            "Cure Event": The exercise by the Directing Certificateholder of the
Class LM Participation Certificates of the cure rights described in Section
3.33(c) hereof whether for one month, or for consecutive months in the
aggregate.

            "Cure Payments": Payments made by the Directing Certificateholder of
the Class LM Participation Certificates pursuant to Section 3.33(c), which
payments shall consist (without duplication) of (i) all amounts that would be
allocable to the Landmark Pooled Portion pursuant to clauses first through
fourth of Section 3.33(a) with respect to the Distribution Date related to the
most recent Due Date on the Landmark Loan as if no default existed under the
Landmark Loan, (ii) the full amount of all unreimbursed P&I Advances and
Servicing Advances with respect to the Landmark Loan, together with interest
thereon, and any other Trust Fund expenses related to the Landmark Loan and
(iii) with respect to any default consisting of the failure by the related
Borrower to observe a covenant under the Landmark Loan (other than the covenant
to pay principal and interest and any other amounts due to the lender
thereunder) which failure can be cured by the payment of money (including but
not limited to the covenant of the Borrower to pay property taxes and to
maintain insurance), to the extent that a Servicing Advance has not yet been
made in respect of such default, the amount necessary to allow the Servicer or
Special Servicer to cure such.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Loans in August 2001.

            "Cut-off Date Principal Balance": With respect to any Loan, the
outstanding principal balance of such Loan as of the Cut-off Date, after
application of all payments of principal due on or before such date, whether or
not received.

            "Debt Service Coverage Ratio": With respect to any Loan for any
twelve-month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Loan during
such period.

            "Default Interest": With respect to any Loan (or successor REO
Loan), any amounts collected thereon, other than late payment charges or Yield
Maintenance Charges, that represent interest in excess of interest accrued on
the principal balance of such Mortgage Loan (or REO Loan) at the related
Mortgage Rate, such excess interest arising out of a default under such Mortgage
Loan.

            "Defaulted Loan": A Loan that is at least sixty days delinquent in
respect of its Monthly Payments, or delinquent in respect of its Balloon
Payment, if any, in each case without giving effect to any grace period
permitted by the related Mortgage or Note or if any non-monetary event of
default occurs that results in the Loan becoming a Specially Serviced Loan;
provided, however, that no Monthly Payment (other than a Balloon Payment) shall
be deemed delinquent if less than ten dollars of all amounts due and payable on
such Loan has not been received.

            "Defaulting Party": As defined in Section 7.01(b).

            "Defeasance Collateral": As defined in Section 3.08(f)(i).

            "Defeasance Loan": As defined in Section 3.08(f).

            "Defect": As defined in Section 2.02(e).

            "Deficient Valuation": With respect to any Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding principal balance of the Loan, which valuation results from
a proceeding initiated under the Bankruptcy Code.

            "Definitive Certificate": A Certificate issued in registered,
definitive physical form.

            "Delinquent Loan Status Report": A report in CMSA format as in
effect from time to time prepared by the Servicer (combining reports prepared by
the Servicer and the Special Servicer) containing substantially the information
described in Exhibit G-2 attached hereto, setting forth, among other things, a
list of those Loans that, as of the close of business on the Determination Date
immediately preceding the preparation of such report, were delinquent 30 to 59
days, delinquent 60 to 89 days, delinquent 90 days or more, or current but
Specially Serviced Loans or that were in foreclosure but were not REO Loans. The
Servicer shall not include on the Delinquent Loan Status Report any Loan that
has not been delinquent at least one month after the related Due Date unless
such Loan is a Specially Serviced Loan.

            "Denomination": As defined in Section 5.01(b).

            "Depositor": Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Depository Rules": As defined in Section 5.02(b).

            "Determination Date": With respect to any Distribution Date, the
close of business on the 11th day of the month in which such Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day immediately
following such 11th day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by the Holders of more than 50% of the Percentage
Interests in the Controlling Class, by Certificate Balance, as certified by the
Trustee from time to time; provided, however, that until a Directing
Certificateholder is so selected or after receipt of a notice from the Holders
of more than 50% of the Percentage Interests in the Controlling Class that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class shall be the Directing Certificateholder. The
initial Directing Certificateholder will be Delaware Securities Holdings Inc.
With respect to the Class LM Participation Certificates, the Directing
Certificateholder of such Classes shall be selected by the Holders of 50% of the
Percentage Interests in the Controlling Class of the Class LM Participation
Certificates.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not (within the meaning
of Treasury Regulation Section 1.512(b)-1(c)(5)) customarily provided to tenants
in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer or
the Special Servicer on behalf of the Trustee) shall not be considered to
Directly Operate an REO Property solely because the Trustee (or the Servicer or
the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes
decisions as to repairs (of the type that would be deductible under Section 162
of the Code) or capital expenditures with respect to such REO Property.

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Servicer or the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause the Upper-Tier REMIC, the
Lower-Tier REMIC or either Loan REMIC to fail to qualify as a REMIC or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Certificate to such Person. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.

            "Distribution Account": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account, which may be sub-accounts of a
single account.

            "Distribution Date": With respect to any month, the later of the
15th calendar day of the month and the fourth Business Day after the
Determination Date of such month, commencing on September 17, 2001.

            "Document Defect": As defined in Section 2.03(b).

            "Due Date": With respect to (i) any Loan on or prior to its Maturity
Date, the day of the month set forth in the related Note on which each Monthly
Payment thereon is scheduled to be first due (without giving effect to any grace
period with respect to late Monthly Payments), (ii) any Loan after the Maturity
Date therefor, the day of the month set forth in the related Note on which each
Monthly Payment on such Loan had been scheduled to be first due (without giving
effect to any grace period) and (iii) any REO Loan, the day of the month set
forth in the related Note on which each Monthly Payment on the related Loan had
been scheduled to be first due (without giving effect to any grace period).

            "Due Period": With respect to each Distribution Date, the period
beginning on the day following the Determination Date in the month immediately
preceding the month in which such Distribution Date occurs and ending on the
Determination Date of the month in which such Distribution Date occurs.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee) the long-term unsecured debt obligations of which are
rated at least "AA" by S&P (or "A-" if the short-term debt obligations thereof
have a short-term rating of not less than "A-1") and "AA-" by Fitch (or, if not
rated by Fitch, then having the indicated ratings from S&P), if the deposits are
to be held in such account for more than 30 days or the short-term debt
obligations of which have a short-term rating of not less than "A-1" by S&P and
"F-1+" by Fitch (or, if not rated by Fitch, then having the indicated ratings
from S&P) if the deposits are to be held in such account for 30 days or less, or
such other account or accounts with respect to which each of the Rating Agencies
shall have confirmed in writing that the then-current rating assigned to any of
the Certificates that are currently being rated by such Rating Agency will not
be qualified (as applicable), downgraded or withdrawn by reason thereof or (ii)
a segregated trust account or accounts maintained with the corporate trust
department of a federal- or state-chartered depository institution or trust
company (including the Trustee) that, in either case, has a combined capital and
surplus of at least $50,000,000 and has corporate trust powers, acting in its
fiduciary capacity, provided that any state-chartered depository institution or
trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. ss. 9.10(b), or (iii) an account or accounts maintained by
PNC so long as PNC (1) shall have a long-term unsecured debt rating of at least
"A" and a short-term rating of at least "F-1+" from Fitch and (2) has the
appropriate rating from S&P specified in clause (i) above or (iv) such other
account or accounts with respect to which each of the Rating Agencies shall have
confirmed in writing that the then-current rating assigned to any of the
Certificates that are currently being rated by such Rating Agency will not be
qualified (as applicable), downgraded or withdrawn by reason thereof. Eligible
Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.

            "Eligible Investor": (i) With respect to the Private Certificates, a
Qualified Institutional Buyer that is purchasing for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A, (ii) with
respect to the Class A-X, Class A-CP, Class E, Class F, Class G, Class H, Class
J Certificates and Class LM Participation Certificates, a Person which is not a
"U.S. Person" as defined in Regulation S under the Securities Act that is
purchasing for its own account or for the account of a Person which is not a
"U.S. Person" and (iii) with respect to the Class O Certificates, an
Institutional Accredited Investor.

            "Environmental Assessment": A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

            "Environmental Insurance Policy": With respect to any Loan, any
insurance policy covering Insured Environmental Events that is maintained from
time to time in respect of such Loan or the related Mortgaged Property.

            "Environmental Insurer": The provider of insurance pursuant to any
Environmental Insurance Policy.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "ERISA Restricted Certificate": Any Class H, Class J, Class K, Class
L, Class M, Class N and Class O Certificate or Class LM Participation
Certificate; provided, that any such Certificate (a) will cease to be considered
an ERISA Restricted Certificate and (b) will cease to be subject to the transfer
restrictions contained in Section 5.02(e) if, as of the date of a proposed
transfer of such Certificate, either (i) it is rated in one of the four highest
generic ratings categories by a Rating Agency or (ii) relevant provisions of
ERISA would permit transfer of such Certificate to a Plan (in the case of clause
(ii), as evidenced by an Opinion of Counsel).

            "ERISA Prohibited Holder": As defined in Section 5.02(g)(i)(A).

            "Escrow Payment": Any payment received by the Servicer for the
account of any Borrower for application toward the payment of real estate taxes,
assessments, Insurance Policy premiums and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve
account.

            "Euroclear": The Euroclear System.

            "Event of Default": One or more of the events described in Section
7.01(a).

            "Excess Interest": With respect to each of the ARD Loans, interest
accrued on such Loan and allocable to the Excess Rate. The Excess Interest is an
asset of the Trust Fund, but shall not be an asset of any Trust REMIC.

            "Excess Interest Distribution Account": The trust account, accounts
or subaccount created and maintained by the Trustee, which may be a subaccount
of the Distribution Account pursuant to Section 3.04(c), which shall be entitled
"Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2001-CP4, Excess Interest Distribution Account" and which
shall be an Eligible Account. The Excess Interest Distribution Account shall not
be an asset of any Trust REMIC.

            "Excess Rate": With respect to each ARD Loan after the related
Anticipated Repayment Date, the excess of (i) the applicable Revised Rate over
(ii) the applicable Mortgage Rate, each as initially set forth in the Mortgage
Loan Schedule.

            "Excess Servicing Strip": The sum of (i) the excess of the Servicing
Fee Rate over 0.005% (0.50 basis points) per annum, and (ii) the Assignable
Primary Servicing Fee, subject to reduction by the Trustee pursuant to Section
3.11(a).

            "Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time.

            "Exchange Act Report": The monthly Statement to Certificateholders
to be filed with the Commission, under cover of the related form required by the
Exchange Act.

            "Fair Value": As defined in Section 3.18(b).

            "FDIC": Federal Deposit Insurance Corporation or any successor.

            "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Loan or REO Property that there has been
a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds and
other payments or recoveries that, in the Special Servicer's reasonable good
faith judgment, exercised without regard to any obligation of the Special
Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable.

            "Financial File": A file prepared by the Servicer or the Special
Servicer with respect to Loans as required under Section 3.12(d) and containing
substantially the information described in Exhibit G-14 hereto and as may be
modified from time to time in accordance with changes to the CMSA standard
reporting procedures for commercial mortgage-backed securities transactions.

            "Fitch": Fitch, Inc., and its successors in interest.

            "FNMA": Federal National Mortgage Association or any successor
thereto.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

            "Historical Loan Modification Report": With respect to each Servicer
Remittance Date, a report in CMSA format, as in effect from time to time,
prepared by the Servicer (combining reports prepared by the Servicer and the
Special Servicer) containing all or substantially all the content described in
Exhibit G-3 attached hereto and setting forth, among other things, those Loans
which, as of the close of business on the Determination Date immediately
preceding the preparation of such report, have been modified pursuant to this
Agreement (i) during the related Due Period and (ii) since the Cut-off Date,
showing the original and the revised terms thereof.

            "Historical Loss Estimate Report": With respect to each Servicer
Remittance Date, a report in CMSA format, as in effect from time to time,
prepared by the Servicer (combining reports prepared by the Servicer and the
Special Servicer) containing substantially the information described in Exhibit
G-4 attached hereto and setting forth, among other things, as of the close of
business on the Determination Date immediately preceding the preparation of such
report, (i) the aggregate amount of Liquidation Proceeds collected for the
related Due Period and, separately stated, historically and (ii) the amount of
realized losses occurring on the Loans during such Due Period, set forth on a
Loan-by-Loan basis.

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, the Servicer, the
Special Servicer, the Trustee and any and all Affiliates thereof, (ii) does not
have any material direct financial interest in or any material indirect
financial interest in any of the Depositor, the Servicer, the Special Servicer
or any Affiliate thereof and (iii) is not connected with the Depositor, the
Servicer, the Special Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, the Servicer, the Special Servicer, the Trustee or any Affiliate
thereof merely because such Person is the beneficial owner of 1% or less of any
Class of debt or equity securities issued by the Depositor, the Servicer, the
Special Servicer, the Trustee or any Affiliate thereof, as the case may be.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership test set forth in that Section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Servicer or the Trust, delivered to the Trustee and
the Servicer), so long as the Trust Fund does not receive or derive any income
from such Person and provided that the relationship between such Person and the
Trust Fund is at arm's length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5) (except that the Servicer or the Special Servicer shall
not be considered to be an Independent Contractor under the definition in this
clause (i) unless an Opinion of Counsel (at the expense of the party seeking to
be deemed an Independent Contractor) has been delivered to the Trustee to that
effect or (ii) any other Person (including the Servicer and the Special
Servicer) upon receipt by the Trustee and the Servicer of an Opinion of Counsel
(at the expense of the party seeking to be deemed an Independent Contractor), to
the effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property (provided that such
income would otherwise so qualify).

            "Ineligible Class V Owner": Any Borrower, or any entity that owns an
ownership interest in a Borrower, other than, in each case, the CSFB Mortgage
Loan Seller or an affiliate thereof.

            "Initial Purchasers": Credit Suisse First Boston Corporation and PNC
Capital Markets, Inc., as initial purchasers of the Private Certificates.

            "Initial Resolution Period": As defined in Section 2.03(b).

            "Institutional Accredited Investor": As defined in Section 5.02(b).

            "Institutional Lender/Owner": One or more of the following: (i) a
bank, saving and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, government entity or
plan, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, which is regularly engaged in the business of making or owning
mezzanine loans of similar types to the mezzanine loan in the question, (iii) a
trustee in connection with a securitization of the mezzanine loan, so long as
such trustee or the servicer therefor is an entity that otherwise would be an
Institutional Lender/Owner, (iv) an institution substantially similar to any of
the foregoing, in each case of clauses (i), (ii), (iii) or (iv) of this
definition, which (A) has total assets (in name or under management) in excess
of $250,000,00 and (except with respect to a pension advisory firm or similar
fiduciary) capital/statutory surplus or shareholder's equity of $50,000,000 and
(B) is regularly engaged in the business of making or owning commercial loans or
(v) an entity Controlled (as defined below) by the Underwriters or any of the
entities described in clause (i) above. For purposes of this definition only,
"Control" means the ownership, directly or indirectly, in the aggregate of more
than fifty percent (50%) of the beneficial ownership interests of an entity and
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the
ability to exercise voting power, by contract or otherwise ("Controlled" has the
meaning correlative thereto). The Special Servicer shall obtain from the
proposed transferee, and shall be entitled to rely on, (i) an officer's
certificate of a proposed transferee that such transferee satisfies the
requirements of this definition and (ii) in the case of any proposed transferee
that is an entity described in and meeting the criteria in clauses (i)-(iv) of
the immediately preceding sentence, the most recent financial statements of such
transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection) paid under any Insurance Policy or in connection with the full or
partial condemnation of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard.

            "Insurance Policy": With respect to any Loan, any hazard insurance
policy, flood insurance policy, title policy or other insurance policy that is
maintained from time to time in respect of such Loan or the related Mortgaged
Property.

            "Insured Environmental Event": As defined in Section 3.07.

            "Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated Lower-Tier Interests and any Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Each Interest Accrual Period shall be deemed for purposes of this definition to
consist of 30 days.

            "Interest Reserve Account": The account created and maintained by
the Trustee, which may be a subaccount of the Distribution Account, pursuant to
Section 3.29, which shall be entitled "Wells Fargo Bank Minnesota, N.A., as
Trustee, in trust for Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-CP4, Interest
Reserve Account," which shall be an Eligible Account.

            "Interest Shortfall Amount": As to any Distribution Date and any
Class of Regular Certificates, the amount, if any, by which the amount
distributed on such Class on such Distribution Date in respect of interest is
less than the related Optimal Interest Distribution Amount.

            "Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

            "Investment Account": As defined in Section 3.06(a).

            "Investor Inquiries": As defined in Section 4.02(b).

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.

            "Landmark Collateral Support Deficit": As defined in Section 4.04.

            "Landmark Loan": The Loan known as the Landmark Loan and designated
as Loan No. 1 on the Mortgage Loan Schedule (including the Landmark Pooled
Portion and the Landmark Non-Pooled Portion).

            "Landmark Loan REMIC": The REMIC constituted by the Landmark Loan
(exclusive of any Excess Interest), collections thereon, any REO Property
acquired in respect thereof and amounts held from time to time in the Collection
Account or any REO Account in respect thereof, with respect to which the Trustee
will make an election to be treated as a "real estate mortgage investment
conduit" within the meaning of the REMIC Provisions.

            "Landmark Loan REMIC Regular Interest:" The two uncertificated
regular interests represented by the Landmark Pooled Portion and the Landmark
Non-Pooled Portion.

            "Landmark Loan REMIC Residual Interest": The sole class of "residual
interest" in the Landmark Loan REMIC, represented by the Class LR Certificates.

            "Landmark Non-Pooled Portion": The portion of the Landmark Loan,
with a Stated Principal Balance as of the Cut-off Date of $33,071,669,
subordinated to the Landmark Pooled Portion, and a Mortgage Rate of 8.17%. The
Trustee as holder of the Class LLM-1 Uncertificated Interest, Class LLM-2
Uncertificated Interest and Class LLM-3 Uncertificated Interest and the holders
of the Class LM Participation Certificates will be entitled to receive all
amounts payable with respect to the Landmark Non-Pooled Portion.

            "Landmark Pooled Portion": The portion of the Landmark Loan, with a
Stated Principal Balance as of the Cut-off Date of $91,600,000.00, senior to the
Landmark Non-Pooled Portion, and a Mortgage Rate of 8.17%. The Trustee as holder
of the Uncertificated Lower-Tier Interests (other than the Class LLM
Uncertificated Interests) and the holders of the Regular Certificates (other
than the Class LM Participation Certificates) will be entitled to receive all
amounts payable with respect to the Landmark Pooled Portion.

            "Late Collections": With respect to any Loan, all amounts (except
Penalty Charges) received thereon during any Due Period, whether as payments,
Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect
of such Loan (without regard to any acceleration of amounts due thereunder by
reason of default) on a Due Date in a previous Due Period and not previously
received. With respect to any REO Loan, all amounts (except Penalty Charges)
received in connection with the related REO Property during any Due Period,
whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenues or otherwise, which represent late collections of principal or interest
due or deemed due in respect of such REO Loan or the predecessor Loan (without
regard to any acceleration of amounts due under the predecessor Loan by reason
of default) on a Due Date in a previous Due Period and not previously received.

            "Liquidation Event": With respect to any Loan or REO Property, any
of the following events: (i) payment in full of such Loan; (ii) the making of a
Final Recovery Determination with respect to such Loan or REO Property; (iii)
the repurchase of such Loan by the related Mortgage Loan Seller pursuant to
Section 7 of the related Mortgage Loan Purchase Agreement; (iv) the purchase of
such Loan or REO Property by the Directing Certificateholder or the Special
Servicer pursuant to Section 3.18; (v) the purchase of any ARD Loan by the
Holder of 100% of the Percentage Interests in the Class V Certificates, pursuant
to Section 9.03 or (vi) the purchase of such Loan or REO Property by the Holders
of more than 50% of the Percentage Interests in the Controlling Class, the
Special Servicer or the Servicer pursuant to Section 9.01; or (vii) the purchase
of the Landmark Loan by the Directing Certificateholder of the Class LM
Participation Certificates pursuant to Section 3.33.

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Borrower or any Liquidation Proceeds with respect thereto, equal to the
product of the Liquidation Fee Rate and the proceeds of such full or discounted
payoff or the net Liquidation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially
Serviced Loan or REO Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii) (but only as it
relates to a sale to the Special Servicer), (iv) (so long as such repurchase
occurs within the applicable cure period set forth in the related Mortgage Loan
Purchase Agreement, as extended), (v), (vi) or (vii) (so long as such purchase
occurs no more than 90 days after the date upon which such Loan became a
Specially Serviced Loan) of the definition of Liquidation Proceeds or in
connection with the purchase of a Specially Serviced Loan by the Special
Servicer.

            "Liquidation Fee Rate": As defined in Section 3.11.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the Servicer or Special
Servicer, net of expenses, in connection with: (i) the liquidation of a
Mortgaged Property or other collateral constituting security for a Defaulted
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Borrower; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the purchase of a Defaulted Loan by the Directing
Certificateholder or the Special Servicer pursuant to Section 3.18; (iv) the
repurchase of a Loan by any Mortgage Loan Seller pursuant to Section 7 of the
related Mortgage Loan Purchase Agreement; (v) the purchase of such ARD Loan by
the Holder of 100% of the Percentage Interests in the Class V Certificates,
pursuant to Section 9.03; (vi) the purchase of all Loans by Holders of more than
50% of the Percentage Interests in the Controlling Class, the Special Servicer
or the Servicer pursuant to Section 9.01; or (vii) the purchase of the Landmark
Loan by the Directing Certificateholder of the Class LM Participation
Certificates pursuant to Section 3.33.

            "Loan": Each of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 (including the Landmark Pooled Portion), and
from time to time held in the Trust Fund, including any Loan that becomes a
Specially Serviced Loan. As used herein, the term "Loan" includes the related
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.

            "Loan Agreement": With respect to any Loan, the loan agreement, if
any, between the related Mortgage Loan Originator and the Borrower, pursuant to
which such Loan was made.

            "Loan Documents": With respect to each Loan, to the extent
applicable, the Loan Agreement, the Mortgage, the Note, the Assignment of Leases
(if separate from the Mortgage), the Security Agreement, any letters of credit,
escrow or reserve account information relating to the Additional Collateral
Loans, any UCC Financing Statements, the title insurance policy, all surveys,
all insurance policies, any environmental liability agreements, any escrow
agreements for improvements or lease-up, any guaranties related to such Loan,
any prior assignments of mortgage in the event that the originator is not the
originator of record, any collateral assignments of property management
agreements and other services agreements required by the applicable commitment
and other loan documents, any preferred equity and mezzanine loan documents and
all modification, consolidation and extension agreements, if any.

            "Loan Periodic Update File": A file prepared monthly in CMSA format
as in effect from time to time by the Servicer or, with respect to Specially
Serviced Loans, the Special Servicer as required by Section 3.12(c) and
containing substantially the information described in Exhibit G-10 hereto.

            "Loan REMIC": The Crystal Pavilion/Petry Building Loan REMIC and the
Landmark Loan REMIC.

            "Loan REMIC Balance": With respect to the Crystal Pavilion/Petry
Building Loan REMIC Regular Interest, an amount equal to the Stated Principal
Balance of the Crystal Pavilion/Petry Building Loan from time to time. With
respect to the Landmark Loan REMIC Regular Interests, the sum of the Stated
Principal Balances of the Landmark Pooled Portion and the Landmark Non-Pooled
Portion from time to time.

            "Loan REMIC Loan": Each of the Crystal Pavilion/Petry Building Loan
and the Landmark Loan.

            "Loan REMIC Regular Interest": Each of the Crystal Pavilion/Petry
Building Loan REMIC Regular Interest and the Landmark Loan REMIC Regular
Interests.

            "Loan REMIC Residual Interests": Each of the Crystal Pavilion/Petry
Building Loan REMIC Residual Interest and the Landmark Loan REMIC Residual
Interest.

            "Loan Set-Up File": A file prepared in CMSA format as in effect from
time to time by the Servicer as required by Section 3.12(c) and containing
substantially the information described in Exhibit G-9 hereto.

            "Loan-to-Value Ratio": With respect to any Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the principal balance of such Loan at the time of determination, and the
denominator of which is the Original Value of the related Mortgaged Property.

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Loan to receive
revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal
income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with the terms and provisions of the
related Loan and Section 3.06, which Person shall be taxed on all reinvestment
income or gain thereon. The Servicer shall be permitted to make withdrawals
therefrom for deposit into the related Cash Collateral Accounts.

            "Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the applicable Mortgage Loan Originator or the
applicable Mortgage Loan Seller and the related Borrower, pursuant to which the
related Lock-Box Account may have been established.

            "Lower-Tier Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-CP4, Lower-Tier Distribution Account." Any such account or accounts
shall be an Eligible Account or a sub-account of an Eligible Account.

            "Lower-Tier Distribution Amount": As defined in Section 4.01(b).

            "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)); provided that (i) the Lower-Tier Principal
Amount for the Class LA-4A Uncertificated Interest shall be the Certificate
Balance of the Class A-4 Certificates minus $595,210,000 and (ii) the Lower-Tier
Principal Amount for the Class LA-4B Uncertificated Interest shall be the lesser
of $595,210,000 and the Certificate Balance of the Class A-4 Certificates.

            "Lower-Tier REMIC": One of four separate REMICs comprising the Trust
Fund, the assets of which consist of the Loans (other than the Loan REMIC Loans
and exclusive of any Excess Interest), any REO Property with respect thereto,
the Loan REMIC Regular Interests, such amounts as shall from time to time be
held in the Collection Account, the Interest Reserve Account, the REO Account,
if any, and the Lower-Tier Distribution Account, and except as otherwise
provided in this Agreement, all other property included in the Trust Fund that
is not in the Loan REMICs and the Upper-Tier REMIC or designated as a grantor
trust asset in the Preliminary Statement hereto.

            "Lower-Tier REMIC Residual Interest": The sole class of residual
interests in the Lower-Tier REMIC, represented by the Class LR Certificates.

            "MAI": Member of the Appraisal Institute.

            "Management Agreement": With respect to any Loan, the Management
Agreement, if any, by and between the Manager and the related Borrower, or any
successor Management Agreement between such parties.

            "Manager": With respect to any Loan, any property manager for the
related Mortgaged Property or Mortgaged Properties.

            "Material Breach": As defined in Section 2.03(b).

            "Material Document Defect": As defined in Section 2.03(b).

            "Maturity Date": With respect to any Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Loan by reason of
default thereunder, (ii) any grace period permitted by the related Note or (iii)
any modification, waiver or amendment of such Loan granted or agreed to by the
Servicer or the Special Servicer pursuant to Section 3.20 occurring prior to
such date of determination.

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan," as identified in Exhibit E.

            "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

            "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
Holder or obligee thereof.

            "Midland": Midland Loan Services, Inc.

            "Midland Mortgage Loan Seller": With respect to the Owner Trust
Loans, Midland Loan Services, Inc., a Delaware corporation and its successors in
interest.

            "Money Term": With respect to any Loan, the maturity date, Mortgage
Rate, Stated Principal Balance, amortization term or payment frequency thereof
or any provision thereof requiring the payment of a Yield Maintenance Charge in
connection with a Principal Prepayment (but not any late fees or default
interest provisions).

            "Monthly Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the Accrued Certificate Interest Amount
for such Class for such Distribution Date.

            "Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal, if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which is payable
by the related Borrower on such Due Date under the related Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment of such Loan granted or agreed to by the Servicer or Special Servicer
pursuant to Section 3.20), without regard to any acceleration of principal of
such Loan by reason of a default thereunder. With respect to an REO Loan, the
monthly payment that would otherwise have been payable on the related Due Date
had the related Note not been discharged, determined as set forth in the
preceding sentence and on the assumption that all other amounts, if any, due
thereunder are paid when due.

            "Mortgage": With respect to any Loan, the mortgage, deed of trust,
deed to secure debt or other instrument securing a Note and creating a lien on
the related Mortgaged Property.

            "Mortgage File": With respect to any Loan (other than the Crystal
Pavilion/Petry Building Loan), the following documents:

            (i) the original Note (or a lost note affidavit), bearing, or
      accompanied by, all prior and intervening endorsements or assignments
      showing a complete chain of endorsement or assignment from the applicable
      Mortgage Loan Originator either in blank or to the applicable Mortgage
      Loan Seller, and further endorsed (at the direction of the Depositor given
      pursuant to the related Mortgage Loan Purchase Agreement) by the
      applicable Mortgage Loan Seller, on its face or by allonge attached
      thereto, without recourse, to the order of the Trustee in the following
      form: "Pay to the order of Wells Fargo Bank Minnesota, N.A., as trustee
      for the registered Holders of Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
      2001-CP4, without recourse, representation or warranty, express or
      implied";

            (ii) a duplicate original Mortgage or a counterpart thereof, or if
      such Mortgage has been returned by the related recording office, (A) an
      original, (B) a certified copy or (C) a copy thereof from the applicable
      recording office and originals or counterparts (or originals or copies of
      certified copies from the applicable recording office) of any assignments
      thereof showing a complete chain of assignment from the related Mortgage
      Loan Originator to the applicable Mortgage Loan Seller, in each case in
      the form submitted for recording or, if recorded, with evidence of
      recording indicated thereon;

            (iii) an original assignment of the Mortgage, in recordable form,
      either in blank or from the applicable Mortgage Loan Seller to "Wells
      Fargo Bank Minnesota, N.A., as trustee for the registered Holders of
      Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 2001-CP4";

            (iv) an original, counterpart or copy of any related Assignment of
      Leases (if such item is a document separate from the Mortgage) and the
      originals, counterparts or copies of any assignments thereof showing a
      complete chain of assignment from the applicable Mortgage Loan Originator
      of the Loan to the applicable Mortgage Loan Seller, in each case in the
      form submitted for recording or, if recorded, with evidence of recording
      thereon;

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form,
      either in blank or from the Mortgage Loan Seller to "Wells Fargo Bank
      Minnesota, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2001-CP4";

            (vi) an original or copy of any related Security Agreement (if such
      item is a document separate from the Mortgage) and the originals or copies
      of any assignments thereof showing a complete chain of assignment from the
      applicable Mortgage Loan Originator of the Loan to the applicable Mortgage
      Loan Seller;

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), either in blank or
      from the Mortgage Loan Seller or the applicable Mortgage Loan Originator
      to "Wells Fargo Bank Minnesota, N.A., as trustee for the registered
      Holders of Credit Suisse First Boston Mortgage Securities Corp.,
      Commercial Mortgage Pass-Through Certificates, Series 2001-CP4," which
      assignment may be included as part of an omnibus assignment covering other
      documents relating to the Loan provided that such omnibus assignment is
      effective under applicable law;

            (viii) originals or copies of all (A) assumption agreements, (B)
      modifications, (C) written assurance agreements and (D) substitution
      agreements, together with any evidence of recording thereon or in the form
      submitted for recording, in those instances where the terms or provisions
      of the Mortgage, Note or any related security document have been modified
      or the Loan has been assumed;

            (ix) the original lender's title insurance policy or a copy thereof
      (together with all endorsements or riders that were issued with or
      subsequent to the issuance of such policy), or if the policy has not yet
      been issued, a binding written commitment (which may be a pro forma or
      specimen title insurance policy which has been accepted or approved in
      writing by the related title insurance company) or interim binder,
      relating to such Loan;

            (x) the original or a counterpart of any guaranty of the obligations
      of the Borrower under the Loan;

            (xi) certified or other copies of all UCC Financing Statements and
      continuation statements which show the filing or recording thereof or
      copies thereof in the form submitted for filing or recording sufficient to
      perfect (and maintain the perfection of) the security interest held by the
      originator of the Loan (and each assignee prior to the Trustee) in and to
      the personalty of the Borrower at the Mortgaged Property, and original UCC
      assignments in a form suitable for filing or recording, sufficient to
      transfer such security interest to the Trustee;

            (xii) the original or copy of the power of attorney (with evidence
      of recording thereon) granted by the Borrower if the Mortgage, Note or
      other document or instrument referred to above was not signed by the
      Borrower;

            (xiii) with respect to any debt of a Borrower permitted under the
      related Loan, an original or copy of a subordination agreement, standstill
      agreement or other intercreditor agreement relating to such other debt, if
      any, including any mezzanine loan documents or preferred equity documents;

            (xiv) if any related Lock-Box Agreement or Cash Collateral Agreement
      is separate from the Mortgage or Loan Agreement, a copy thereof; with
      respect to the Cash Collateral Accounts and Lock-Box Accounts, if any, a
      copy of the UCC-1 financing statements, if any, submitted for filing with
      respect to the Mortgage Loan Seller's security interest in the Cash
      Collateral Accounts and Lock-Box Accounts and all funds contained therein
      (and UCC-2 or UCC-3 financing statement assignments assigning such
      security interest to the Trustee on behalf of the Certificateholders);

            (xv) an original or counterpart of any Loan Agreement;

            (xvi) the originals of letters of credit, if any, relating to the
      Loans and amendments thereto which entitle the Trust Fund to draw thereon;

            (xvii) any environmental insurance policies and any environmental
      guaranty or indemnity agreements or copies thereof;

            (xviii) the original ground lease, if any, or a certified copy
      thereof; and

            (xix) any additional documents required to be added to the Mortgage
      File pursuant to Section 3.20(i).

            With respect to the Crystal Pavilion/Petry Building Loan, the
Mortgage File will consist of the Crystal Pavilion/Petry Building Trust Fund
Note and the other items listed in clause (i) above, the Crystal Pavilion/Petry
Building Co-Lender Agreement and copies of other documents listed in clauses
(ii) through (xix) above and the Crystal Pavilion/Petry Building Loan REMIC
Declaration.

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received.

            "Mortgage Interest Accrual Period": With respect to any Loan, the
period during which interest accrues pursuant to the related Note.

            "Mortgage Loan Originator": Any institution that originated a Loan.

            "Mortgage Loan Purchase Agreement": Any of the CSFB Mortgage Loan
Purchase Agreement or the PNC Mortgage Loan Purchase Agreement or the PNC Owner
Trust Certificate Purchase Agreement.

            "Mortgage Loan Schedule": The list of Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Loan:

            (i) the loan number (as specified in Annex A to the Prospectus
      Supplement);

            (ii) the property name;

            (iii) the street address (including city, state and zip code) of the
      related Mortgaged Property;

            (iv) the Mortgage Rate in effect at the Cut-off Date;

            (v) the Net Mortgage Rate in effect at the Cut-off Date;

            (vi) the original principal balance;

            (vii) the Cut-off Date Principal Balance;

            (viii) the (a) remaining term to stated maturity, (b) Maturity Date
      and (c) with respect to each ARD Loan, the Anticipated Repayment Date;

            (ix) the original and remaining amortization terms;

            (x) the amount of the Monthly Payment due on the first Due Date
      following the Cut-off Date;

            (xi) the number of units, pads, rooms or square footage with respect
      to the Mortgaged Property;

            (xii) the Loan interest accrual method;

            (xiii) the applicable Primary Servicing Fee Rate, Servicing Fee
      Rate, and Trustee Fee Rate;

            (xiv) the Due Date;

            (xv) whether such loan is an ARD Loan;

            (xvi) whether the Loan is subject to lockout/defeasance;

            (xvii) whether the related Mortgaged Property was covered by
      earthquake insurance at the time of origination, or if the loan documents
      require such insurance; and

            (xviii) whether such Loan has the benefit of an Environmental
      Insurance Policy.

            Such Mortgage Loan Schedule also shall set forth the aggregate of
the amounts described under clause (vii) above for all of the Loans. Such list
may be in the form of more than one list, collectively setting forth all of the
information required.

            "Mortgage Loan Seller": Any of (i) the CSFB Mortgage Loan Seller,
(ii) the PNC Mortgage Loan Seller or (iii) the Midland Mortgage Loan Seller.

            "Mortgage Rate": With respect to: (i) any Loan on or prior to its
Maturity Date, the annual rate at which interest is scheduled (in the absence of
a default and without giving effect to any Revised Rate) to accrue on such Loan
from time to time in accordance with the related Note and applicable law; (ii)
any Loan after its Maturity Date, the annualized rate described in clause (i)
above determined without regard to the passage of such Maturity Date; and (iii)
any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above, determined as if the predecessor Loan had remained
outstanding. For purposes of calculating the Net Mortgage Rate and the Weighted
Average Net Mortgage Rate, the Mortgage Rate for any Loan (or Loan REMIC Regular
Interest in the case of the Loan REMIC Loans) whose interest rate is reduced
will be the Mortgage Rate of such Loan without taking into account any reduction
in the interest rate by a bankruptcy court pursuant to a plan of reorganization
or pursuant to any of its equitable powers or any reduction in the interest rate
resulting from a work-out or modification by the Special Servicer.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property (to the extent the same are owned
by the Borrower and necessary in connection with the operation of the related
property), fixtures, leases and other property or rights pertaining thereto.

            "Net Investment Earnings": With respect to any of the Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO Account, for any period ending on a P&I Advance Date, the
amount, if any, by which the aggregate of all interest and other income realized
during such period on funds relating to the Trust Fund held in such account (and
which is not required to be paid to the related Borrower) exceeds the aggregate
of all losses, if any, incurred during such period in connection with the
investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to any of the Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO Account for any period ending on a P&I Advance Date, the
amount, if any, by which the aggregate of all losses, if any, incurred during
such period in connection with the investment of funds relating to the Trust
Fund held in such account (and which investment is not directed by the related
Borrower) in accordance with Section 3.06 exceeds the aggregate of all interest
and other income realized during such period on such funds.

            "Net Mortgage Pass-Through Rate": With respect to any Loan (other
than the Crystal Pavilion/Petry Building Loan and the Landmark Loan) or the
Crystal Pavilion/Petry Building Loan REMIC Regular Interest, the Landmark Pooled
Portion and the Landmark Non-Pooled Portion, an annual rate generally equal to
twelve times a fraction, expressed as a percentage:

            (i) the numerator of which fraction is, subject (other than with
      respect to the Landmark Non-Pooled Portion) to adjustment as described
      below in this definition, an amount of interest equal to the product of
      (a) the number of days in the related Interest Accrual Period, multiplied
      by (b) the Stated Principal Balance of that Loan or Loan REMIC Regular
      Interest immediately preceding that Distribution Date, multiplied by (c)
      1/360, multiplied by (d) a rate per annum equal to the Net Mortgage Rate;
      and

            (ii) the denominator of which is the Stated Principal Balance of
      that Loan or Loan REMIC Regular Interest immediately preceding that
      Distribution Date.

            Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February, then the amount
of interest referred to in the fractional numerator described in clause (i)
above will be decreased to reflect any Withheld Amounts with respect to the
subject Loan or the Crystal Pavilion/Petry Building Loan REMIC Regular Interest
or Landmark Pooled Portion. Furthermore, if the subject Distribution Date occurs
during March, then the amount of interest referred to in the fractional
numerator described in clause (i) above will be increased to reflect any
Withheld Amounts with respect to the subject Loan or the Crystal Pavilion/Petry
Building Regular Interest or Landmark Pooled Portion.

            "Net Mortgage Rate": With respect to any Interest Accrual Period and
any Loan or Loan REMIC Regular Interest, a per annum rate equal to the Mortgage
Rate for such Loan or Loan REMIC Regular Interest as of the Cut-off Date minus
the sum of the Servicing Fee Rate, the related Primary Servicing Fee Rate and
the Trustee Fee Rate and in the case of the Crystal Pavilion/Petry Building
Loan, the servicing fee rate payable to the Crystal Pavilion/Petry Building
Servicer.

            "Net Operating Income": With respect to any Mortgaged Property, for
any Borrower's fiscal year end, the total operating revenues derived from such
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period, other than
(i) non-cash items such as depreciation, (ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the related Loan.

            "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust Fund has the right to
renegotiate the terms of such lease.

            "NOI Adjustment Worksheet": A report prepared in CMSA format as in
effect from time to time by the Servicer or the Special Servicer containing
substantially the information described in Exhibit G-8 attached hereto.

            "Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Trustee with an
effective Internal Revenue Service Form W-8ECI (or successor form) or (ii) the
Transferee delivers to both the Transferor and the Trustee an opinion of tax
counsel to the effect that such Transfer is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such Transfer of
the Residual Certificate will not be disregarded for federal income tax
purposes.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Loan or REO Loan which, in the judgment
(in accordance with the Servicing Standard) of the Servicer, the Special
Servicer or the Trustee, as applicable, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon, from Late Collections or
any other recovery on or in respect of such Loan or REO Loan. The determination
by the Servicer, the Special Servicer or the Trustee, as applicable, that it has
made (or, in the case of a determination made by the Special Servicer, that the
Servicer has made) a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered to (i) the Trustee and the
Depositor, in the case of the Servicer, (ii) to the Servicer in the case of the
Special Servicer, and (iii) to the Depositor and the Servicer, in the case of
the Trustee, setting forth such determination of nonrecoverability and the
considerations of the Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status, property
inspections, and shall include an Appraisal (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Loan or Mortgaged Property, the cost of which Appraisal shall be
advanced by the Servicer as a Servicing Advance). The Trustee shall be entitled
to conclusively rely on the Servicer's determination that a P&I Advance is
nonrecoverable. The Servicer and the Trustee shall be entitled to conclusively
rely on the Special Servicer's determination that a P&I Advance is
nonrecoverable.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance (including interest accrued thereon at the Reimbursement Rate)
previously made or proposed to be made in respect of a Loan or REO Property
which, in the judgment (in accordance with the Servicing Standard) of the
Servicer, the Special Servicer or the Trustee, as the case may be, will not be
ultimately recoverable, together with any accrued and unpaid interest thereon,
from Late Collections or any other recovery on or in respect of such Loan or REO
Property. The determination by the Servicer, the Special Servicer or the
Trustee, as the case may be, that it has made (or, in the case of a
determination made by the Special Servicer, that the Servicer has made) a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced by
an Officer's Certificate delivered to (i) the Trustee and the Depositor, in the
case of the Servicer, (ii) to the Servicer in the case of the Special Servicer,
and (iii) to the Depositor and the Servicer, in the case of the Trustee. The
Officer's Certificate shall set forth such determination of nonrecoverability
and the considerations of the Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status and property
inspections, and shall include an Appraisal (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Loan or Mortgaged Property, the cost of which Appraisal shall be
advanced by the Servicer as a Servicing Advance). The Trustee will be entitled
to conclusively rely on the Servicer's determination that a Servicing Advance is
nonrecoverable. The Servicer and the Trustee shall be entitled to conclusively
rely on the Special Servicer's determination that a Servicing Advance is a
Nonrecoverable Servicing Advance.

            "Note": The original executed note evidencing the indebtedness of a
Borrower under a Loan, together with any rider, addendum or amendment thereto.

            "Notional Balance": For any date of determination:

            (i) the Class A-X Certificates will have a total Notional Balance
      equal to the total Certificate Balance of the Class A-1, Class A-2, Class
      A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G,
      Class H, Class J, Class K, Class L, Class M, Class N and Class O
      Certificates outstanding from time to time;

            (ii) the Class A-CP Certificates will have a total Notional Balance
      equal to the sum of:

                  (A) the lesser of $595,210,000 and the total Certificate
            Balance of the Class A-4 Certificates outstanding from time to time,
            and

                  (B) the total Certificate Balance of the Class B, Class C,
            Class D, Class E and Class F Certificates outstanding from time to
            time.

            "NRSRO": Nationally recognized statistical rating organization as
the term is used in federal securities laws.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee.

            "Operating Statement Analysis Report": With respect to each Loan and
REO Property, a report prepared in CMSA format as in effect from time to time by
the Servicer or Special Servicer, as applicable, substantially containing the
information described in Exhibit G-7 attached hereto.

            "Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Servicer or the Special Servicer,
acceptable in form and delivered to the Trustee, except that any opinion of
counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b)
compliance with the REMIC Provisions or (c) the resignation of the Depositor,
the Servicer or the Special Servicer pursuant to Section 6.04 must be an opinion
of counsel that is in fact Independent of the Depositor, the Servicer or the
Special Servicer, as applicable.

            "Optimal Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the sum of the Monthly Interest
Distribution Amount and the Unpaid Interest Shortfall Amount for such Class for
such Distribution Date.

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-CP Certificates), the initial
aggregate principal amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement.

            "Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, the principal amount thereof as of the
Closing Date, in each case as specified in the Preliminary Statement hereto.

            "Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Loan.

            "OTS": The Office of Thrift Supervision or any successor thereto.

            "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

            "Owner Trust Loans": The Loans transferred to Column Financial, Inc.
pursuant to the PNC Owner Trust Certificate Purchase Agreement and other
agreements related to the PNC Owner Trust, which Loans were subsequently
transferred to the Depositor by Column Financial, Inc. on the Closing Date
pursuant to the Mortgage Loan Purchase Agreement dated August 1, 2001 between
Column Financial, Inc. and the Depositor relating to such Loans.

            "P&I Advance": As to any Loan or REO Loan, any advance made by the
Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section
7.05.

            "P&I Advance Date": The Business Day immediately prior to each
Distribution Date.

            "P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day immediately prior thereto.

            "Pass-Through Rate": With respect to each Class of Certificates, the
respective per annum rate listed below:

            Class A-1:   Class A-1 Pass-Through Rate
            Class A-2:   Class A-2 Pass-Through Rate
            Class A-3:   Class A-3 Pass-Through Rate
            Class A-4:   Class A-4 Pass-Through Rate
            Class A-X:   Class A-X Pass-Through Rate
            Class A-CP:  Class A-CP Pass-Through Rate
            Class B:     Class B Pass-Through Rate
            Class C:     Class C Pass-Through Rate
            Class D:     Class D Pass-Through Rate
            Class E:     Class E Pass-Through Rate
            Class F:     Class F Pass-Through Rate
            Class G:     Class G Pass-Through Rate
            Class H:     Class H Pass-Through Rate
            Class J:     Class J Pass-Through Rate
            Class K:     Class K Pass-Through Rate
            Class L:     Class L Pass-Through Rate
            Class M:     Class M Pass-Through Rate
            Class N:     Class N Pass-Through Rate
            Class O:     Class O Pass-Through Rate
            Class LM-1:  Class LM-1 Pass-Through Rate
            Class LM-2:  Class LM-2 Pass-Through Rate
            Class LM-3:  Class LM-3 Pass-Through Rate

            "Penalty Charges": With respect to any Loan or REO Loan, any amounts
actually collected thereon from the Borrower that represent late payment charges
or Default Interest, other than a Yield Maintenance Charge.

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest is equal to the Denomination of such Certificate divided by the initial
Certificate Balance (or, in the case of the Class A-X and Class A-CP
Certificates, the Notional Balance) of such Class of Certificates as of the
Closing Date. With respect to a Class V or Residual Certificate, the percentage
interest as set forth on the face thereof.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Servicer, the Special Servicer, the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition:

            (i) direct obligations of, and obligations fully guaranteed as to
      timely payment of principal and interest by, the United States of America,
      FNMA, FHLMC or any agency or instrumentality of the United States of
      America, provided such obligations have a remaining term to maturity of
      one year or less from the date of acquisition and which are backed by the
      full faith and credit of the United States of America; provided that any
      obligation of, or guarantee by, FNMA or FHLMC, other than an unsecured
      senior debt obligation of FNMA or FHLMC, shall be a Permitted Investment
      only if such investment would not result in the downgrading, withdrawal or
      qualification of the then-current rating assigned by each Rating Agency to
      any Certificate as confirmed in writing;

            (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      incorporated or organized under the laws of the United States of America
      or any State thereof and subject to supervision and examination by federal
      or state banking authorities, so long as the commercial paper or other
      short-term debt obligations of such depository institution or trust
      company are rated at least "A-1+" by S&P and "F-1+" by Fitch (if rated by
      Fitch) or would not result in the downgrading, withdrawal or qualification
      of the then-current rating assigned by each Rating Agency to any
      Certificate, as confirmed in writing by such Rating Agency;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one year or less and where such repurchase obligation has been
      entered into with a depository institution or trust company (acting as
      principal) described in clause (ii) above;

            (iv) debt obligations maturing in one year or less from the date of
      acquisition bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof, which securities have (i) ratings from S&P at least
      equal to "AAA" and ratings from Fitch at least equal to "AA+" or (ii) such
      other ratings (as confirmed by the applicable Rating Agency in writing) as
      will not result in a downgrade, qualification or withdrawal of the
      then-current rating of the Certificates that are currently being rated by
      such Rating Agency; provided, however, that securities issued by any
      particular corporation will not be Permitted Investments to the extent
      that investment therein will cause the then outstanding principal amount
      of securities issued by such corporation and held in the accounts
      established hereunder to exceed 10% of the sum of the aggregate principal
      balance and the aggregate principal amount of all Permitted Investments in
      such accounts;

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations) payable on demand or on a
      specified date maturing in one year or less after the date of issuance
      thereof and which is rated at least "A-1+" by S&P, and "F-1+" by Fitch;

            (vi) units of investment funds that maintain a constant net asset
      value and money market funds rated "AAAm" or "AAAm-G" by S&P and "AAA" by
      Fitch; and

            (vii) any other demand, money market or time deposit, obligation,
      security or investment, with respect to which each Rating Agency shall
      have confirmed in writing that such investment will not result in a
      downgrade, qualification or withdrawal of the then-current rating of the
      Certificates that are currently being rated by such Rating Agency;

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code, and provided, further, however, that
in each case, if the instrument or security is rated by S&P, (a) it shall not
have an "r" highlighter affixed to its rating from S&P, (b) it shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (c) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any, and move proportionately with such index.

            "Permitted Mezzanine Loan Holder": With respect to any Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating Agency has
confirmed in writing to the Special Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's then-current ratings on the
Certificates.

            "Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Plan": As defined in Section 5.02(e).

            "PNC": PNC Bank, National Association.

            "PNC Loans": The Loans transferred to the Depositor pursuant to the
PNC Mortgage Loan Purchase Agreement.

            "PNC Mortgage Loan Purchase Agreement": With respect to the PNC
Loans, the agreement between the Depositor and the PNC Mortgage Loan Seller,
dated as of August 1, 2001, relating to the transfer of the PNC Mortgage Loan
Seller's right, title and interest in and to the PNC Loans.

            "PNC Mortgage Loan Seller": PNC Bank, National Association, a
national banking association and its successors in interest.

            "PNC Owner Trust": The PNC Bank Commercial Mortgage Owner Trust NS
III created pursuant to that certain Trust Agreement relating thereto, dated as
of March 30, 2001 among PNC, as depositor, Wilmington Trust Company, as owner
trustee, LaSalle Bank National Association, as custodian, and Midland Loan
Services, Inc., as paying agent.

            "PNC Owner Trust Certificate Purchase Agreement": With respect to
the Owner Trust Loans, the Owner Trust Certificate Purchase Agreement dated as
of August 1, 2001 between Column Financial, Inc., as purchaser, and the Midland
Mortgage Loan Seller and Anthracite Capital, Inc., as sellers, relating to the
transfer of such sellers' right, title and interest in and to the certificates
representing the interest in the Owner Trust Loans under the PNC Owner Trust.

            "Prepayment Assumption": With respect to all Loans other than the
ARD Loans, the assumption that all payments required to be made on such Loans
according to their contractual terms (including repayment in full on their
respective maturity dates) are so made. With respect to all ARD Loans, the
assumption that the ARD Loans will be fully prepaid on their related Anticipated
Repayment Dates.

            "Prepayment Date": With respect to any Principal Prepayment, the
date on which such Principal Prepayment is to be made.

            "Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Loans that were subject to Principal
Prepayment in full or in part, or as to which Insurance and Condemnation
Proceeds were received by the Servicer or Special Servicer for application to
such Loans, in each case after the Due Date in the month of such Distribution
Date and on or prior to the related Determination Date, the amount of interest
accrued at the Mortgage Rate for such Loans on the amount of such Principal
Prepayments or Insurance and Condemnation Proceeds after the Mortgage Interest
Accrual Period relating to such Due Date and accruing in the manner set forth in
the Loan Documents relating to such Loans, to the extent such interest is
collected by the Servicer or the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Loan that was subject to a Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by the
Servicer or Special Servicer for application to such Loan, in each case after
the Determination Date in the calendar month preceding such Distribution Date
but prior to the Due Date in the related Due Period, the amount of interest that
would have accrued at the Net Mortgage Pass-Through Rate for such Loan on the
amount of such Principal Prepayment or Insurance and Condemnation Proceeds
during the period commencing on the date as of which such Principal Prepayment
or Insurance and Condemnation Proceeds were applied to the unpaid principal
balance of the Loan and ending on (and including) the day immediately preceding
such Due Date.

            "Primary Collateral": With respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and
excluding any Mortgaged Property as to which the related lien may only be
foreclosed upon by exercise of the cross-collateralization provisions of such
Crossed Loan.

            "Primary Servicer": Any of GMAC Commercial Mortgage Corporation or
Northmarq Capital, Inc. or any successors thereto.

            "Primary Servicing Agreement": Each of the Sub-servicing Agreements
dated as of August 1, 2001, by and among the Servicer and GMAC Commercial
Mortgage Corporation or Northmarq Capital, Inc., as applicable, as Primary
Servicer.

            "Primary Servicing Fee": With respect to each Loan, the fee payable
to the related Primary Servicer under the Primary Servicing Agreement or to the
Servicer pursuant to Section 3.11(a), based on the Primary Servicing Fee Rate.

            "Primary Servicing Fee Rate": With respect to the Servicer and to
each Loan primarily serviced by the Servicer, a rate as set forth in the
Mortgage Loan Schedule; and with respect to the Loans primarily serviced by GMAC
Commercial Mortgage Corporation, 0.10% per annum and Northmarq Capital, Inc.,
0.07% per annum; each computed on the same basis and in the same manner as
interest is computed on the related Loan.

            "Principal Distribution Amount": As to any Distribution Date, the
sum of (i) the amount collected or otherwise received on or with respect to
principal of the Loans during the related Due Period and (ii) that portion of
the P&I Advance, if any, made in respect of principal of the Loans with respect
to such Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment, other than any amount paid in connection with the release of the
related Mortgaged Property through defeasance.

            "Private Certificate": Any Class A-X, Class A-CP, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O
Certificate or Class LM-1, Class LM-2 or Class LM-3 Participation Certificate.

            "Private Definitive Certificate": Any Private Certificate other than
a Private Global Certificate.

            "Private Global Certificates": Any Class A-X Book-Entry Certificate,
Class A-CP Book-Entry Certificate, Class E Book-Entry Certificate, Class F
Book-Entry Certificate, Class G Book-Entry Certificate, Class H Book-Entry
Certificate, Class J Book-Entry Certificate or Class LM-1 Book-Entry
Participation Certificate, Class LM-2 Book-Entry Participation Certificate or
Class LM-3 Book-Entry Participation Certificate so long as such Certificates are
in book-entry form.

            "Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, any Person identified to the Trustee as a Certificate Owner or
prospective purchaser of a Certificate upon receipt from such Certificate Owner
or prospective purchaser of an investor certification (which may be in
electronic form), the form of which is attached hereto as Exhibit I, and any
other Person designated by the Depositor. The Trustee shall provide all
Privileged Persons with access to certain restricted information on the Website
(in the case of any Certificate Owner or prospective purchaser, upon receipt of
the Investor Certification) through the use of a restricted mechanism on its
Website.

            "Property File": A file prepared in CMSA format, as in effect from
time to time, by the Servicer or the Special Servicer with respect to Loans as
required under Section 3.12(c) and containing substantially the information
described in Exhibit G-11 hereto.

            "Prospectus": The Prospectus dated March 5, 2001, as supplemented by
the Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated August 17,
2001, relating to the offering of the Public Certificates.

            "Public Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class B, Class C or Class D Certificate.

            "Purchase Price": With respect to any Loan to be purchased by (a) a
Mortgage Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement, (b) by the Directing Certificateholder pursuant to Section 3.18(b),
the Special Servicer pursuant to Section 3.18(c), or an assignee of either
thereof, in any case, pending determination of Fair Value, (c) by the Directing
Certificateholder of the Class LM Participation Certificates pursuant to Section
3.33, or (d) by the holders of more than 50% of the Percentage Interests in the
Controlling Class, the Special Servicer or the Servicer pursuant to Section
9.01, a price equal to the sum of the following:

            (i) the outstanding principal balance of such Loan as of the date of
      purchase;

            (ii) all accrued and unpaid interest on such Loan at the related
      Mortgage Rate in effect from time to time to but not including the Due
      Date in the Due Period of purchase (which includes unpaid Servicing Fees
      and Primary Servicing Fees) and all related Special Servicing Fees;

            (iii) all related unreimbursed Servicing Advances plus accrued and
      unpaid interest on related Advances at the Reimbursement Rate;

            (iv) if such Loan is being repurchased by a Mortgage Loan Seller
      pursuant to Section 7 of the related Mortgage Loan Purchase Agreement
      following the expiration of the applicable cure period (as it may be
      extended), the amount of the Liquidation Fee payable to the Special
      Servicer;

            (v) if such Loan is being purchased by a Mortgage Loan Seller
      pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, all
      reasonable out-of-pocket expenses reasonably incurred or to be incurred by
      the Servicer, the Special Servicer, the Depositor and the Trustee in
      respect of the Breach or Defect giving rise to the repurchase obligation,
      including any expenses arising out of the enforcement of the repurchase
      obligation and any realized losses and Trust Fund expenses incurred prior
      to such purchase date with respect to such Loan; and

            (vi) if the Landmark Loan is repurchased by the Directing
      Certificateholder of the Class LM Participation Certificates pursuant to
      Section 3.33 more than 90 days after such Mortgage Loan became a Specially
      Serviced Loan, the amount of the Liquidation Fee payable to the Special
      Servicer.

With respect to any Defaulted Loan to be purchased by the Directing
Certificateholder (or any assignee thereof) or the Servicer or Special Servicer
pursuant to Section 3.18(b) or 3.18(c) following determination of Fair Value,
the Purchase Price will equal the Fair Value of such Defaulted Loan. With
respect to any REO Property to be sold pursuant to Section 3.18(e), the amount
calculated in accordance with the second preceding sentence in respect of the
related REO Loan.

            "QIB Investment Representation Letter": As defined in Section
5.02(b).

            "Qualified Institutional Buyer": As defined in Section 5.02(b).

            "Qualified Insurer": (i) With respect to any Loan, REO Loan or REO
Property, an insurance company or security or bonding company qualified to write
the related Insurance Policy in the relevant jurisdiction and a minimum claims
paying ability rating of at least "A" by S&P and "A" by Fitch if then rated by
Fitch, (ii) with respect to the fidelity bond and errors and omissions Insurance
Policy required to be maintained pursuant to Section 3.07(c), an insurance
company that has a claims paying ability rated no lower than two ratings below
the rating assigned to the then highest rated outstanding Certificate, but in no
event lower than "A" by Fitch if then rated by Fitch, "A-" by S&P or, in the
case of clauses (i) and (ii), such other rating as each Rating Agency shall have
confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then-current rating assigned to any of the Certificates that are
then currently being rated by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Loan as of the Due Date in the calendar month during
which the substitution occurs; (ii) have a Mortgage Rate not less than the
Mortgage Rate of the deleted Loan; (iii) have the same Due Date as the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan (for example,
on the basis of a 360-day year and the actual number of days elapsed); (v) have
a remaining term to stated maturity not greater than, and not more than two
years less than, the remaining term to stated maturity of the deleted Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the deleted Loan
and a current Loan-to-Value Ratio not higher than the then current Loan-to-Value
Ratio of the deleted Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental
Assessment that indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have an original Debt Service Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the deleted Loan
and a current Debt Service Coverage Ratio of not less than the current Debt
Service Coverage Ratio of the deleted Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted Loan unless the
Trustee has received prior confirmation in writing by each Rating Agency that
such substitution will not result in the withdrawal, downgrade, or qualification
of the rating assigned by the Rating Agency to any Class of Certificates then
rated by the Rating Agency (the cost, if any, of obtaining such confirmation to
be paid by the applicable Mortgage Loan Seller); (xiii) have been approved by
the Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance within two years of the Closing Date and (xv) not be substituted for
a deleted Loan if it would result in the termination of the REMIC status of any
of the REMICs established under this Agreement or the imposition of tax on any
of such REMICs other than a tax on income expressly permitted or contemplated to
be received by the terms of this Agreement, as determined by an Opinion of
Counsel. Any Qualified Substitute Mortgage Loan substituted for the Crystal
Pavilion/Petry Building Loan or the Landmark Loan shall be an asset solely of
the related Loan REMIC. In the event that one or more mortgage loans are
substituted for one or more deleted Loans, then the amounts described in clause
(i) shall be determined on the basis of aggregate principal balances and the
rates described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis.
When a Qualified Substitute Mortgage Loan is substituted for a deleted Loan, the
applicable Mortgage Loan Seller shall certify that the Loan meets all of the
requirements of the above definition and shall send such certification to the
Trustee.

            "Rated Final Distribution Date": As to each Class of Certificates,
other than the Class O Certificates and the Class LM Participation Certificates,
the Distribution Date occurring in December 2035.

            "Rating Agency": Each of S&P, Fitch, or their successors in
interest. If any of such rating agencies or any successor thereto ceases to
remain in existence, "Rating Agency" shall be deemed to refer to any other
NRSRO, or other comparable Person, designated by the Depositor to replace the
rating agency that has ceased to exist. Notice of such designation shall be
given to the Trustee and the Servicer, and the specific ratings of S&P and Fitch
herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated.

            "Record Date": With respect to any Distribution Date other than the
first Distribution Date, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs and, with respect to
the first Distribution Date, the Closing Date.

            "Registrar Office": As defined in Section 5.02(a).

            "Regular Certificate": Any Public Certificate or Private
Certificate.

            "Regulation S Global Certificate": As defined in Section 5.01(a).

            "Regulation S Investment Representation Letter": As defined in
Section 5.02(b).

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" Section of The Wall Street
Journal (or, if such Section or publication is no longer available, such other
comparable publication as is determined by the Trustee in its sole discretion)
as may be in effect from time to time, or, if the "Prime Rate" no longer exists,
such other comparable rate (as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time.

            "Related Certificates" and "Related Uncertificated Lower-Tier
Interest": For the following Classes of Uncertificated Lower-Tier Interests, the
related Class of Certificates set forth below and for the following Classes of
Certificates, the related Class of Uncertificated Lower-Tier Interests set forth
below:

                                         Related Uncertificated
Related Certificates                     Lower-Tier Interest
--------------------                     ----------------------

Class A-1 Certificate                    Class LA-1 Uncertificated Interest
Class A-2 Certificate                    Class LA-2 Uncertificated Interest
Class A-3 Certificate                    Class LA-3 Uncertificated Interest
Class A-4 Certificate                    Class LA-4A and
                                         Class LA-4B Uncertificated Interest
Class B Certificate                      Class LB Uncertificated Interest
Class C Certificate                      Class LC Uncertificated Interest
Class D Certificate                      Class LD Uncertificated Interest
Class E Certificate                      Class LE Uncertificated Interest
Class F Certificate                      Class LF Uncertificated Interest
Class G Certificate                      Class LG Uncertificated Interest
Class H Certificate                      Class LH Uncertificated Interest
Class J Certificate                      Class LJ Uncertificated Interest
Class K Certificate                      Class LK Uncertificated Interest
Class L Certificate                      Class LL Uncertificated Interest
Class M Certificate                      Class LM Uncertificated Interest
Class N Certificate                      Class LN Uncertificated Interest
Class O Certificate                      Class O Uncertificated Interest
Class LM-1 Participation Certificate     Class LLM-1 Uncertificated Interest
Class LM-2 Participation Certificate     Class LLM-2 Uncertificated Interest
Class LM-3 Participation Certificate     Class LLM-3 Uncertificated Interest

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Subordinate Certificates, the amount, if any, by which the
Principal Distribution Amount for such Distribution Date exceeds the aggregate
amount distributed in respect of Principal Distribution Amounts on such
Distribution Date to all Classes senior to such Class.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and
related provisions, and temporary and final regulations and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations,
and published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:

            (i) except as provided in Section 856(d)(4) or (6) of the Code, any
      amount received or accrued, directly or indirectly, with respect to such
      REO Property, if the determination of such amount depends in whole or in
      part on the income or profits derived by any Person from such property
      (unless such amount is a fixed percentage or percentages of receipts or
      sales and otherwise constitutes Rents from Real Property);

            (ii) any amount received or accrued, directly or indirectly, from
      any Person if the Trust Fund owns directly or indirectly (including by
      attribution) a ten percent or greater interest in such Person determined
      in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;

            (iii) any amount received or accrued, directly or indirectly, with
      respect to such REO Property if any Person Directly Operates such REO
      Property;

            (iv) any amount charged for services that are not customarily
      furnished in connection with the rental of property to tenants in
      buildings of a similar Class in the same geographic market as such REO
      Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
      (whether or not such charges are separately stated); and

            (v) rent attributable to personal property unless such personal
      property is leased under, or in connection with, the lease of such REO
      Property and, for any taxable year of the Trust Fund, such rent is no
      greater than 15 percent of the total rent received or accrued under, or in
      connection with, the lease.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc., as Special Servicer, in trust for Wells Fargo Bank Minnesota,
N.A., as Trustee, for Holders of Credit Suisse First Boston Mortgage Securities
Corp. Commercial Mortgage Pass-Through Certificates, Series 2001-CP4 REO
Account." Any such account or accounts shall be an Eligible Account.

            "REO Acquisition": With respect to any Loan, the acquisition by the
Trust Fund of REO Property related to such Loan.

            "REO Acquisition Date": The date of the Trust Fund's acquisition for
federal income tax purposes of any REO Property pursuant to Section 3.09.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(e).

            "REO Extension": As defined in Section 3.16(a).

            "REO Loan": The Loan deemed to be outstanding with respect to each
REO Property. Each REO Loan shall be deemed to be outstanding for so long as the
related REO Property remains part of the Trust Fund, and shall be deemed to
provide for Assumed Scheduled Payments on each Due Date therefor and otherwise
have the same terms and conditions as its predecessor Loan, including, without
limitation, with respect to the calculation of the Mortgage Rate in effect from
time to time (such terms and conditions to be applied without regard to the
default on such predecessor Loan). Each REO Loan shall be deemed to have an
initial outstanding principal balance and Stated Principal Balance equal to the
outstanding principal balance and Stated Principal Balance, respectively, of its
predecessor Loan as of the related REO Acquisition Date. All amounts due and
owing in respect of the predecessor Loan as of the related REO Acquisition Date,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Servicer, the Special Servicer or the Trustee, as applicable, in respect of
the predecessor Loan as of the related REO Acquisition Date, including, without
limitation, any unpaid Special Servicing Fees and Servicing Fees and any
unreimbursed Advances, together with any interest accrued and payable to the
Servicer or the Trustee in respect of such Advances in accordance with Section
3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the
Servicer or the Trustee in respect of an REO Loan. Collections in respect of
each REO Loan (exclusive of amounts to be applied to the payment of, or to be
reimbursed to the Servicer or the Special Servicer for the payment of, the costs
of operating, managing and maintaining the related REO Property) shall be
treated: first, as a recovery of accrued and unpaid Advances, Primary Servicing
Fees and Servicing Fees and related interest due the Servicer or the Trustee, as
applicable; second, as a recovery of accrued and unpaid interest on such REO
Loan at the related Mortgage Rate to but not including the Due Date in the Due
Period of receipt; third, as a recovery of principal of such REO Loan to the
extent of its entire unpaid principal balance; and fourth, in accordance with
the Servicing Standard of the Servicer, as a recovery of any other amounts due
and owing in respect of such REO Loan, including, without limitation, Yield
Maintenance Charges and Penalty Charges.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders through foreclosure, acceptance of a deed in
lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Loan.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.

            "REO Status Report": A report prepared in CMSA format, as in effect
from time to time, by the Special Servicer, substantially containing the
information described in Exhibit G-5 attached hereto, setting forth, among other
things, with respect to each REO Property that was included in the Trust Fund as
of the close of business on the Determination Date immediately preceding the
preparation of such report, (i) the acquisition date of such REO Property, (ii)
the amount of income collected with respect to any REO Property net of related
expenses and other amounts, if any, received on such REO Property during the
related Due Period and (iii) the value of the REO Property based on the most
recent appraisal or other valuation thereof available to the Special Servicer as
of such date of determination (including any prepared internally by the Special
Servicer).

            "Request for Release": A release signed by a Servicing Officer of
the Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.

            "Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.

            "Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President, corporate trust officer
or assistant corporate trust officer of the Trustee having direct responsibility
for the administration of this Agreement, and with respect to any successor
Trustee, any officer or assistant officer in the corporate trust department of
the Trustee or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee because of such officer's knowledge
of and familiarity with the particular subject.

            "Restricted Servicer Reports": Collectively, the Comparative
Financial Status Report, the Servicer Watch List, the Operating Statement
Analysis Report, the Asset Status Report and NOI Adjustment Worksheet.

            "Revised Rate": With respect to the ARD Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence of a default)
for each applicable ARD Loan, as calculated and as set forth in the related ARD
Loan.

            "Rule 144A Global Certificate": As defined in Section 5.01(a).

            "Securities Act": The Securities Act of 1933, as amended.

            "Security Agreement": With respect to any Loan, any security
agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security
interest in the personal property constituting security for repayment of such
Loan.

            "Security Position Listing": A listing prepared by the Depository of
the holdings of Depository Participants with respect to the Certificates.

            "Servicer": Midland Loan Services, Inc. and its successors in
interest and assigns, or any successor servicer appointed as herein provided.

            "Servicer Remittance Date": With respect to any Distribution Date,
the Business Day preceding such Distribution Date.

            "Servicer Remittance Report": A report prepared by the Servicer in
CMSA Loan Periodic Update File format containing such information regarding the
Loans as will permit the Trustee to calculate the amounts to be distributed
pursuant to Section 4.01 and to furnish statements to Certificateholders
pursuant to Section 4.02, including information on the outstanding principal
balances of each Loan specified therein, and containing such additional
information as the Servicer, the Special Servicer and the Trustee may from time
to time agree.

            "Servicer Watch List": A report prepared in CMSA format, as in
effect from time to time, by the Servicer substantially containing the
information described in Exhibit G-6 attached hereto, setting forth, among other
things, a description of any Loan that, as of the Determination Date immediately
preceding the preparation of such report, is in jeopardy of becoming a Specially
Serviced Loan (as described in Section 3.12(e)).

            "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Servicer in connection with the
servicing and administering of (a) a Loan in respect of which a default,
delinquency or other unanticipated event has occurred or is reasonably
foreseeable or (b) an REO Property, including, in the case of both (a) and (b),
but not limited to, the cost of (i) compliance with the Servicer's obligations
set forth in Section 3.03(c), (ii) the preservation, restoration and protection
of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds
or any Liquidation Proceeds of the nature described in clauses (i) through (iv)
of the definition of "Liquidation Proceeds," (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, (v)
the operation, leasing, management, maintenance and liquidation of any REO
Property, (vi) any Appraisal, and (vii) any "forced placed" insurance policy
purchased.

            "Servicing Fee": With respect to each Loan and REO Loan, the fee
payable to the Servicer pursuant to the first paragraph of Section 3.11(a).

            "Servicing Fee Rate": With respect to the Servicer and each Loan,
Specially Serviced Loan, and REO Loan, a rate equal to 0.05% per annum computed
on the same basis and in the same manner as interest is computed on the related
Loan.

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Borrower in connection with, or relating to the
origination and servicing of any Loan or which are reasonably required for the
ongoing administration of the Loan, including appraisals, surveys, engineering
reports, environmental reports, financial statements, leases, rent rolls and
tenant estoppels.

            "Servicing Officer": Any officer and/or employee of the Servicer or
the Special Servicer involved in, or responsible for, the administration and
servicing of the Loans, whose name and specimen signature appear on a list of
servicing officers furnished by the Servicer to the Trustee and the Depositor on
the Closing Date as such list may be amended from time to time thereafter.

            "Servicing Standard": As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Loan, the occurrence
of any of the following events:

            (i) a payment default shall have occurred on such Loan at its
      Maturity Date (unless, with respect to the Landmark Loan, such default is
      cured by the Directing Certificateholder of the Class LM Participation
      Certificates); or

            (ii) any Monthly Payment (other than a Balloon Payment) is 60 days
      or more delinquent (unless, with respect to the Landmark Loan, such
      default is cured by the Directing Certificateholder of the Class LM
      Participation Certificates); or

            (iii) the Servicer determines that a payment default has occurred or
      is imminent and is not likely to be cured by the related Borrower within
      60 days; or

            (iv) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      or the appointment of a conservator or receiver or liquidator in any
      insolvency, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs
      is entered against the related Borrower; provided that if such decree or
      order is discharged or stayed within 60 days of being entered, such Loan
      shall not be a Specially Serviced Loan (and no Special Servicing Fees,
      Workout Fees or Liquidation Fees will be payable with respect thereto); or

            (v) the related Borrower shall file for or consent to the
      appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshaling of assets and liabilities or similar
      proceedings of or relating to such Borrower or of or relating to all or
      substantially all of its property; or

            (vi) the related Borrower shall admit in writing its inability to
      pay its debts generally as they become due, file a petition to take
      advantage of any applicable insolvency or reorganization statute, make an
      assignment for the benefit of its creditors, or voluntarily suspend
      payment of its obligations; or

            (vii) the Servicer has received notice of the foreclosure or
      proposed foreclosure of any lien on the related Mortgaged Property; or

            (viii) any other default has occurred which has materially and
      adversely affected the value of the related Loan and has continued
      unremedied for the applicable grace period specified in the related
      Mortgage (unless, with respect to the Landmark Loan, such default is cured
      by the Directing Certificateholder of the Class LM Participation
      Certificates); or

            (ix) with respect to the Landmark Loan, the election by the
      Directing Certificateholder of the Class LM Participation Certificates not
      to cure a monetary or non-monetary default as described in Section
      3.33(c), which default would otherwise result in a Servicing Transfer
      Event with respect to such Loan; or

            (x) with respect to the Landmark Loan, the election by the Directing
      Certificateholder of the Class LM Participation Certificates not to
      exercise its purchase option with respect to such Loan under Section
      3.33(b)(i), if the event giving rise to such purchase option would
      otherwise result in a Servicing Transfer Event with respect to such Loan.

            "Significant Loan": At any time, (a) any Loan (i) whose principal
balance is $20,000,000 or more at such time or (ii) that is (x) a Loan, (y) part
of a group of Crossed Loans or (z) part of a group of Loans made to affiliated
Borrowers that, in each case, in the aggregate, represents 5% or more of the
aggregate outstanding principal balance of all of the Loans at such time or (b)
any one of the ten largest Loans, (which for the purposes of this definition
shall include groups of Crossed Loans and groups of Loans made to affiliated
Borrowers) by outstanding principal balance at such time.

            "Similar Law": As defined in Section 5.02(e).

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide that it is formed solely for
the purpose of owning and pledging Defeasance Collateral; does not engage in any
business unrelated to such Defeasance Collateral; does not have any assets other
than those related to its interest in the Defeasance Collateral and may not
incur any indebtedness other than as required to assume the defeased obligations
under the related Note; it shall maintain its own books, records and accounts,
in each case which are separate and apart from the books, records and accounts
of any other Person; it shall hold regular meetings, as appropriate, to conduct
its business, and shall observe all entity level formalities and recordkeeping;
it shall conduct business in its own name and use separate stationery, invoices
and checks; it may not guarantee or assume the debts or obligations of any other
Person; it shall not commingle its assets or funds with those of any other
Person; it shall pay its obligations and expenses from its own funds and
allocate and charge reasonably and fairly any common employees or overhead
shared with Affiliates; it shall prepare separate tax returns and financial
statements or, if part of a consolidated group, shall be shown as a separate
member of such group; it shall transact business with Affiliates on an
arm's-length basis pursuant to written agreements; and it shall hold itself out
as being a legal entity, separate and apart from any other Person. The SPE's
organizational documents shall provide that any dissolution and winding up or
insolvency filing for such entity requires the unanimous consent of all partners
or members, as applicable, and that such documents may not be amended with
respect to the Single-Purpose Entity requirements so long as any Certificates
are outstanding.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest.

            "Special Events": As defined in Section 4.02(b).

            "Special Servicer": Lennar Partners, Inc. and its successors in
interest and assigns, or any successor special servicer appointed as herein
provided.

            "Special Servicing Fee": With respect to each Specially Serviced
Loan and REO Loan, the fee payable to the Special Servicer pursuant to the first
paragraph of Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, 0.25% per annum computed on the basis of the
Stated Principal Balance of the related Loan and for the same period for which
any related interest payment on the related Specially Serviced Loan is computed,
as more particularly described in Section 3.11.

            "Specially Serviced Loan": As defined in Section 3.01(a).

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of any state, the
applicability of which to the Trust Fund or the Trust REMICs shall have been
confirmed to the Trustee in writing either by the delivery to the Trustee of an
Opinion of Counsel to such effect (which Opinion of Counsel shall not be at the
expense of the Trustee), or by the delivery to the Trustee of a written
notification to such effect by the taxing authority of such state.

            "Stated Principal Balance": With respect to any Loan or the Landmark
Non-Pooled Portion (other than an REO Loan), as of any date of determination, an
amount equal to (x) the Cut-off Date Principal Balance of such Loan or the
Landmark Non-Pooled Portion minus (y) the sum of:

            (i) the principal portion of each Monthly Payment due on such Loan
      or Landmark Non-Pooled Portion after the Cut-off Date, to the extent
      received from the Borrower or advanced by the Servicer or Trustee, as
      applicable, and distributed to Certificateholders on or before such date
      of determination;

            (ii) all Principal Prepayments received with respect to such Loan or
      the Landmark Non-Pooled Portion after the Cut-off Date, to the extent
      distributed to Certificateholders on or before such date of determination;

            (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Loan or
      the Landmark Non-Pooled Portion after the Cut-off Date, to the extent
      distributed to Certificateholders on or before such date of determination;

            (iv) any reduction in the outstanding principal balance of such Loan
      or the Landmark Non-Pooled Portion resulting from a Deficient Valuation
      that occurred prior to the end of the Due Period for the most recent
      Distribution Date; and

            (v) any reduction in the outstanding principal balance of such Loan
      or the Landmark Non-Pooled Portion due to a modification by the Special
      Servicer pursuant to Section 3.20(d).

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Loan
(including the Stated Principal Balances of the Landmark Non-Pooled Portion if
applicable) as of the related REO Acquisition Date, minus (y) the sum of:

            (i) the principal portion of any P&I Advance made with respect to an
      REO Loan on or after the related REO Acquisition Date, to the extent
      distributed to Certificateholders on or before such date of determination;
      and

            (ii) the principal portion of all Insurance and Condemnation
      Proceeds, Liquidation Proceeds and REO Revenues received with respect to
      such REO Loan, to the extent distributed to Certificateholders on or
      before such date of determination.

            A Loan or an REO Loan shall be deemed to be part of the Trust Fund
and to have an outstanding Stated Principal Balance until the Distribution Date
on which the payments or other proceeds, if any, received in connection with a
Liquidation Event in respect thereof are to be distributed to
Certificateholders.

            The Stated Principal Balance of any Loan or the Landmark Non-Pooled
Portion as to which there has been a Final Recovery Determination shall be,
following the application of all amounts received in received in connection with
such Loan or the Landmark Non-Pooled Portion in accordance with the terms
hereof, zero.

            "Statement to Certificateholders": As defined in Section 4.02(a).

            "Sub-Servicer": Any Person with which the Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement, including any Primary
Servicer.

            "Sub-Servicing Agreement": The subservicing agreements between the
Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Loans by such Sub-Servicer as
provided in Section 3.22, including any Primary Servicing Agreement.

            "Subordinate Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class
O Certificate or any Class LM Participation Certificate.

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Loan being replaced calculated as of the date of
substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loan as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Loans, the Substitution Shortfall Amount shall be
determined as provided in the preceding sentence on the basis of the aggregate
Purchase Prices of the Loan or Loans being replaced and the aggregate Stated
Principal Balances of the related Qualified Substitute Mortgage Loan or Mortgage
Loans.

            "Successor Manager": As defined in Section 3.19(c).

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC, the Lower-Tier REMIC and
the Loan REMICs created hereunder due to its classification as a REMIC under the
REMIC Provisions, and Forms 1041 for the portions of the Trust Fund intended to
be treated as a grantor trust for federal income tax purposes, together with any
and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal or State Tax Laws.

            "Termination Notice": As defined in Section 7.01(b).

            "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

            "Transfer Affidavit": As defined in Section 5.02(g)(i)(B).

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

            "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

            "Transferor Letter": As defined in Section 5.02(g)(i)(D).

            "Treasury Rate": With respect to any Principal Prepayment made on a
Loan, the yield calculated by the linear interpolation of the yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Release")
under the heading "U.S. government securities" and the subheading "Treasury
constant maturities" for the week ending immediately before the related
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment Date). If
the Release is no longer published, the Servicer shall select a comparable
publication to determine the Treasury Rate in its reasonable discretion.

            "Trust": As defined in the Preliminary Statement.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Loans subject to this Agreement
and all interest and principal received or receivable on or with respect to the
Loans (other than payments of principal and interest due and payable on the
Loans on or before the Cut-off Date and Principal Prepayments paid on or before
the Cut-off Date), together with all documents included in the related Mortgage
Files; (ii) such funds or assets as from time to time are deposited in the
Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account and, if established, the REO Account;
(iii) any REO Property; (iv) the rights of the mortgagee under all Insurance
Policies with respect to the Loans; (v) the Uncertificated Lower-Tier Interests;
(vi) the Loan REMIC Regular Interests; (vii) the Crystal Pavilion/Petry Building
Loan REMIC Residual Interest, the Landmark Loan REMIC Residual Interest and the
Lower-Tier REMIC Residual Interest; and (viii) the rights of the Depositor under
the Mortgage Loan Purchase Agreements.

            "Trust REMIC": Any of the Loan REMICs, the Lower-Tier REMIC and the
Upper-Tier REMIC.

            "Trustee": Wells Fargo Bank Minnesota, N.A., a national banking
association, in its capacity as trustee and its successors in interest, or any
successor trustee appointed as herein provided.

            "Trustee Exception Report": As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.

            "Trustee Fee Rate": A rate equal to 0.00175% per annum computed on
the basis of a 360-day year consisting of twelve 30-day months on the Stated
Principal Balance of the related Loan.

            "UCC": The Uniform Commercial Code, as enacted in each applicable
state.

            "UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated Lower-Tier Interests": Any of the Class LA-1, Class
LA-2, Class LA-3, Class LA-4A, Class LA-4B, Class LB, Class LC, Class LD, Class
LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM, Class
LN, Class LO and Class LLM-1, Class LLM-2 and Class LLM-3 Uncertificated
Interests.

            "Uncovered Prepayment Interest Shortfall": As to any Distribution
Date and any Loan (other than a Specially Serviced Loan and other than any Loans
described in the proviso in the penultimate paragraph of Section 3.11(a) in
connection with a Principal Prepayment described therein) as to which a
Principal Prepayment is made, the amount, if any, by which the Prepayment
Interest Shortfall relating to a Principal Prepayment, if any, for such Loan as
of such Distribution Date exceeds the sum of (i) the Servicing Fee attributable
to such Loan and (ii) the investment income accruing on the related Principal
Prepayment (other than any Principal Prepayment described in the proviso in the
penultimate paragraph of Section 3.11(a)) and due to the Servicer for the period
from the date of such prepayment to the end of the related Due Period; provided
that, the calculation above shall not apply if the Loan Documents allow
prepayment on a date other than a Due Date.

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the Uncovered
Prepayment Interest Shortfalls, if any, for such Distribution Date exceeds (ii)
the aggregate amount of Prepayment Interest Excesses, if any, on all Loans for
such Distribution Date.

            "Underwriters": Collectively, Credit Suisse First Boston
Corporation, PNC Capital Markets, Inc., Lehman Brothers Inc. and Salomon Smith
Barney Inc.

            "Underwritten Debt Service Coverage Ratio": As listed on Exhibit J
hereto.

            "Underwritten Net Cash Flow": With respect to any Loan or Mortgaged
Property, cash flow available for debt service, as determined by the applicable
Mortgage Loan Seller based on Borrower-supplied information or an appraisal for
a recent period that is generally calendar year 2000 or the most recent
twelve-month period preceding the origination date.

            "Unpaid Interest Shortfall Amount": As to the first Distribution
Date and any Class of Regular Certificates, zero. As to any Distribution Date
after the first Distribution Date and any Class of Regular Certificates, the
amount, if any, by which the sum of the Interest Shortfall Amounts for such
Class for prior Distribution Dates exceeds the sum of the amounts distributed on
such Class on prior Distribution Dates in respect of such Interest Shortfall
Amounts.

            "Unrestricted Servicer Reports": Collectively, the Delinquent Loan
Status Report, Historical Loan Modification Report, Historical Loss Estimate
Report and REO Status Report.

            "Upper-Tier Distribution Account": The account, accounts or
sub-account created and maintained by the Trustee, pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2001-CP4, Upper-Tier Distribution Account." Any such account or accounts shall
be an Eligible Account or a subaccount of an Eligible Account.

            "Upper-Tier REMIC": One of the four separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.

            "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any State thereof or the District of Columbia
(other than a partnership that is not treated as a United States person under
any applicable Treasury regulations), an estate whose income is subject to
United States federal income tax purposes regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury Regulations, certain
trusts in existence on August 20, 1996 and treated as United States persons
prior to such date that elect to continue to be so treated also shall be
considered U.S. Persons.

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class A-X and Class A-CP Certificates, (based on the
respective Notional Balance of each Class related to the aggregate Notional
Balance of the two Classes) and (ii) in the case of any other Class of Regular
Certificates a percentage equal to the product of 98% and a fraction, the
numerator of which is equal to the aggregate Certificate Balance of such Class,
in each case, determined as of the Distribution Date immediately preceding such
date of determination, and the denominator of which is equal to the aggregate
Certificate Balance of the Regular Certificates (other than the Class A-X and
Class A-CP Certificates and the Class LM Participation Certificates), each
determined as of the Distribution Date immediately preceding such date of
determination. None of the Class V, Class R or Class LR Certificates or the
Class LM Participation Certificates will be entitled to any Voting Rights. For
purposes of determining Voting Rights, the Certificate Balance of any Class
shall be deemed to be reduced by allocation of the Collateral Support Deficit to
such Class, but not by Appraisal Reductions allocated to such Class. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.

            "Website": The internet website maintained by the Trustee initially
located at "www.ctslink.com/CMBS" or the internet website of the Servicer
initially located at "www.midlandls.com."

            "Weighted Average Net Mortgage Rate": As to any Distribution Date,
the average, as of such Distribution Date, of the Net Mortgage Pass-Through
Rates of the Loans (other than the Crystal Pavilion/Petry Building Loan and the
Landmark Loan) and the Loan REMIC Regular Interests (but not the Landmark
Non-Pooled Portion), as applicable, weighted by the Stated Principal Balances
thereof.

            "Withheld Amounts": As defined in Section 3.29(a).

            "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Loan.

            "Workout Fee Rate": As defined in Section 3.11(b).

            "Yield Maintenance Charge": With respect to any Loan, the yield
maintenance charge set forth in the related Loan, including but not limited to a
yield maintenance charge which is based on the amount of Defeasance Collateral.
If a Yield Maintenance Charge becomes due for any particular Loan, the Servicer
shall be required to follow the terms and provisions contained in the applicable
Loan Documents; provided, however, that if the related Loan Documents do not
specify which U.S. Treasury obligations are to be used in determining the
discount rate or the reinvestment yield to be applied in such calculation, or if
the related Loan Documents are ambiguous, the Servicer shall be required to use
those U.S. Treasury obligations that will generate the lowest discount rate or
reinvestment yield for the purposes thereof. Accordingly, if either no U.S.
Treasury obligation, or more than one U.S. Treasury obligation, coincides with
the term over which the Yield Maintenance Charge is to be calculated (which,
depending on the applicable Loan Documents, is based on the remaining average
life of the Loan or the actual term remaining through the Maturity Date), the
Servicer shall use the U.S. Treasury obligations that mature closest to but not
exceeding the month in which the term over which the Yield Maintenance Charge is
to be calculated ends, and whose reinvestment yield is the lowest, with such
yield being based on the bid price for such issue as published in the Treasury
Bonds, Notes and Bills section of The Wall Street Journal on the date that is
fourteen (14) days prior to the date that the Yield Maintenance Charge becomes
due and payable (or, if such bid price is not published on that date, the first
preceding date on which such bid price is so published) and converted to a
monthly compounded nominal yield. The monthly compounded nominal yield ("MEY")
is derived from the reinvestment yield or discount rate and shall be defined as
MEY = (12 x [{(1+BEY/2)1/6}-1]) x 100 where BEY is defined as the U.S. Treasury
Reinvestment Yield in decimal, not percentage, form, and 1/6 is the exponential
power to which a portion of the equation is raised. For example, using a BEY of
5.50%, the MEY = (12 x [{(1 + 0.055/2) 0.16667}-1]) x 100, where 0.055 is the
decimal version of the percentage 5.50%, and 0.16667 is the decimal version of
the exponential power. (The MEY calculated in the above example is 5.438%.)

            "Yield Rate": With respect to any Loan, a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in the
most recent "Federal Reserve Statistical Release H.15 - Selected Interest Rates"
under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Loan being prepaid or the monthly equivalent
of such rate. If Federal Reserve Statistical Release H.15 - Selected Interest
Rates is no longer published, the Servicer, on behalf of the Trustee, will
select a comparable publication to determine the Yield Rate.

            Section 1.02 Certain Calculations. Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall
apply:

            (i) All calculations of interest with respect to the Loans and of
      interest earned on Advances provided for herein shall be made on the basis
      of a 360-day year consisting of twelve 30-day months.

            (ii) Any Loan payment is deemed to be received on the date such
      payment is actually received by the Servicer, the Special Servicer or the
      Trustee; provided, however, that for purposes of calculating distributions
      on the Certificates, (i) any voluntary Principal Prepayment made on a date
      other than the related Due Date and in connection with which the Servicer
      has collected interest thereon through the end of the related Mortgage
      Interest Accrual Period shall be deemed to have been made, and the
      Servicer shall apply such Principal Prepayment to reduce the outstanding
      principal balance of the related Loan as if such Principal Prepayment had
      been received, on the following Due Date and (ii) all other Principal
      Prepayments with respect to any Loan are deemed to be received on the date
      they are applied to reduce the outstanding principal balance of such Loan.

            (iii) Any reference to the Certificate Balance of any Class of
      Certificates on or as of a Distribution Date shall refer to the
      Certificate Balance of such Class of Certificates on such Distribution
      Date after giving effect to (a) any distributions made on such
      Distribution Date pursuant to Section 4.01(a) and (b) any Collateral
      Support Deficit allocated to such Class on such Distribution Date pursuant
      to Section 4.04.

            Section 1.03 Loan Identification Convention.

            Loans shall be identified in this Agreement by reference to their
respective loan numbers, as set forth under the column heading "Loan #" in Annex
A to the Prospectus Supplement.


                                   ARTICLE II

                              CONVEYANCE OF LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Loans
identified on the Mortgage Loan Schedule, (ii) the Mortgage Loan Purchase
Agreements, (iii) the Crystal Pavilion/Petry Building Loan REMIC Regular
Interest and the Crystal Pavilion/Petry Building Loan REMIC Residual Interest
and (iv) all other assets included or to be included in the Trust Fund. Such
assignment includes all interest and principal received or receivable on or with
respect to the Loans (other than payments of principal and interest due and
payable on the Loans on or before the Cut-off Date and Principal Prepayments
paid on or before the Cut-off Date). The transfer of the Loans and the related
rights and property accomplished hereby is absolute and, notwithstanding Section
10.07, is intended by the parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed each Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with the Trustee (with a copy to the Trustee, the
Servicer and the Special Servicer), on or before the Closing Date, the Mortgage
File (except item (xvi) in the definition of Mortgage File, which shall be
delivered to and deposited with the Servicer with a copy to the Trustee) for
each Loan so assigned. If a Mortgage Loan Seller cannot deliver, or cause to be
delivered as to any Loan, the original Note, such Mortgage Loan Seller shall
deliver a copy or duplicate original of such Note, together with an affidavit
substantially in the form attached as Exhibit H hereto, certifying that the
original thereof has been lost or destroyed.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (viii), (xi), (xii) and (xiv) of the definition of
"Mortgage File," with evidence of recording or filing thereon, solely because of
a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) shall be deemed to have been satisfied and such non-delivered document
or instrument shall be deemed to have been included in the Mortgage File,
provided that a photocopy of such non-delivered document or instrument
(certified by the applicable public recording or filing office, the applicable
title insurance company or such Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted for recording or filing) is delivered to
the Trustee, and the Servicer on or before the Closing Date, and either the
original of such non-delivered document or instrument, or a photocopy thereof
(certified by the appropriate public recording or filing office to be a true and
complete copy of the original thereof submitted for recording or filing), with
evidence of recording or filing thereon, is delivered to the Trustee within 120
days of the Closing Date, which period may be extended up to two times, in each
case for an additional period of 45 days provided that such Mortgage Loan
Seller, as certified in writing to the Trustee prior to each such 45-day
extension, is in good faith attempting to obtain from the appropriate county
recorder's office such original or photocopy.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (viii), (xi), (xii) and (xiv) of the definition of
"Mortgage File," with evidence of recording or filing thereon, for any other
reason, including, without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File if a photocopy of such non-delivered document
or instrument (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof submitted for recording or filing) is delivered to the Trustee
and to the Servicer on or before the Closing Date.

            Neither the Trustee nor the Servicer shall be liable for any failure
by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). Notwithstanding the foregoing, if any Mortgage Loan Seller fails to
deliver a UCC-2 or UCC-3 on or before the Closing Date as required above solely
because the related UCC-1 has not been returned to such Mortgage Loan Seller by
the applicable filing office, such Mortgage Loan Seller shall not be in breach
of its obligations with respect to such delivery, provided that the Mortgage
Loan Seller promptly forwards such UCC-1 to the Trustee (with a copy to the
Servicer) upon its return, together with the related original UCC-3 in a form
appropriate for filing.

            (c) At the expense of the related Mortgage Loan Seller, the Trustee
(directly or through its designee) shall, as to each Loan, use its best efforts
to promptly (and in any event no later than the later of (i) 120 days after the
Closing Date and (ii) 60 days from receipt of documents in form suitable for
recording or filing, as applicable, including, without limitation, all necessary
recording and filing information) cause to be submitted for recording or filing,
as the case may be, each assignment referred to in clauses (iii) and (v) of the
definition of "Mortgage File" and each UCC-2 or UCC-3 to the Trustee referred to
in clause (xi) of the definition of "Mortgage File." Each such assignment shall
reflect that it should be returned by the public recording office to the Trustee
following recording, and each such UCC-2 or UCC-3 shall reflect that the file
copy thereof should be returned to the Trustee following filing. If any such
document or instrument is lost or returned unrecorded or unfiled because of a
defect therein, the Trustee shall prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee
shall upon receipt thereof cause the same to be duly recorded or filed, as
appropriate. Within 30 days following request for reimbursement, the Depositor
shall reimburse the Trustee for all of its costs and expenses incurred in
performing its obligation under this Section 2.01(c).

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Loans (including reserve and
escrow agreements, cash management agreements, lockbox agreements, financial
statements, operating statements and any other information provided by the
respective Borrower from time to time, but excluding documents prepared by the
applicable Mortgage Loan Seller or any of its Affiliates solely for internal
communication and any other documents in the related servicing file) that are
not required to be a part of a Mortgage File in accordance with the definition
thereof, together with copies of all instruments and documents which are
required to be a part of the related Mortgage File in accordance with the
definition thereof, shall be delivered by the Depositor (or the Depositor shall
cause them to be delivered) to the Servicer on or prior to the Closing Date and
shall be held by the Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders (and as holder of the Uncertificated Lower-Tier
Interests and the Loan REMIC Regular Interests).

            (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Servicer, on or before
the Closing Date, a fully executed original counterpart of each of the Mortgage
Loan Purchase Agreements, as in full force and effect, without amendment or
modification, on the Closing Date.

            (f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Loans in the name
of such Mortgage Loan Seller or any other name to be transferred to the Servicer
(or a Sub-Servicer at the direction of the Servicer) for deposit into Servicing
Accounts.

            (g) For purposes of this Section 2.01, and notwithstanding any
contrary provision hereof or of the definition of "Mortgage File", if there
exists with respect to any group of Crossed Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Loans in such group of Crossed Loans,
the inclusion of the original or certified copy of such document or instrument
in the Mortgage File for any of such Crossed Loans and the inclusion of a copy
of such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans shall be deemed the inclusion of
such original or certified copy in the Mortgage Files for each such Crossed
Loan.

            (h) Notwithstanding anything to the contrary in this Agreement, the
Depositor shall deliver to the Servicer any original letters of credit relating
to the Mortgage Loans and the Servicer shall hold such letters of credit on
behalf of the Trustee.

            Section 2.02 Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, and to the
further review provided for in Section 2.02(b), of the Notes, fully executed
original counterparts of the Mortgage Loan Purchase Agreements, of the Crystal
Pavilion/Petry Building Loan REMIC Regular Interest, the Crystal Pavilion/Petry
Building Loan REMIC Residual Interest and the Crystal Pavilion/Petry Building
Loan REMIC Declaration and of all other assets included in the Trust Fund, in
good faith and without notice of any adverse claim, and declares that it holds
and will hold such documents and any other documents delivered or caused to be
delivered by the Mortgage Loan Sellers constituting the Mortgage Files, and that
it holds and will hold such other assets included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.

            (b) Within 60 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing to each of the
Depositor, the Servicer, the Special Servicer and the applicable Mortgage Loan
Seller that, as to each Loan listed in the Mortgage Loan Schedule (other than
any Loan paid in full and any Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) through (v), (ix) (without regard to the
parenthetical clause), (xi) and (xii) of the definition of "Mortgage File" are
in its possession, and (ii) all documents delivered or caused to be delivered by
such Mortgage Loan Seller constituting the Mortgage Files have been received,
have been executed, appear to be what they purport to be, purport to be recorded
or filed (if recordation or filing is specified for such document in the
definition of "Mortgage File") and have not been torn, mutilated or otherwise
defaced, and that such documents relate to the Loans identified on the Mortgage
Loan Schedule.

            (c) The Trustee shall review each of the Loan Documents received
after the Closing Date; and, on or about 90 days following the Closing Date, 180
days following the Closing Date, the first anniversary of the Closing Date, 180
days following the first anniversary of the Closing Date, 270 days following the
first anniversary of the Closing Date and on the second anniversary of the
Closing Date, the Trustee shall, subject to Sections 2.01 and 2.02(d), certify
in writing to each of the Depositor, the Servicer, the Special Servicer and the
Mortgage Loan Seller that, as to each Loan listed on the Mortgage Loan Schedule
(excluding any Loan as to which a Liquidation Event has occurred or any Loan
specifically identified in any exception report annexed thereto as not being
covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix) (without regard to the parenthetical clause), (xi) and (xii)
of the definition of "Mortgage File" are in its possession, (ii) it has received
either a recorded original of each of the assignments specified in clause (iii)
and clause (v) of the definition of "Mortgage File," or, insofar as an
unrecorded original thereof had been delivered or caused to be delivered by the
applicable Mortgage Loan Seller, a copy of such recorded original certified by
the applicable public recording office to be true and complete, and (iii) all
such Loan Documents have been received, have been executed, appear to be what
they purport to be, purport to be recorded or filed (if recordation or filing is
specified for such document in the definition of "Mortgage File") and have not
been torn, mutilated or otherwise defaced, and that such documents relate to the
Loans identified on the Mortgage Loan Schedule. The Trustee shall, upon request,
provide the Servicer with recording and filing information as to recorded
Mortgages, Assignments of Lease and UCC financing statements to the extent that
the Trustee receives them from the related recording offices.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in clauses
(vi), (vii), (viii), (x), (xiii) through (xix) of the definition of "Mortgage
File" exist or are required to be delivered by the Depositor, a Mortgage Loan
Seller or any other Person other than to the extent identified on the related
Mortgage Loan Schedule, (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Loans delivered to it
to determine that the same are valid, legal, effective, in recordable form,
genuine, enforceable, sufficient or appropriate for the represented purpose or
that they are other than what they purport to be on their face or (iii) to
determine whether any omnibus assignment specified in clause (vii) of the
definition of "Mortgage File" is effective under applicable law or (iv) to
determine whether more than one county and state financing statement is required
to be filed for any given Mortgage.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that (a) any document required to be included
in the Mortgage File is not in its possession within the time required under the
applicable Mortgage Loan Purchase Agreement or (b) such document has not been
properly executed or is otherwise defective on its face (each, a "Defect" in the
related Mortgage File), the Trustee shall promptly so notify the Depositor, the
Servicer, the Special Servicer and the applicable Mortgage Loan Seller, by
providing a written report (the "Trustee Exception Report") setting forth for
each affected Loan, with particularity, the nature of such Defect. The Trustee
shall not be required to verify the conformity of any document with the Mortgage
Loan Schedule, except that such documents have been properly executed or
received, have been recorded or filed (if recordation is specified for such
document in the definition of "Mortgage File"), appear to be related to the
Loans identified on the Mortgage Loan Schedule, appear to be what they purport
to be, or have been torn, mutilated or otherwise defaced.

            (f) Upon the second anniversary of the Closing Date, the Trustee
shall deliver a final exception report as to any remaining Defects or required
Loan Documents that are not in its possession and that it was required to review
pursuant to Section 2.02(c).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase of Loans by the Mortgage Loan Sellers for Defects in
Mortgage Files and Breaches of Representations and Warranties.

            (a) The Depositor hereby represents and warrants that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Loans in accordance
      with this Agreement; the Depositor has duly authorized the execution,
      delivery and performance of this Agreement, and has duly executed and
      delivered this Agreement;

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Loans or the ability
      of the Depositor to carry out the transactions contemplated by this
      Agreement;

            (v) The Depositor is the lawful owner of the Loans free and clear of
      any liens, pledges, charges or security interests of any nature
      encumbering such Loan with the full right to transfer the Loans to the
      Trust Fund and upon the assignment of the Loans to the Trust, the Loans
      will be validly transferred to the Trust;

            (vi) Following consummation of the conveyance of the Loans by the
      Depositor to the Trustee, the Depositor shall take no action inconsistent
      with the Trust Fund's ownership of the Loans, and if a third party,
      including a potential purchaser of the Loans, should inquire, the
      Depositor shall promptly indicate that the Loans have been sold and shall
      claim no ownership interest therein; and

            (vii) Each Loan and the Crystal Pavilion/Petry Building Loan REMIC
      Regular Interest is a "qualified mortgage" within the meaning of Code
      Section 860G(a)(3) (but without regard to the rule in Treasury Regulations
      Section 1.860G-2(f)(2) that treats a defective obligation as a qualified
      mortgage).

            (b) If any Certificateholder, the Servicer, the Special Servicer or
the Trustee discovers or receives notice of a Defect or a breach of any
representation or warranty made, or required to be made, with respect to a Loan
by any Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement (a "Breach"), it shall give notice to the Servicer, the Special
Servicer and the Trustee. If the Servicer or the Special Servicer determines
that such Defect or Breach materially and adversely affects the value of any
Loan or the interests of the Certificateholders therein (any such Defect or
Breach, a "Material Document Defect" or a "Material Breach", respectively), it
shall give prompt written notice of such Defect or Breach to the Depositor, the
Trustee, the Servicer, the Special Servicer and the applicable Mortgage Loan
Seller and shall request that (A) such Mortgage Loan Seller or (B) in the event
the CSFB Mortgage Loan Seller shall fail to act, Credit Suisse First Boston,
acting through the Cayman Branch, not later than the earlier of 90 days from the
receipt by the applicable Mortgage Loan Seller of such notice or discovery by
such Mortgage Loan Seller of such Defect or Breach (subject to the immediately
succeeding paragraph, the "Initial Resolution Period"), (i) cure such Defect or
Breach in all material respects (ii) repurchase the affected Loan at the
applicable Purchase Price in conformity with the related Mortgage Loan Purchase
Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for such
affected Loan (provided that in no event shall such substitution occur later
than the second anniversary of the Closing Date) and pay to the Servicer for
deposit into the Collection Account any Substitution Shortfall Amount in
connection therewith in conformity with the related Mortgage Loan Purchase
Agreement; provided, however, that if (i) such Material Document Defect or
Material Breach is capable of being cured but not within the Initial Resolution
Period, (ii) such Material Document Defect or Material Breach is not related to
any Loan's not being a "qualified mortgage" within the meaning of the REMIC
Provisions and (iii) the Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Document Defect or Material Breach
within the Initial Resolution Period , then the Mortgage Loan Seller shall have
an additional 90 days to cure such Material Document Defect or Material Breach,
provided that the Mortgage Loan Seller has delivered to the Rating Agencies and
the Trustee an officer's certificate from an officer of the Mortgage Loan Seller
that describes the reasons that the cure was not effected within the Initial
Resolution Period and the actions that it proposes to take to effect the cure
and that states that it anticipates that the cure will be effected within the
additional 90-day period. Notwithstanding the foregoing, if a Loan is not
secured by a hotel, restaurant (operated by the Borrower), healthcare facility,
nursing home, assisted living facility, self-storage facility, theatre, mobile
home park or fitness center (operated by the Borrower) property, then the
failure to deliver to the Trustee copies of the UCC Financing Statements with
respect to such Loan shall not be a Material Document Defect.

            Any Defect or Breach which causes any Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code) shall be deemed
to materially and adversely affect the interest of Certificateholders therein.
If the affected Loan is to be repurchased, the Trustee shall designate the
Collection Account as the account into which funds in the amount of the Purchase
Price are to be deposited by wire transfer.

            If (x) a Loan is to be repurchased as contemplated above, (y) such
Loan is a Crossed Loan and (z) the applicable Defect or Breach does not
otherwise constitute a Material Document Defect or a Material Breach, as the
case may be, as to any related Crossed Loan, then the applicable Defect or
Breach shall be deemed to constitute a Material Document Defect or a Material
Breach as to any related Crossed Loan for purposes of the above provisions, and
the Mortgage Loan Seller shall be required to repurchase any related Crossed
Loan in accordance with the provisions above unless, in the case of a Breach,
the Crossed Loan Repurchase Criteria would be satisfied if the Mortgage Loan
Seller were to repurchase only the affected Crossed Loans as to which a Material
Breach had occurred without regard to this paragraph. In the event that the
Crossed Loan Repurchase Criteria would be so satisfied, the Mortgage Loan Seller
may elect either to repurchase only the affected Crossed Loan as to which the
Material Breach exists or to repurchase the aggregated Crossed Loans. The
determination of the Servicer as to whether the Crossed Loan Repurchase Criteria
have been satisfied shall be conclusive and binding in the absence of manifest
error. The Servicer will be entitled to cause to be delivered, or direct the
Mortgage Loan Seller to (in which case the Mortgage Loan Seller shall) cause to
be delivered to the Servicer, an Appraisal of any or all of the related
Mortgaged Properties for purposes of determining whether clause (ii) of the
definition of Crossed Loan Repurchase Criteria has been satisfied, in each case
at the expense of the Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the Mortgage Loan Seller (such approval not to be
unreasonably withheld).

            With respect to any Crossed Loan conveyed hereunder, to the extent
that the Mortgage Loan Seller repurchases an affected Crossed Loan in the manner
prescribed above while the Trustee continues to hold any related Crossed Loans,
the Mortgage Loan Seller and the Depositor have agreed in the Mortgage Loan
Purchase Agreement to forbear from enforcing any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective affected Crossed Loans, including,
with respect to the Trustee, the Primary Collateral securing Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Crossed Loan or
Crossed Loans held by such party, then both parties have agreed in the Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Loan
Documents evidencing and securing the relevant Loans can be modified in a manner
that complies with the Mortgage Loan Purchase Agreement to remove the threat of
impairment as a result of the exercise of remedies. Any reserve or other cash
collateral or letters of credit securing the Crossed Loans shall be allocated
between such Loans in accordance with the Loan Documents, or otherwise on a pro
rata basis based upon their outstanding Stated Principal Balances. All other
terms of the Loans shall remain in full force and effect, without any
modification thereof.

            In connection with any repurchase of or substitution for a Loan
contemplated by this Section 2.03, the Trustee, the Servicer and the Special
Servicer shall each tender to the related Mortgage Loan Seller (in the event of
a repurchase or substitution by a Mortgage Loan Seller) upon delivery to each of
the Trustee, the Servicer and the Special Servicer of a trust receipt executed
by such Mortgage Loan Seller, all portions of the Mortgage File, the Servicing
File and other documents pertaining to such Loan possessed by it, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee, shall be endorsed or assigned, as the case may be, to
such Mortgage Loan Seller in the same manner as provided in Section 7 of the
related Mortgage Loan Purchase Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Document Defect with respect to one or more Mortgaged Properties (but
not all of the Mortgaged Properties) with respect to a Loan, the applicable
Mortgage Loan Seller will not be obligated to repurchase or substitute for the
Loan if the affected Mortgaged Property may be released pursuant to the terms of
any partial release provisions in the related Loan Documents and the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan
Documents and the Mortgage Loan Seller provides an Opinion of Counsel to the
effect that such partial release would not cause an Adverse REMIC Event to occur
and such Mortgage Loan Seller pays (or causes to be paid) the applicable release
price required under the Loan Documents.

            Section 7 of the Mortgage Loan Purchase Agreements provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Breach. Section 7 of the Mortgage Loan
Purchase Agreements provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect.

            If a Mortgage Loan Seller defaults on its obligations to repurchase
any Loan as contemplated by Section 2.03(b), the Trustee shall promptly notify
the Certificateholders, the Rating Agencies, the Servicer and the Special
Servicer of such default. The Trustee shall enforce the obligations of the
Mortgage Loan Sellers under Section 7 of the related Mortgage Loan Purchase
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in such form, to such extent and at
such time as if it were, in its individual capacity, the owner of the affected
Loan(s). The Trustee shall be reimbursed for the reasonable costs of such
enforcement: first, from a specific recovery of costs, expenses or attorneys'
fees against the defaulting Mortgage Loan Seller; second, pursuant to Section
3.05(a)(viii) out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a)(ix) out of
general collections on the Loans on deposit in the Collection Account.

            If the applicable Mortgage Loan Seller incurs any expense in
connection with the curing of a Breach which also constitutes a default under
the related Loan, such Mortgage Loan Seller shall have a right, and shall be
subrogated to the rights of the Trustee, as successor to the mortgagee, to
recover the amount of such expenses from the related Borrower; provided,
however, that such Mortgage Loan Seller's rights pursuant to this paragraph
shall be junior, subject and subordinate to the rights of the Trust Fund to
recover amounts owed by the related Borrower under the terms of such Loan,
including, without limitation, the rights to recover unreimbursed Advances,
accrued and unpaid interest on Advances at the Reimbursement Rate and unpaid or
unreimbursed expenses of the Trust Fund allocable to such Loan; provided,
further, that in the event and to the extent that such expenses of such Mortgage
Loan Seller in connection with any Loan exceed five percent of the then
outstanding principal balance of such Loan, then such Mortgage Loan Seller's
rights to reimbursement pursuant to this paragraph with respect to such Loan and
such excess expenses shall not be exercised until the payment in full of such
Loan (as such Loan may be amended or modified pursuant to the terms of this
Agreement). Notwithstanding any other provision of this Agreement to the
contrary, the Servicer shall not have any obligation pursuant to this Agreement
to collect such reimbursable amounts on behalf of such Mortgage Loan Seller;
provided, however, that the preceding clause shall not operate to prevent the
Servicer from using reasonable efforts, exercised in the Servicer's sole
discretion, to collect such amounts to the extent consistent with the Servicing
Standard. The Mortgage Loan Seller may pursue its rights to reimbursement of
such expenses directly against the Borrower, by suit or otherwise, provided that
(a) the Servicer or, with respect to a Specially Serviced Loan, the Special
Servicer determines in the exercise of its sole discretion consistent with the
Servicing Standard that such actions by the Mortgage Loan Seller will not impair
the Servicer's and/or the Special Servicer's collection or recovery of
principal, interest and other sums due with respect to the related Loan which
would otherwise be payable to the Servicer, the Special Servicer, the Trustee
and the Certificateholders pursuant to the terms of this Agreement, (b) such
actions will not include an involuntary bankruptcy, receivership or insolvency
proceeding against the Borrower, (c) such actions will not include the
foreclosure or enforcement of any lien or security interest under the related
Mortgage or other Loan Documents and (d) such actions will not result in the
imposition of an additional lien against the Mortgaged Property.

            Section 2.04 Execution of Certificates.

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Loans and the delivery of the Mortgage Files and
fully executed original counterparts of the Mortgage Loan Purchase Agreements,
together with the assignment to it of all other assets included in the Trust
Fund. Concurrently with such assignment and delivery, the Trustee (i)
acknowledges the assignment to it of the Crystal Pavilion/Petry Building Loan
and declares that it holds it subject to the Crystal Pavilion/Petry Building
Loan REMIC Declaration, (ii) acknowledges the assignment to it of the Landmark
Loan and the issuance of the Landmark Loan REMIC Regular Interests and the
Landmark Loan REMIC Residual Interest to the Depositor in exchange for the
Landmark Loan (exclusive of Excess Interest thereon), (iii) acknowledges the
assignment to it and hereby declares that it holds the Loans (other than the
Crystal Pavilion/Petry Building Loan and the Landmark Loan), exclusive of Excess
Interest thereon, and the Loan REMIC Regular Interests on behalf of the
Lower-Tier REMIC and the Holders of the Certificates and (iv) acknowledges the
issuance of the Uncertificated Lower-Tier Interests and the Lower-Tier REMIC
Residual Interest to the Depositor to or upon the order of the Depositor, in
exchange for the Loans (other than the Crystal Pavilion/Petry Building Loan and
the Landmark Loan), exclusive of Excess Interest thereon, and the Loan REMIC
Regular Interests, receipt of which is hereby acknowledged, and immediately
thereafter, the Trustee acknowledges that, pursuant to the written request of
the Depositor executed by an officer of the Depositor, it has executed and
caused the Authenticating Agent to authenticate and to deliver to or upon the
order of the Depositor, in exchange for (i) the Uncertificated Lower-Tier
Interests, the Regular Certificates and the Class R Certificates, (ii) the Loan
REMIC Residual Interests and the Lower-Tier REMIC Residual Interest, the Class
LR Certificates, and (iii) the Excess Interest, the Class V Certificates, and
the Depositor hereby acknowledges the receipt by it or its designees, of all
such Certificates.


                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

            Section 3.01 Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Loans.

            (a) Each of the Servicer and the Special Servicer shall diligently
service and administer the Loans (and, with respect to the Special Servicer, any
REO Properties) that it is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee and in the best interests of and for the
benefit of the Certificateholders (as determined by the Servicer or the Special
Servicer, as the case may be, in its reasonable judgment), in accordance with
applicable law, the terms of the respective Loans or Specially Serviced Loans,
and, to the extent consistent with the foregoing, further as follows--

            o     (i) the same manner in which, and with the same care, skill,
                  prudence and diligence with which the Servicer or the Special
                  Servicer, as the case may be, services and administers similar
                  mortgage loans for other third-party portfolios, giving due
                  consideration to the customary and usual standards of practice
                  of prudent institutional commercial and multifamily mortgage
                  loan servicers servicing mortgage loans for third parties, and
                  (ii) the same care, skill, prudence and diligence with which
                  the Servicer or the Special Servicer, as the case may be,
                  services and administers commercial and multifamily mortgage
                  loans owned by the Servicer or the Special Servicer, as the
                  case may be;

            o     with a view to the maximization of timely recovery of
                  principal and interest on a net present value basis on the
                  mortgage loans, and the best interests of the Trust and the
                  Certificateholders, as determined by the Servicer or the
                  Special Servicer, as the case may be, in its reasonable
                  judgment; and

            o     without regard to--

            o     any relationship that the Servicer or the Special Servicer, as
                  the case may be, or any affiliate thereof may have with the
                  related Borrower, any Mortgage Loan Seller or any other party
                  to the Pooling and Servicing Agreement,

            o     the ownership of any Certificate by the Servicer or the
                  Special Servicer, as the case may be, or by any affiliate
                  thereof,

            o     the Servicer's obligation to make Advances,

            o     the Special Servicer's obligation to request that the Servicer
                  make Servicing Advances,

            o     the right of the Servicer (or any affiliate thereof) or the
                  Special Servicer (or any affiliate thereof), as the case may
                  be, to receive reimbursement of costs, or the sufficiency of
                  any compensation payable to it, or with respect to any
                  particular transaction,

            o     the ownership, servicing or management for others of any other
                  mortgage loans or mortgaged properties by the Servicer or
                  Special Servicer or any affiliate of the Servicer or Special
                  Servicer, as applicable,

            o     any obligation of the Servicer or any of its affiliates (in
                  their capacity as a Mortgage Loan Seller) to cure a breach of
                  a representation or warranty or repurchase the mortgage loan,
                  or

            o     any debt that the Servicer or Special Servicer or any
                  affiliate of the Servicer or Special Servicer, as applicable,
                  has extended to any Borrower.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Loans as to which
a Servicing Transfer Event has occurred and is continuing (the "Specially
Serviced Loans"), and (ii) any REO Properties. Notwithstanding the foregoing,
the Servicer shall continue to make all calculations, and prepare, and deliver
to the Trustee, all reports required to be prepared by the Servicer hereunder
with respect to the Specially Serviced Loans as if no Servicing Transfer Event
had occurred and with respect to the REO Properties (and the related REO Loans)
as if no REO Acquisition had occurred, and to render such incidental services
with respect to such Specially Serviced Loan and REO Properties as are
specifically provided for herein; provided, however, that the Servicer shall not
be liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the
Servicer to comply with such duties or a failure of the Special Servicer to
prepare and deliver to the Servicer reports required hereunder to be delivered
by the Special Servicer to the Servicer. Each Loan that becomes a Specially
Serviced Loan shall continue as such until satisfaction of the conditions
specified in Section 3.21(a). Without limiting the foregoing, subject to Section
3.21, the Servicer shall be obligated to service and administer all Loans which
are not Specially Serviced Loans; provided, however, that the Special Servicer
shall make the inspections, use its reasonable efforts to collect the statements
and shall prepare the reports in respect of the related Mortgaged Properties
with respect to Specially Serviced Loans in accordance with Section 3.12; and
provided, further, however, that the Servicer shall provide the Special Servicer
with notice of any communication by the Borrower with respect to the letter of
credit provided by the related Borrower under the loans identified as Tanglewood
Terrace, 500-508 North Clark and Oceangate Plaza on the Mortgage Loan Schedule,
and the Special Servicer shall have the exclusive right to approve any draw down
of funds under such letter of credit, and to approve any modification,
amendment, alteration or renewal of such letter of credit.

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Loans, the Servicer and, with respect to the
Specially Serviced Loans, the Special Servicer each shall have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Servicer and
Special Servicer, each in its own name, is hereby authorized and empowered by
the Trustee and obligated to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, with respect to each Loan
other than the Crystal Pavilion/Petry Building Loan it is obligated to service
under this Agreement, any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the
related Mortgaged Property and related collateral; subject to Section 3.20, any
and all modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments. Subject to Section 3.10, the Trustee shall
furnish, or cause to be furnished, to the Servicer and Special Servicer any
limited powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Servicer or Special Servicer.

            (c) The relationship of the Servicer and Special Servicer to the
Trustee under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.

            Section 3.02 Collection of Loan Payments.

            (a) The Servicer and Special Servicer shall make reasonable efforts
to collect all payments called for under the terms and provisions of the Loans
it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation,
the Servicing Standard). Consistent with the foregoing, the Servicer or Special
Servicer may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Loan it is obligated to service hereunder.

            (b) All amounts collected on any Loan in the form of payments from
Borrowers, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be
applied to amounts due and owing under the related Note and Mortgage (including
any modifications to either of them) in accordance with the express provisions
of such Note and Mortgage (unless a payment default exists under such Loan and
the related Note and Mortgage permit application in the order and priority
determined by the lender) and, in the absence of such express provisions, shall
be applied (after payment to the Servicer, the holder of the Excess Servicing
Strip, any Primary Servicer, the Special Servicer, and/or the Trustee for any
related Servicing Fees (net of the Excess Servicing Strip), the Excess Servicing
Strip, Primary Servicing Fees, Special Servicing Fees and Trustee Fees and the
application to any P&I Advances, Servicing Advances and interest on Advances
from such Loan): first, as a recovery of accrued and unpaid interest on such
Loan at the related Mortgage Rate (less portions thereof payable to the
Servicer, Special Servicer, Trustee or, if applicable, the related Primary
Servicer) in effect from time to time to but not including the Due Date in the
Due Period of receipt; second, as a recovery of principal of such Loan; and
third, to the payment of Yield Maintenance Charges. Notwithstanding the terms of
any Loan, the Servicer shall not be entitled to the payment of any Penalty
Charge in excess of outstanding interest on Advances made with respect to such
Loan, except to the extent that (i) all reserves required to be established with
the Servicer and then required to be funded pursuant to the terms of such Loan
have been so funded, (ii) all payments of principal and interest then due on
such Loan have been paid and (iii) all related operating expenses, if
applicable, have been paid to the related Lock-Box or reserved for pursuant to
the related Lock-Box Agreement. In no event shall any collections on any ARD
Loan be allocated to the payment of Excess Interest until all principal and
interest (other than Excess Interest) due, or to become due, under such ARD Loan
have been paid in full and any Advances related to such ARD Loan (together with
interest thereon) are reimbursed. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof.

            (c) If the Servicer or Special Servicer receives, or receives notice
from the related Borrower that it will be receiving, Excess Interest in any Due
Period, the Servicer or Special Servicer, as applicable, shall promptly notify
the Trustee in writing.

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

            (a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the related Loan Documents. Each Servicing Account shall be maintained in
accordance with the requirements of the related Loan and in accordance with the
Servicing Standard and to the extent not inconsistent with the terms of the
Loans, in an Eligible Account. Funds on deposit in the Servicing Accounts may be
invested in Permitted Investments in accordance with the provisions of Section
3.06. Withdrawals of amounts so deposited from a Servicing Account may be made
only to: (i) effect payment of real estate taxes, assessments, Insurance Policy
premiums, ground rents (if applicable) and other items for which funds have been
escrowed in the Servicing Accounts; (ii) reimburse the Servicer or the Trustee
for any Servicing Advances and interest thereon; (iii) refund to Borrowers any
sums as may be determined to be overages; (iv) pay interest to Borrowers on
balances in the Servicing Account, if required by applicable law or the terms of
the related Loan and as described below or, if not so required, to the Servicer
pursuant to clause (vii) below; (v) withdraw amounts deposited in error; (vi)
clear and terminate the Servicing Accounts at the termination of this Agreement
in accordance with Section 9.01; and (vii) pay the Servicer, as additional
servicing compensation in accordance with Section 3.11(a), interest and
investment income earned in respect of amounts relating to the Trust Fund held
in the Servicing Accounts as provided in Section 3.06(b) (but only to the extent
of the Net Investment Earnings with respect to the Servicing Accounts maintained
by the Servicer for the relevant period to the extent not required by law or the
terms of the related Loan to be paid to the Borrowers.

            (b) The Special Servicer, in the case of REO Loans and the Servicer,
in the case of all other Loans, shall maintain accurate records with respect to
each related REO Property or Mortgaged Property, as applicable, reflecting the
status of real estate taxes, assessments and other similar items that are or may
become a lien thereon (including related penalty or interest charges) and the
status of Insurance Policy premiums and any ground rents payable in respect
thereof and the status of any letters of credit. The Special Servicer, in the
case of REO Loans, and the Servicer, in the case of all other Loans, shall
obtain all bills for the payment of such items (including renewal premiums) and
shall effect payment thereof from the REO Account or the Servicing Accounts, as
applicable, and, if such amounts are insufficient to pay such items in full, the
Servicer shall make a Servicing Advance prior to the applicable penalty or
termination date, as allowed under the terms of the related Loan and, in any
event, consistent with the Servicing Standard. Notwithstanding anything to the
contrary in the preceding sentence, with respect to Loans that do not provide
for escrows for the payment taxes and assessments, the Servicer shall make a
Servicing Advance for the payment of such items upon the earlier of (i) five
Business Days after the Servicer has received confirmation that such item has
not been paid and (ii) the earlier of (A) 30 days after the date such payments
first become due and (B) five Business Days before the scheduled date of
foreclosure of any lien arising from nonpayment of such items. In no event shall
the Servicer or Special Servicer be required to make any such Servicing Advance
that would, if made, be a Nonrecoverable Servicing Advance. To the extent that a
Loan does not require a Borrower to escrow for the payment of real estate taxes,
assessments, Insurance Policy premiums, ground rents (if applicable) and similar
items, the Special Servicer, in the case of REO Loans, and the Servicer, in the
case of all other Loans, shall use reasonable efforts consistent with the
Servicing Standard to require that payments in respect of such items be made by
the Borrower at the time they first become due.

            (c) In accordance with the Servicing Standard and for all Loans, the
Servicer shall make a Servicing Advance with respect to each related Mortgaged
Property (including any REO Property) of all such funds as are necessary for the
purpose of effecting the payment of (without duplication) (i) ground rents (if
applicable), (ii) premiums on Insurance Policies, (iii) operating, leasing,
managing and liquidation expenses for REO Properties, (iv) environmental
inspections, (v) real estate taxes, assessments and other similar items that are
or may become a lien thereon and (vi) any other amount specifically required to
be paid as a Servicing Advance hereunder, if and to the extent monies in the
Servicing Accounts are insufficient to pay such item when due and the related
Borrower has failed to pay such item on a timely basis, provided that the
Servicer shall not be required to make any such advance that would, if made,
constitute a Nonrecoverable Servicing Advance.

            The Special Servicer shall give the Servicer and the Trustee not
less than five Business Days' notice before the date on which the Servicer is
required to make any Servicing Advance with respect to a given Loan that it is
required to service or related REO Property; provided, however, that only two
Business Days' notice shall be required in respect of Servicing Advances
required to be made on an urgent or emergency basis; provided, further, that the
Special Servicer shall not be entitled to make such a request (other than for
Servicing Advances required to be made on an urgent or emergency basis) more
frequently than once per calendar month (although such request may relate to
more than one Servicing Advance). The Servicer may pay the aggregate amount of
such Servicing Advances listed on a monthly request to the Special Servicer, in
which case the Special Servicer shall remit such Servicing Advances to the
ultimate payees. In addition, the Special Servicer shall provide the Servicer
and the Trustee with such information in its possession as the Servicer or the
Trustee, as applicable, may reasonably request to enable the Servicer or the
Trustee, as applicable, to determine whether a requested Servicing Advance would
constitute a Nonrecoverable Servicing Advance. Any request by the Special
Servicer that the Servicer make a Servicing Advance shall be deemed to be a
determination by the Special Servicer that such requested Servicing Advance is
not a Nonrecoverable Servicing Advance, and the Servicer shall be entitled to
conclusively rely on such determination, provided that such determination shall
not be binding upon the Servicer. On the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Servicer the Special
Servicer's determination as to whether any Servicing Advance previously made
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable
Servicing Advance. The Servicer shall be entitled to conclusively rely on such a
determination, provided that such determination shall not be binding upon the
Servicer.

            All such Servicing Advances shall be reimbursable in the first
instance from related collections from the Borrowers and further as provided in
Section 3.05. No costs incurred by the Servicer or Special Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents
on or in respect of the Mortgaged Properties shall, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Loans, notwithstanding that the terms of such Loans so
permit. If the Servicer fails to make any required Servicing Advance as and when
due to the extent a Responsible Officer of the Trustee has been notified of such
failure in writing by the Servicer, the Special Servicer or Depositor, the
Trustee shall make such Servicing Advance pursuant to Section 7.05.

            (d) In connection with its recovery of any Servicing Advance out of
a Collection Account pursuant to clauses (v) or (vi) of Section 3.05(a) or from
a Servicing Account pursuant to Section 3.03(a)(ii), the Servicer and the
Trustee, as the case may be, shall be entitled to receive, out of any amounts
then on deposit in such Collection Account, interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of such Servicing Advance
from and including the date made to, but not including, the date of
reimbursement. The Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding Servicing Advance made by the Servicer or the
Trustee as soon as practically possible after funds available for such purpose
are deposited in the Collection Account.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Loan, the Servicer or,
with respect to Specially Serviced Loans, the Special Servicer shall request
from the Borrower written confirmation thereof within a reasonable time after
the later of the Closing Date and the date as of which such plan is required to
be established or completed. To the extent any repairs, capital improvements,
actions or remediations are required to have been taken or completed pursuant to
the terms of the Loan, the Servicer or, with respect to Specially Serviced
Loans, the Special Servicer shall request from the Borrower written confirmation
of such actions and remediations within a reasonable time after the later of the
Closing Date and the date as of which such action or remediations are required
to be or to have been taken or completed. To the extent a Borrower fails to
promptly respond to any inquiry described in this Section 3.03(e), the Servicer
(with respect to Loans that are not Specially Serviced Loans) shall determine
whether the related Borrower has failed to perform its obligations under the
Loan and report any such failure to the Special Servicer within a reasonable
time after the date as of which such operations and maintenance plan is required
to be established or executed or the date as of which such actions or
remediations are required to be or to have been taken or completed.

            Section 3.04 The Collection Account, Distribution Account and Excess
Interest Distribution Account.

            (a) The Servicer shall establish and maintain, or cause to be
established and maintained, a Collection Account, into which the Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than
the Business Day following receipt of available funds), except as otherwise
specifically provided herein, the following payments and collections received
after the Cut-off Date (other than payments of principal and interest on the
Loans due and payable on or before the Cut-off Date) and payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on such Loans; and

            (ii) all payments on account of interest on such Loans, net of (A)
      the Servicing Fees and Primary Servicing Fees and (B) Penalty Charges (net
      of any amount thereof utilized to offset interest on Advances); and

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Loan or related REO Property
      (other than Liquidation Proceeds that are to be deposited in the
      Lower-Tier Distribution Account pursuant to Section 9.01); and

            (iv) any amounts required to be transferred from the REO Account
      pursuant to Section 3.16(c); and

            (v) any amounts required to be deposited by the Servicer pursuant to
      Section 3.06 in connection with losses incurred with respect to Permitted
      Investments of funds held in the Collection Account; and

            (vi) any amounts required to be deposited by the Servicer or the
      Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard policy or master
      single interest policy; and

            (vii) any amounts required to be deposited by the Servicer pursuant
      to the last paragraph of Section 3.11(a) as a reduction in the
      compensation to the Servicer (including any Prepayment Interest Excess) to
      cover Prepayment Interest Shortfalls.

            The foregoing requirements for deposit by the Servicer in the
Collection Account shall be exclusive, it being understood and agreed that
actual payments from Borrowers in the nature of Escrow Payments, charges for
beneficiary statements or demands, assumption fees, modification fees, extension
fees, amounts collected for Borrower checks returned for insufficient funds or
other amounts that the Servicer or the Special Servicer is entitled to retain as
additional servicing compensation pursuant to Section 3.11 need not be deposited
by the Servicer in the Collection Account. If the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account.

            Within one Business Day of receipt of any of the foregoing amounts
with respect to any Specially Serviced Loan, the Special Servicer shall remit
such amounts to the Servicer for deposit into the Collection Account in
accordance with the second preceding paragraph. Any amounts received by the
Special Servicer with respect to an REO Property shall be deposited into the REO
Account and remitted to the Servicer for deposit into the Collection Account
pursuant to Section 3.16(c).

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make or be deemed to have made deposits in and withdrawals from the Distribution
Account in accordance with the terms of this Agreement. The Servicer shall
deliver to the Trustee each month on or before 3:00 p.m., New York City time, on
the Servicer Remittance Date, for deposit in the Lower-Tier Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clauses (a)(v) and (c) of the definition thereof) for the related
Distribution Date then on deposit in the Collection Account maintained by the
Servicer.

            Subject to Section 3.05, the Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Lower-Tier Distribution
Account:

            (i) any P&I Advances required to be made by the Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to the
      Servicer's obligations hereunder, Section 7.05);

            (ii) any Liquidation Proceeds paid by the Servicer in connection
      with the purchase of all of the Loans and any REO Properties in the Trust
      Fund pursuant to Section 9.01 (exclusive of that portion thereof required
      to be deposited in the Collection Account pursuant to Section 9.01);

            (iii) any Yield Maintenance Charges (except to the extent that such
      Yield Maintenance Charges have been allocated to the Landmark Non-Pooled
      Portion pursuant to Section 3.33(a)(ix) hereof); and

            (iv) any other amounts required to be so delivered by the Servicer
      for deposit in the Lower-Tier Distribution Account pursuant to any
      provision of this Agreement.

            All such amounts deposited in respect of the Loan REMIC Loans shall
be deemed to be distributed in respect of the related Loan REMIC Regular
Interests and Loan REMIC Residual Interests as set forth herein; provided, that
amounts deposited in respect of the Loan REMIC Residual Interests shall be
considered held by the grantor trust portion of the Trust Fund and not the
Lower-Tier REMIC.

            The Trustee shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Trustee that are
required by the terms of this Agreement to be deposited therein. To the extent
the Servicer has not delivered to the Trustee for deposit in the Distribution
Account such amounts as are required to be delivered on the Servicer Remittance
Date, the Servicer shall pay interest thereon to the Trustee at an interest rate
equal to the Reimbursement Rate then in effect for the period from and including
the Servicer Remittance Date to and excluding the date such amounts are received
for deposit by the Trustee.

            On each Distribution Date, the Trustee shall deposit or be deemed to
have deposited in the Upper-Tier Distribution Account an aggregate amount of
immediately available funds equal to the Lower-Tier Distribution Amount and the
amount of any Yield Maintenance Charges for such Distribution Date allocated in
payment of the Uncertificated Lower-Tier Interests as specified in Sections
4.01(b) and 4.01(e), respectively.

            (c) Prior to the Servicer Remittance Date relating to any Due Period
in which Excess Interest is received, the Trustee shall establish and maintain
the Excess Interest Distribution Account in the name of the Trustee for the
benefit of the Holders of the Class V Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account.
On or before each Servicer Remittance Date, the Servicer shall remit to the
Trustee for deposit in the Excess Interest Distribution Account an amount equal
to the Excess Interest received during the related Due Period. On each
Distribution Date, the Trustee shall withdraw the Excess Interest from the
Excess Interest Distribution Account for distribution pursuant to Section
4.01(f). Following the distribution of Excess Interest to Holders of the Class V
Certificates on the first Distribution Date after which no Loans remain
outstanding that pursuant to their terms could pay Excess Interest, the Trustee
shall terminate the Excess Interest Distribution Account.

            (d) [Reserved].

            (e) Funds on deposit in a Collection Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
on deposit in the Upper-Tier Distribution Account and the Lower-Tier
Distribution Account shall not be invested. The Servicer shall give notice to
the Trustee, the Special Servicer, the Rating Agencies and the Depositor of any
new location of the Collection Account prior to any change thereof. As of the
Closing Date (or the date such account is established, if later), the Upper-Tier
Distribution Account, the Lower-Tier Distribution Account and the Excess
Interest Distribution Account shall be located at the offices of the Trustee.
The Trustee shall give notice to the Servicer and the Depositor of any new
location of the Upper-Tier Distribution Account, the Lower-Tier Distribution
Account or the Excess Interest Distribution Account, prior to any change
thereof.

            Section 3.05 Permitted Withdrawals from the Collection Account and
the Distribution Account.

            (a) The Servicer may, from time to time, make withdrawals from the
Collection Account maintained by it for any of the following purposes:

            (i) to remit to the Trustee for deposit in the Lower Tier
      Distribution Account the amount required to be remitted pursuant to the
      first paragraph of Section 3.04(b) and clause (iii) of the second
      paragraph of Section 3.04(b) and the amount to be applied to make P&I
      Advances by the Servicer pursuant to Section 4.03(a);

            (ii) to pay Excess Interest to the Excess Interest Distribution
      Account pursuant to Section 3.04(c);

            (iii) to pay (x) to itself or the holder of the Excess Servicing
      Strip (subject to Section 3.11(a)), unpaid Servicing Fees (net of any such
      amounts required to offset Prepayment Interest Shortfalls pursuant to
      Section 3.11(a)) and any Primary Servicing Fees to which it or such holder
      is entitled pursuant to Section 3.11(a), (y) to any Primary Servicer
      entitled thereto, the related Primary Servicing Fee, and (z) to the
      Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and
      Workout Fees in respect of each Loan, related Specially Serviced Loan and
      related REO Loan, as applicable, the Servicer's rights, any Primary
      Servicer's rights and the Special Servicer's rights to payment pursuant to
      this clause (ii) with respect to any Loan or REO Loan, as applicable,
      being limited to amounts received on or in respect of such Loan (whether
      in the form of payments, Liquidation Proceeds or Insurance and
      Condemnation Proceeds) or such REO Loan (whether in the form of REO
      Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds)
      that are allocable as a recovery of interest thereon;

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances, the Servicer's or the Trustee's right to
      receive payment pursuant to this clause (iii) being limited to amounts
      received which represent Late Collections of interest (net of the related
      Servicing Fees) on and principal of the particular Loans and REO Loans
      with respect to which such P&I Advances were made (to the extent not
      previously reimbursed in the form of a Cure Payment);

            (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances, the Servicer's or the Trustee's
      respective rights to receive payment pursuant to this clause (iv) with
      respect to any Loan or REO Property being limited to, as applicable,
      related payments, Liquidation Proceeds, Insurance and Condemnation
      Proceeds and REO Revenues;

            (vi) to reimburse itself or the Trustee, as applicable, for
      Nonrecoverable Advances out of general collections on the Loans and REO
      Properties;

            (vii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance pursuant to clause (iii)
      above, to pay itself or the Trustee, as applicable, any interest accrued
      and payable thereon in accordance with Section 4.03(d), (b) any
      unreimbursed Servicing Advances pursuant to clause (iv) above or pursuant
      to Section 3.03(a)(ii), to pay itself or the Trustee, as the case may be,
      any interest accrued and payable thereon in accordance with Section
      3.03(d) or (c) any Nonrecoverable Advances pursuant to clause (v) above,
      to pay itself or the Trustee, as the case may be, any interest accrued and
      payable thereon;

            (viii) to reimburse itself, the Special Servicer, the Depositor or
      the Trustee, as the case may be, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect relating to a
      Loan required to be serviced by the Servicer and giving rise to a
      repurchase obligation of any Mortgage Loan Seller under Section 7 of the
      related Mortgage Loan Purchase Agreement, including, without limitation,
      any expenses arising out of the enforcement of the repurchase obligation,
      each such Person's right to reimbursement pursuant to this clause (vii)
      with respect to any Loan being limited to that portion of the Purchase
      Price paid for such Loan that represents such expense in accordance with
      clause (v) of the definition of Purchase Price;

            (ix) Subject to Section 2.03(b), to reimburse itself, the Trustee or
      the Special Servicer, as the case may be, out of general collections on
      the Loans and REO Properties for any unreimbursed expense reasonably
      incurred by such Person relating to a Loan required to be serviced by the
      Servicer in connection with the enforcement of any Mortgage Loan Seller's
      obligations under Section 7 of the related Mortgage Loan Purchase
      Agreement, but only to the extent that such expenses are not reimbursable
      pursuant to clause (vii) above or otherwise;

            (x) to pay itself, as additional servicing compensation all amounts
      specified in the third, fourth and fifth paragraphs of Section 3.11(a);
      and to pay the Special Servicer, as additional servicing compensation all
      amounts specified in the last paragraph of Section 3.11(b);

            (xi) to recoup any amounts deposited in the Collection Account
      maintained by the Servicer in error;

            (xii) to pay itself, the Special Servicer, the Depositor or any of
      their respective directors, officers, employees and agents, as the case
      may be, any amounts payable to any such Person pursuant to Sections
      6.03(a) or 6.03(b);

            (xiii) to pay for (a) the cost of the Opinions of Counsel
      contemplated by Section 3.31 to the extent payable out of the Trust Fund,
      (b) the cost of any Opinion of Counsel contemplated by Sections 10.01(a)
      or 10.01(c) in connection with an amendment to this Agreement requested by
      the Trustee or the Servicer, which amendment is in furtherance of the
      rights and interests of Certificateholders and (c) the cost of obtaining
      the REO Extension contemplated by Section 3.16(a) (the amounts
      contemplated by this clause may be paid from the Collection Account);

            (xiv) to pay out of general collections on the Loans and REO
      Properties any and all federal, state and local taxes imposed on any Trust
      REMIC created hereunder or any of their assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Servicer, the Special Servicer or the Trustee is liable therefor;

            (xv) to reimburse the Servicer and the Special Servicer out of
      general collections on the Loans and REO Properties for expenses incurred
      by and reimbursable to them by the Trust Fund;

            (xvi) to pay itself, the Special Servicer or a Mortgage Loan Seller,
      as the case may be, with respect to each Loan, if any, previously
      purchased by such Person pursuant to this Agreement, all amounts received
      thereon subsequent to the date of purchase;

            (xvii) to reimburse the Special Servicer for the cost of any
      environmental testing performed at the Special Servicer's direction
      pursuant to the last sentence of Section 3.09(c);

            (xviii) to reimburse itself for any prior Advance, including any
      interest accrued and payable thereon, for which a Cure Payment has been
      received, from such Cure Payment; and

            (xix) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01.

            The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account. Any amounts withdrawn
from the Collection Account pursuant to clauses (iii) through (xviii) above that
are (A) specific to the Loan REMIC Loans shall be allocated to the related Loan
REMIC, provided, that any unpaid Servicing Fee, Primary Servicing Fee or Trustee
Fee shall be allocated to the Lower-Tier REMIC in respect of the related
Lower-Tier REMIC Regular Interests, (B) specific to the Loans other than the
Loan REMIC Loans shall be allocated to the Lower-Tier REMIC, and (C) not
specific to a particular Loan shall be allocated among the Loan REMICs and the
Lower-Tier REMIC in proportion to the Stated Principal Balances of their related
Loans.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Lower-Tier Distribution Account for any of the following
purposes:

            (i) to make deemed distributions of the Lower-Tier Distribution
      Amount pursuant to Section 4.01(b) and the amount of any Yield Maintenance
      Charges distributable pursuant to Section 4.01(c) to the Upper-Tier
      Distribution Account;

            (ii) to make distributions in respect of the Class LR Certificates
      pursuant to Section 4.01(b);

            (iii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iv) to pay to the Trustee or any of their Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      3.31(o), 6.03(a), 6.03(b), 8.05(c) or 8.05(d);

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 10.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (vi) to clear and terminate the Lower-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01;

            (vii) to transfer amounts required to be transferred to the Interest
      Reserve Account; and

            (viii) to recoup any amounts deposited in the Lower-Tier
      Distribution Account in error.

            (c) The Trustee may make withdrawals from the Upper-Tier
Distribution Account for any of the following purposes:

            (i) to make distributions to Certificateholders (other than Holders
      of the Class LR and Class V Certificates) on each Distribution Date
      pursuant to Section 4.01 or 9.01, as applicable;

            (ii) to clear and terminate the Upper-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01; and

            (iii) to recoup any amounts deposited in the Upper-Tier Distribution
      Account in error.

            (d) Notwithstanding anything herein to the contrary, with respect to
any Loan, (i) if amounts on deposit in the Collection Account and the Lower-Tier
Distribution Account are not sufficient to pay the full amount of the Servicing
Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in Section
3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the payment of
any Servicing Fees payable under Section 3.05(a)(ii) and (ii) if amounts on
deposit in the Collection Account are not sufficient to reimburse the full
amount of Advances listed in Sections 3.05(a)(iv), (v), (vi) and (vii), then
reimbursements shall be paid first to the Trustee and then to the Servicer.

            Section 3.06 Investment of Funds in the Collection Account,
Servicing Accounts, Cash Collateral Accounts, Lock-Box Accounts, the Interest
Reserve Account and the REO Account.

            (a) The Servicer may direct any depository institution maintaining
for the Servicer a Collection Account, any Servicing Account, any Cash
Collateral Account and any Lock-Box Account, and the Special Servicer may direct
any depository institution maintaining the REO Account (any of the foregoing
accounts, for purposes of this Section 3.06, an "Investment Account"), to invest
(or if such depository institution is the Servicer or Special Servicer, as
applicable, it may itself invest) the funds held therein solely in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such). Funds on deposit in the Excess Interest Distribution Account, the
Distribution Account and the Interest Reserve Account shall remain uninvested.

            The Servicer (in the case of any Investment Account maintained by
the Servicer other than the REO Account) or the Special Servicer (in the case of
the REO Account), on behalf of the Trustee, shall maintain continuous possession
of any Permitted Investment of amounts in such accounts that is either (i) a
"certificated security," as such term is defined in the UCC or (ii) other
property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Servicer or Special Servicer shall constitute
possession by the Trustee, as secured party, for purposes of Section 9-313 of
the UCC and any other applicable law. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer (in the case of any Investment Account maintained by the
Servicer other than the REO Account) or the Special Servicer (in the case of the
REO Account) shall:

            (i) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (a) all amounts then payable thereunder and (b) the amount required to
      be withdrawn on such date; and

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the Servicer or Special Servicer, as the case may be,
      that such Permitted Investment would not constitute a Permitted Investment
      in respect of funds thereafter on deposit in the Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Collection Account, any Cash Collateral Account, any Lock-Box
Account and any Servicing Account, to the extent of the Net Investment Earnings,
if any, with respect to such account for each period from any Distribution Date
to the immediately succeeding P&I Advance Date shall be for the sole and
exclusive benefit of the Servicer to the extent not required to be paid to the
related Borrower and shall be subject to its withdrawal, or withdrawal at its
direction, in accordance with Section 3.03(a), 3.05(a), 3.05(b) or 3.05(c), as
the case may be. Interest and investment income realized on funds deposited in
the REO Account, to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from any Distribution Date to the
immediately succeeding P&I Advance Date, shall be for the sole and exclusive
benefit of the Trust Fund, but shall be subject to withdrawal in accordance with
Section 3.16(c). If any loss shall be incurred in respect of any Permitted
Investment directed to be made by the Servicer or Special Servicer, as
applicable, and on deposit in any of the Collection Account, any Cash Collateral
Account, any Lock-Box Account, any Servicing Account or the REO Account, the
Servicer (in the case of the Collection Account, any Cash Collateral Account,
any Lock-Box Account and any Servicing Account) or the Special Servicer (in the
case of the REO Account) shall deposit therein, no later than the P&I Advance
Date, without right of reimbursement, the amount of the Net Investment Loss, if
any, with respect to such account for the period from the immediately preceding
Distribution Date to such P&I Advance Date.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Notwithstanding the investment of funds held in a Collection Account
pursuant to this Section 3.06, for purposes of calculating the Available
Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.

            (a) The Servicer shall use its reasonable efforts to cause the
Borrower to maintain, to the extent required by the terms of the related Note
and Mortgage, or if the Borrower does not so maintain, shall itself maintain,
for each Loan any Insurance Policy coverage as is required under the related
Mortgage (to the extent the Trustee as mortgagee has an insurable interest in
the related Mortgaged Property and to the extent such Insurance Policy coverage
is available at commercially reasonable rates, as determined by the Servicer in
accordance with the Servicing Standard); provided, however, that, subject to
Section 3.07(f), if any Mortgage permits the holder thereof to dictate to the
Borrower the Insurance Policy coverage to be maintained on such Mortgaged
Property, the Servicer shall impose such insurance requirements as are
consistent with the Servicing Standard. Subject to Section 3.17(a), the Special
Servicer shall maintain for each REO Property no less Insurance Policy coverage
than was previously required of the Borrower under the related Loan or, at
Special Servicer's election, coverage satisfying insurance requirements
consistent with the Servicing Standard, provided that such coverage is available
at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Servicer on behalf of the Trustee (in the case
of insurance maintained in respect of Loans other than REO Properties) or the
Special Servicer on behalf of the Trustee (in the case of insurance maintained
in respect of REO Properties), (ii) include coverage in an amount not less than
the lesser of the full replacement cost of the improvements which are a part of
the Mortgaged Property or the outstanding principal balance owing on the related
Loan, but in any case in such an amount so as to avoid the application of any
co-insurance clause, (iii) include a replacement cost endorsement providing no
deduction for depreciation (unless such endorsement is not permitted under the
related Loan Documents) and (iv) be issued by either (x) a Qualified Insurer or
(y) for any Insurance Policy being maintained by the related Borrower, an
insurance carrier meeting the requirements of the related Mortgage, provided
that such Qualified Insurer or other insurance carrier is authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the
Servicer or Special Servicer under any such Insurance Policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Borrower, in
each case in accordance with the Servicing Standard and the provisions of the
related Loan) shall be deposited in the Collection Account maintained by the
Servicer, subject to withdrawal pursuant to Section 3.05(a).

            Any costs incurred by the Servicer in maintaining any such Insurance
Policies in respect of Loans (other than with respect to REO Properties) if the
Borrower defaults on its obligation to maintain such Insurance Policies shall be
advanced by the Servicer as a Servicing Advance. The amounts so advanced shall
not, for purposes of calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance of the related Loan, notwithstanding that
the terms of such Loan so permit. Any cost incurred by the Special Servicer in
maintaining any such Insurance Policies with respect to REO Properties shall be
an expense of the Trust Fund payable out of the related REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
advanced by the Servicer as a Servicing Advance.

            If the Servicer or Special Servicer obtains and maintains a blanket
Insurance Policy with a Qualified Insurer insuring against fire and hazard
losses on all of the Loans or REO Properties, as the case may be, required to be
serviced and administered by it hereunder, and such Insurance Policy provides
protection equivalent to the individual policies otherwise required, then the
Servicer or Special Servicer, as the case may be, shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such blanket
Insurance Policy may contain a deductible clause, in which case if there shall
not have been maintained on the related Mortgaged Property or REO Property a
fire and hazard Insurance Policy complying with the requirements of Section
3.07(a), and there shall have been one or more losses which would have been
covered by such Insurance Policy, the Servicer or the Special Servicer shall
promptly deposit into the Collection Account maintained by it from its own funds
the portion of such loss or losses that would have been covered under the
individual policy (giving effect to any deductible limitation or, in the absence
of such deductible limitation, the deductible limitation that is consistent with
the Servicing Standard) but is not covered under the blanket Insurance Policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Loans, the Servicer agrees to prepare and
present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the
terms of such policy. The Special Servicer, to the extent consistent with the
Servicing Standard, may maintain earthquake insurance on REO Properties,
provided coverage is available at commercially reasonable rates.

            (b) If the Servicer or Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming the Servicer or Special Servicer as the loss payee,
then to the extent such Insurance Policy provides protection equivalent to the
individual policies otherwise required, the Servicer or Special Servicer shall
conclusively be deemed to have satisfied its obligation to cause such insurance
to be maintained on the related Mortgage Properties. If the Servicer or Special
Servicer, as applicable, causes any Mortgaged Property or REO Property to be
covered by such master single interest Insurance Policy, the incremental costs
of such insurance applicable to such Mortgaged Property (i.e., other than any
minimum or standby premium payable for such policy whether or not any Mortgaged
Property is covered thereby) shall be paid by the Servicer as a Servicing
Advance. Such master single interest Insurance Policy may contain a deductible
clause, in which case the Servicer or the Special Servicer, as applicable,
shall, if (A) there shall not have been maintained on the related Mortgaged
Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a) and (B) there shall have been one or more losses which would
have been covered by such policy had it been maintained, deposit into the
Collection Account maintained by the Servicer from its own funds the amount not
otherwise payable under the master single interest Insurance Policy because of
such deductible clause, to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Loan, or, in the absence of
any such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard.

            (c) The Servicer and Special Servicer, respectively, shall maintain
with responsible companies, at their own expense, a blanket fidelity bond (a
"Fidelity Bond") and an errors and omissions insurance policy with a Qualified
Insurer, with broad coverage on all of its officers or employees acting in any
capacity requiring such persons to handle funds, money, documents or paper
relating to the Loans ("Servicer Employees," in the case of the Servicer, and
"Special Servicer Employees," in the case of the Special Servicer). Any such
Fidelity Bond and errors and omissions insurance shall protect and insure the
Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions, failure to maintain any insurance policies required pursuant to
the Agreement and negligent acts of the Servicer Employees or Special Servicer
Employees. Such errors and omissions policy shall also protect and insure the
Servicer against losses in connection with the release or satisfaction of a Loan
without having obtained payment in full of the indebtedness secured thereby. No
provision of this Section requiring such Fidelity Bond and errors and omissions
insurance shall diminish or relieve the Servicer or Special Servicer from its
duties and obligations as set forth in this Agreement.

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the greater of (i) the
amount necessary for the Servicer or Special Servicer, as applicable, to qualify
as a FNMA or FHLMC servicer or in an amount that would meet the requirements of
prudent institutional commercial mortgage loan servicers for similar
transactions, and (ii) $1,000,000. Notwithstanding the foregoing, so long as the
long-term debt or the deposit obligations or claims-paying ability of the
Servicer or Special Servicer (or its immediate or remote parent) is rated at
least "A" by S&P and "A" by Fitch (or, if not rated by Fitch, upon written
confirmation by Fitch that self-insurance by the Servicer or the Special
Servicer, as applicable, with respect to a Fidelity Bond would not by reason
thereof cause Fitch to qualify, downgrade or withdraw the then-current rating
assigned to any of the Certificates that are currently being rated by Fitch),
the Servicer or Special Servicer, respectively, shall be allowed to provide
self-insurance with respect to a Fidelity Bond and such errors and omissions
policy. Coverage of the Servicer or the Special Servicer under a policy or bond
obtained by an Affiliate of the Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of
this Section 3.07(c).

            The Special Servicer and the Servicer will promptly report in
writing to the Trustee any material changes that may occur in their respective
Fidelity Bonds, if any, and/or their respective errors and omissions Insurance
Policies, as the case may be, and will furnish to the Trustee copies of all
binders and policies or certificates evidencing that such bonds, if any, and
insurance policies are in full force and effect.

            (d) With respect to the Loans that (i) require earthquake insurance,
or (ii) (A) at the date of origination were secured by Mortgaged Properties on
which the related Borrower maintained earthquake insurance and (B) have
provisions which enable the Servicer to continue to require the related Borrower
to maintain earthquake insurance, the Servicer shall require the related
Borrower to maintain such insurance in the amount, in the case of clause (i),
required by the Loan and in the amount, in the case of clause (ii), maintained
at origination, in each case, to the extent such amounts are available at
commercially reasonable rates. Any determination by the Servicer that such
insurance is not available at commercially reasonable rates with respect to a
Loan for which any related Mortgaged Property has a "Probable Maximum Loss,"
bounded on the basis of 50 years, in excess of 20% shall be subject to
confirmation by the Rating Agencies that such determination not to purchase such
insurance will, in and of itself, not result in a downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates rated by
such Rating Agency. The Servicer shall use reasonable efforts to cause the
related Borrower to pay the costs of such confirmation, otherwise, such costs
shall be a Trust Fund expense.

            (e) The Servicer and Special Servicer shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the
dates by which any claim or action is required to be taken under each insurance
policy to realize the full value of such policy for the benefit of
Certificateholders.

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) shall be in a federally designated special flood hazard area (if
flood insurance has been made available), or if the Servicer becomes aware, in
performing its duties under this Agreement, that a Mortgaged Property becomes
located in such area by virtue of remapping conducted by the Federal Emergency
Management Agency, the Servicer will use its reasonable efforts to cause the
related Borrower (in accordance with applicable law and the terms of the Loan
Documents) to maintain, and, if the related Borrower shall default in any such
obligation to so maintain, shall itself maintain, to the extent available at
commercially reasonable rates (as determined by the Servicer in accordance with
the Servicing Standard) and the Trustee as Mortgagee has an insurable interest
in the related Mortgaged Property, flood insurance in respect thereof, but only
to the extent the related Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard.
Such flood insurance shall be in an amount equal to the least of (i) the unpaid
principal balance of the related Loan, (ii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended,
and (iii) the amount required by the Loan. If the cost of any insurance
described above is not borne by the Borrower, the Servicer shall promptly make a
Servicing Advance for such costs, subject to Section 3.03(c).

            (g) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related Loan, (ii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973, as
amended, and (iii) the amount required by the Loan. The cost of any such flood
insurance with respect to an REO Property shall be an expense of the Trust Fund
payable out of the related REO Account pursuant to Section 3.16(c) or, if the
amount on deposit therein is insufficient therefor, paid by the Servicer as a
Servicing Advance.

            (h) Notwithstanding the provisions of the related Mortgage and any
other provision of this Agreement, but otherwise in accordance with the
Servicing Standard, the Servicer shall not require any Borrower to obtain
insurance in excess of the amounts of coverage and deductibles heretofore
required by the applicable Mortgage Loan Seller in connection with the
origination of the related Loan (such amounts, with respect to each Loan, the
"Origination Required Insurance Amounts"), unless the Servicer determines, in
accordance with the Servicing Standard, that such Origination Required Insurance
Amounts would not be prudent for property of the same type as the related
Mortgaged Property. The Servicer shall require that each policy of business
income insurance maintained by a Borrower have a minimum term of at least twelve
months. The Depositor shall provide evidence to the Servicer of the Origination
Required Insurance Amounts for each Mortgaged Property.

            (i) Within 10 days after the Closing Date, the Servicer shall notify
each Environmental Insurer that (A) both the Servicer and the Special Servicer
shall be sent notices under the Environmental Insurance Policy and (B) the
Trustee, on behalf of the Trust, shall be the loss payee under the Environmental
Insurance Policy. The Servicer and the Special Servicer shall abide by the terms
and conditions precedent to payment of claims under the Environmental Insurance
Policy and shall take all such action as may be required to comply with the
terms and provisions of such policy in order to maintain, in full force and
effect, such policy.

            (j) In the event the Servicer has actual knowledge of any event (an
"Insured Environmental Event") giving rise to a claim under any Environmental
Insurance Policy in respect of any Loan covered thereby, the Servicer shall, in
accordance with the terms of such Environmental Insurance Policy and the
Servicing Standards, timely make a claim thereunder with the appropriate insurer
and shall take such other actions in accordance with the Servicing Standards
which are necessary under such Environmental Insurance Policy in order to
realize the full value thereof for the benefit of the Certificateholders. Any
legal fees, premiums or other out-of-pocket costs incurred in accordance with
the Servicing Standards under an Environmental Insurance Policy shall be paid by
the Servicer and shall be reimbursable to it as a Servicing Advance.

            In the event that the Servicer receives notice of any termination of
any Environmental Insurance Policy that relates to one or more of the Loans, the
Servicer shall, within three Business Days after receipt of such notice, notify
the Special Servicer, the Directing Certificateholder, the Rating Agencies and
the Trustee of such termination in writing. Upon receipt of such notice, the
Servicer or Special Servicer shall address such termination in accordance with
Section 3.07(a) in the same manner as it would the termination of any other
Insurance Policy required under the related Loan documents.

            Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions.

            (a) (i) As to each Loan which contains a provision in the nature of
a "due-on-sale" clause, which by its terms:

                  (A) provides that such Loan shall (or may at the mortgagee's
            option) become due and payable upon the sale or other transfer of an
            interest in the related Mortgaged Property or the related Borrower
            or

                  (B) provides that such Loan may not be assumed without the
            consent of the mortgagee in connection with any such sale or other
            transfer,

the Servicer shall provide notice to the Special Servicer of any request for a
waiver thereof, and the Special Servicer (whether or not such Loan is a
Specially Serviced Loan) shall enforce such due-on-sale clause, unless the
Special Servicer determines, in accordance with the Servicing Standard, that (1)
not declaring an Event of Default (as defined in the related Mortgage) or (2)
granting such consent would be likely to result in a greater recovery (or an
equal recovery, provided the other conditions for an assumption or waiver of a
due-on-sale clause are met), on a present value basis (discounting at the
related Mortgage Rate), than would enforcement of such clause or the failure to
grant such consent. If the Special Servicer determines that (1) not declaring an
Event of Default (as defined in the related Mortgage) or (2) granting such
consent would be likely to result in a greater recovery (or an equal recovery,
provided the other conditions for an assumption or waiver of a due-on-sale
clause are met), the Special Servicer shall take or enter into an assumption
agreement from or with the proposed transferee as obligor thereon, provided that
(x) the credit status of the prospective transferee is in compliance with the
Servicing Standard and the terms of the related Mortgage and (y) with respect to
any Loan which is a Significant Loan, the Special Servicer shall have received
written confirmation from each of the Rating Agencies that such assumption would
not, in of itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. The Servicer shall use
reasonable efforts to cause the related Borrower to pay the costs of such
confirmation, otherwise, such costs shall be a Trust Fund expense.

            (ii) Notwithstanding the provisions of any Loan, foreclosure by a
      Mezzanine Loan Holder on any Mezzanine Loan Collateral securing a
      Mezzanine Loan to an affiliate of the related Borrower shall not, for
      purposes of this Agreement, be deemed to be a violation of the due-on-sale
      clause of the related Loan Documents or of clause (i) of this Section
      3.08(a) so long as the foreclosing party is a Permitted Mezzanine Loan
      Holder, and other material requirements of the related intercreditor
      agreement are satisfied.

            (iii) Neither the Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(i). Neither the consent of the
      Servicer nor the consent of the Special Servicer shall be required for the
      foreclosure by a Permitted Mezzanine Loan Holder if an event of default
      has been declared under the related Loan (and each Rating Agency has been
      notified of such event of default), except as set forth in any related
      intercreditor agreement. In no event shall a Mezzanine Loan Holder be
      required to pay any assumption fee, modification fee or other service
      charge in connection with any foreclosure upon Mezzanine Loan Collateral,
      transfer of ownership of the related Mortgaged Property to such Mezzanine
      Loan Holder and/or assumption of the related Loan. Nothing herein shall
      prevent a Mezzanine Loan Holder from appointing a receiver or trustee with
      respect to any Mezzanine Loan Collateral, foreclosing upon any reserves,
      escrow accounts or cash collateral accounts pledged under the related
      Mezzanine Loan (provided none of such accounts have been pledged under the
      related Loan) or otherwise taking an assignment of any cash flows from any
      Mezzanine Loan Collateral.

            (b) As to each Loan which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

            (i) provides that such Loan shall (or, at the mortgagee's option,
      may) become due and payable upon the creation of any additional lien or
      other encumbrance on the related Mortgaged Property or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

the Servicer shall provide notice to the Special Servicer of any request for a
waiver thereof, and the Special Servicer (whether or not such Loan is a
Specially Serviced Loan) shall enforce such due-on-encumbrance clause and in
connection therewith shall (i) accelerate payments thereon or (ii) withhold its
consent to such lien or encumbrance unless the Special Servicer (x) determines,
in accordance with the Servicing Standard, that (1) not accelerating payments on
such Loan or (2) granting such consent would result in a greater recovery on a
present value basis (discounting at the related Mortgage Rate) than would
enforcement of such clause or the failure to grant such consent and (y) receives
prior written confirmation from each of the Rating Agencies that (1) not
accelerating such payments or (2) granting such consent would not, in and of
itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. To the extent permitted by
the Loan Documents, Servicer will require Borrower to pay the costs associated
with such Rating Agency confirmation, otherwise it is considered a Trust Fund
expense.

            (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            (d) Except as otherwise permitted by Section 3.20, the Special
Servicer shall not agree to modify, waive or amend any term of any Loan in
connection with the taking of, or the failure to take, any action pursuant to
this Section 3.08.

            (e) Notwithstanding any other provisions of this Section 3.08, the
Servicer may grant a Borrower's request for consent to subject the related
Mortgaged Property to an easement or right-of-way for utilities, access,
parking, public improvements or another purpose and may consent to subordination
of the related Loan to such easement or right-of-way, provided that the Servicer
shall have determined (i) in accordance with the Servicing Standard that such
easement or right-of-way will not materially interfere with the then-current use
of the related Mortgaged Property or the security intended to be provided by
such Mortgage and will not materially or adversely affect the value of such
Mortgaged Property and (ii) that no Trust REMIC will fail to qualify as a REMIC
as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the Closing Date would be imposed on any Trust REMIC as a
result thereof. The Servicer shall use reasonable efforts, consistent with the
Servicing Standard, to cause the Borrower, at the Borrower's expense, to obtain
legal advice to make the determination described in clause (ii). If the Servicer
is unable to cause the Borrower to obtain such legal advice, and the related
loan documents do not provide that Borrower shall pay for such expense, the
Servicer shall obtain such legal advice, if necessary, in accordance with the
Servicing Standard, and the cost thereof shall be an expense of the Trust Fund.

            (f) With respect to any Loan which permits release of Mortgaged
Properties through defeasance (each, a "Defeasance Loan"), to the extent
permitted under the related Loan Documents:

            (i) The Servicer, with the consent of the Special Servicer, shall
      effect such defeasance only through the purchase of direct, non-callable
      U.S. government obligations satisfying both the REMIC Provisions
      ("Defeasance Collateral") and the requirements of clause (i) of the
      definition of Permitted Investments herein (without regard to the one year
      or less maturity requirement thereof) which purchase shall be made in
      accordance with the terms of such Loan (except that the Servicer is
      authorized to accept Defeasance Collateral meeting the foregoing
      requirements in spite of more restrictive requirements of the related Loan
      Documents); provided, however, that the Servicer shall not accept the
      amounts paid by the related Borrower to effect defeasance until such U.S.
      government obligations have been identified and an Independent accounting
      firm has provided the Servicer a comfort letter that states that such
      defeasance is in the correct amount and is in other respects in accordance
      with the terms of such Loan and provided, further, that no defeasance
      shall be accepted within two years after the Closing Date.

            (ii) If such Loan permits the assumption of the obligations of the
      related Borrower by a successor Borrower, the Servicer, with the consent
      of the Special Servicer, shall cause the Borrower to pay all expenses
      incurred in connection with the establishment of a successor Borrower that
      shall be a Single-Purpose Entity and to cause an assumption by such
      successor Borrower of the defeased obligations under the related Note. The
      Servicer shall be permitted to establish a single Single-Purpose Entity to
      assume the defeased obligations under all of the Loans that have been
      defeased.

            (iii) The Servicer shall cause to be delivered an Opinion of
      Counsel, at such Borrower's expense, to the effect that the Trustee has a
      first priority security interest in the defeasance deposit and the related
      U.S. government obligations and that the assignment thereof is valid and
      enforceable.

            (iv) The Servicer shall obtain at the related Borrower's expense a
      certificate from an Independent certified public accountant certifying
      that the U.S. government obligations are sufficient to make all scheduled
      payments under the related Note.

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, if such defeasance is a partial defeasance or such Mortgaged
      Property relates to (A) a Loan that is (x) a Loan, (y) part of a group of
      Crossed Loans or (z) part of a group of Loans made to affiliated Borrowers
      that, in each case, in the aggregate, represents one of the ten largest
      loans (which for the purposes of this definition shall include groups of
      Crossed Loans and groups of Loans made to affiliated Borrowers), the
      Servicer shall obtain, at the expense of the related Borrower, written
      confirmation from Fitch that such defeasance would not, in and of itself,
      result in a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates and (B) any Loan, the
      Servicer shall obtain, at the expense of the related Borrower, written
      confirmation from S&P that such defeasance would not, in and of itself,
      result in a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates; provided, that in the
      case of clause (B) so long as such Loan has a Stated Principal Balance
      less than either $5,000,000 or 1% of the aggregate Stated Principal
      Balance of the Loans, the Servicer shall not be required to obtain such
      confirmation from S&P if the Servicer delivers to S&P a Notice and
      Certification in the form attached hereto as Exhibit L.

            (vi) Neither the Servicer nor the Special Servicer shall permit the
      release of any Mortgaged Property through defeasance unless the related
      Borrower establishes to the satisfaction of the Servicer or the Special
      Servicer that the lien on such Mortgaged Property will be released to
      facilitate the disposition thereof or to facilitate any other customary
      commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, if the related Loan so requires and provides for the related
      Borrower to pay the cost thereof, the Servicer shall require such Borrower
      to deliver an Opinion of Counsel to the effect that such release will not
      cause any Trust REMIC to fail to qualify as a REMIC at any time that any
      Certificates are outstanding or cause a tax to be imposed on the Trust
      Fund under the REMIC Provisions.

            (viii) Neither the Servicer nor the Special Servicer shall permit a
      partial defeasance with respect to any Loan unless the value of the
      Defeasance Collateral is at least the amount required pursuant to the
      related Loan Documents with respect to such partial defeasance.

To the extent permitted under the related Loan Documents, any costs to the
Servicer of obtaining legal advice to make the determinations required to be
made by it pursuant to this Section 3.08(f), or obtaining the Rating Agency
confirmations required by this Section 3.08(f), shall be borne by the related
Borrower as a condition to the Servicer's obligation to effect the defeasance of
the related Loan or advanced as a Servicing Advance by the Servicer, and
otherwise shall be a Trust Fund expense.

            (g) [Reserved].

            (h) With respect to any Loan that permits the related Borrower to
incur subordinate indebtedness secured by the related Mortgaged Property, the
Special Servicer shall enforce the rights of the lender, if any, under the Loan
Documents to require such Borrower to require the lender of such subordinate
indebtedness to enter into a subordination and standstill agreement with the
lender.

            (i) With respect to any Loan, subject to the related Loan Documents,
neither the Servicer nor the Special Servicer shall permit the related Borrower
to substitute any real property, any rights with respect to real property, or
any other property interest whatsoever for the Mortgaged Property securing such
Loan as of the Closing Date without receipt of an Opinion of Counsel, at the
expense of the Borrower, to the effect that the substitution will not cause the
related Loan to fail to qualify as a "qualified mortgage" as defined under
Section 860G(a)(3) of the Code while such Loan is owned by the Lower-Tier REMIC
or a Loan REMIC.

            Section 3.09 Realization upon Defaulted Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Loans as
come into and continue in default as to which no satisfactory arrangements can
be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. In any case in which a
Mortgaged Property shall have suffered damage such that the complete restoration
of such property is not fully reimbursable by the hazard insurance policies or
flood insurance policies required to be maintained pursuant to Section 3.07, the
Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has
determined in its reasonable judgment in accordance with the Servicing Standard
that such restoration will increase the net proceeds of liquidation of such
Mortgaged Property to Certificateholders after reimbursement to the Servicer for
such Servicing Advance and interest thereon and the Servicer has determined that
such Servicing Advance together with accrued and unpaid interest thereon will be
recoverable by the Servicer out of the proceeds of liquidation of such Mortgaged
Property, as contemplated in Section 3.05(a)(v). The Special Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings (such costs and expenses to be advanced by the Servicer to the
Special Servicer and recoverable by the Servicer as a Servicing Advance),
provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance.

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its reasonable judgment taking into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any Appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Special
Servicer deems it necessary and prudent for purposes of establishing the fair
market value of any Mortgaged Property securing a Defaulted Loan, whether for
purposes of bidding at foreclosure or otherwise, the Special Servicer is
authorized to have an Appraisal performed with respect to such property, the
cost of which Appraisal shall be paid by the Servicer as a Servicing Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be a Servicing Advance) to the effect that the
      holding of such personal property by the Trust Fund will not cause the
      imposition of a tax on any Trust REMIC under the REMIC Provisions or cause
      any Trust REMIC to fail to qualify as a REMIC at any time that any Loan
      REMIC Regular Interest, Uncertificated Lower-Tier Interest or Certificate
      is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders, would be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or "operator" of
such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an Environmental Assessment of such Mortgaged
Property performed within the preceding 12 months by an Independent Person who
regularly conducts Environmental Assessments and/or the existence of an
Environmental Insurance Policy covering such Mortgaged Property, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund, perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the second preceding sentence
have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Loan and (ii) there has been no breach
of any of the representations and warranties set forth in or required to be made
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement for which
the related Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, then
the Special Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund and consistent with the Servicing Standard
(other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Servicer and the Certificate
Owners of the Controlling Class monthly regarding any actions taken by the
Special Servicer with respect to any Mortgaged Property securing a Defaulted
Loan as to which the environmental testing contemplated in subsection (c) above
has revealed that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied, in each case until the
earlier to occur of satisfaction of both such conditions, repurchase of the
related Loan by the related Mortgage Loan Seller or release of the lien of the
related Mortgage on such Mortgaged Property; provided, however, that with
respect to each such report or Environmental Assessment, if beneficial ownership
of the Controlling Class resides in more than one Certificate Owner, the Special
Servicer shall be responsible only for the expense of providing the first such
copy thereof and shall be entitled to reimbursement from the Trust Fund for the
expense of any additional copies so provided. The Trustee shall, upon request,
forward all such reports to the Certificateholders and each Rating Agency
promptly following the receipt thereof at the expense of the requesting party.

            (f) The Servicer shall report to the Internal Revenue Service and
the related Borrower, in the manner required by applicable law, the information
required to be reported regarding any Mortgaged Property related to a Loan that
it is required to service and which is abandoned or foreclosed, the receipt of
mortgage interests received in a trade or business and the forgiveness of
indebtedness with respect to any mortgaged property required by Sections 6050J,
6050H and 6050P, respectively, of the Code. The Special Servicer shall provide
the Servicer with such information or reports as the Servicer deems necessary to
fulfill its obligations under this Section 3.09(f) promptly upon the Servicer's
request therefor. The Servicer shall deliver a copy of any such report to the
Trustee and the Special Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Servicer no later than the next succeeding P&I Advance
Determination Date.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Loan, or the receipt by the
Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release (and shall include two
copies) signed by a Servicing Officer (or in a mutually agreeable electronic
format that will, in lieu of a signature on its face, originate from a Servicing
Officer) and shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
six Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee (or, to the extent provided in Section
3.01(b), the Servicer or the Special Servicer, as applicable) shall execute such
instruments of satisfaction, deeds of reconveyance and other documents as shall
have been furnished to it by the Servicer, and the Trustee shall release and
deliver the related Mortgage File to the Servicer or Special Servicer, as the
case may be. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Loan, the Servicer or the Special Servicer shall deliver to the Trustee
two copies of a Request for Release signed by a Servicing Officer (or in a
mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer). Upon receipt of the foregoing, the
Trustee shall deliver the Mortgage File or any document therein to the Servicer
or the Special Servicer (or a designee), as the case may be. Upon return of the
Mortgage File to the Trustee, the Trustee shall execute an acknowledgment of
receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of a Loan or REO Loan, or to
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required, that the
proposed action is in the best interest of the Certificateholders and that the
execution and delivery thereof by the Trustee will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.

            Section 3.11 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee (subject to the third and last
paragraphs of this Section 3.11(a)) with respect to each Loan and REO Loan
(including Specially Serviced Loans, Defeasance Loans and Additional Collateral
Loans) required to be serviced by it at the applicable Servicing Fee Rate. The
Servicing Fee with respect to any Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Loan and REO
Revenues allocable as interest on each REO Loan. The Servicing Fee with respect
to the Loan REMIC Loans shall be an expense of the Lower-Tier REMIC with respect
to the related Loan REMIC Regular Interests. In no event will the Servicer or
any Primary Servicer be entitled to retain a servicing fee from the amount of
any P&I Advance, regardless of whether the related Borrower is obligated to
reimburse Servicing Fees or Primary Servicing Fees.

            The Servicer, on behalf of itself, the holder of the Excess
Servicing Strip and any Primary Servicer, shall be entitled to recover unpaid
Servicing Fees and Primary Servicing Fees in respect of any Loan or REO Loan
required to be serviced by it out of that portion of related payments, Insurance
and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of
an REO Loan) allocable as recoveries of interest, to the extent permitted by
Section 3.05(a). Subject to the third, sixth and last paragraphs of this Section
3.11(a), the right to receive the Servicing Fee (and, except to the extent set
forth in the Primary Servicing Agreement with respect to a Primary Servicer and
except as set forth in this Section 3.11(a), the related Primary Servicing Fee)
may not be transferred in whole or in part except in connection with the
transfer of all of the Servicer's responsibilities and obligations under this
Agreement. The parties hereto acknowledge that the annual fees of each Rating
Agency allocable to the CSFB Loans and the PNC Loans have been paid on or prior
to the Closing Date by the CSFB Mortgage Loan Seller.

            Notwithstanding anything herein to the contrary, Midland (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip; provided, however, that in the
event of any resignation or termination of the Servicer, all or any portion of
the Excess Servicing Strip may be reduced by the Trustee to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Servicer (which successor may include the Trustee)
that meets the requirements of Section 6.4 and that requires market rate
servicing compensation that accrues at a per annum rate in excess of 0.005%
(0.50 basis point). The Servicer shall pay the Excess Servicing Strip to the
holder of the Excess Servicing Strip (i.e., Midland or any such third party) at
such time and to the extent the Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of
Midland hereunder (subject to reduction pursuant to the preceding sentence).

            Additional servicing compensation in the form of (i) 100% of all
assumption application fees and one-half of all assumption fees paid by the
Borrowers on all Loans that are not Specially Serviced Loans (but only to the
extent that all amounts then due and payable with respect to such Loans have
been paid), (ii) charges for beneficiary statements or demands and amounts
collected for checks returned for insufficient funds, (iii) all commercially
reasonable fees received on or with respect to Loan modifications for which the
Servicer is responsible pursuant to Section 3.20 (but only to the extent
actually collected from the related Borrower and only to the extent that all
amounts then due and payable after giving effect to any modification with
respect to the related Loan have been paid), (iv) reasonable and customary
consent fees and fees in connection with defeasance, if any, and (v) other
customary charges, in each case only to the extent actually paid by the related
Borrower, shall be retained by the Servicer and shall not be required to be
deposited in the Collection Account maintained by the Servicer pursuant to
Section 3.04(a).

            The Servicer also shall be entitled to additional servicing
compensation in the form of: (i) Penalty Charges received on each Loan (other
than Specially Serviced Loans) but only to the extent actually paid by the
related Borrower and to the extent that all amounts then due and payable with
respect to such Loan (including outstanding interest on all Advances accrued
with respect to such Loan) have been paid to the Servicer; (ii) interest or
other income earned on deposits relating to the Trust Fund in the Collection
Account, maintained by the Servicer in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to each such
account for each period from any Distribution Date to the immediately succeeding
P&I Advance Date); (iii) interest earned on deposits in any Cash Collateral
Account, any Lockbox Account and the Servicing Accounts maintained by the
Servicer that is not required by applicable law or the related Loan to be paid
to the Borrower; and (iv) to the Servicer, collections representing Prepayment
Interest Excess for any Distribution Date (except to the extent necessary to
offset Prepayment Interest Shortfalls for such Distribution Date).
Notwithstanding anything to the contrary in clause (i) of the first sentence of
this paragraph or in the last paragraph of Section 3.11(b), (x) the Servicer
shall be entitled to that portion, if any, of a Penalty Charge collected on a
Specially Serviced Loan that accrued prior to the related Servicing Transfer
Event and (y) if the Special Servicer has partially waived any Penalty Charge
part of which accrued prior to the related Servicing Transfer Event, any
collections in respect of such Penalty Charge shall be shared pro rata by the
Servicer and the Special Servicer based on the respective portions of such
Penalty Charge to which they would otherwise have been entitled.

            Midland (and its successors and assigns) shall also be entitled to
receive all Primary Servicing Fees on any Loan and REO Loan (including any
Specially Serviced Loan, Additional Collateral Loan and Defeasance Loan) which
is not serviced by a Primary Servicer, computed on the basis of the related
Stated Principal Balance and for the same period and in the same manner
respecting which any related interest payment due (or deemed to be due) on the
related Loan is computed. The right of Midland (and its successors and assigns)
to receive such Primary Servicing Fees in accordance with the provisions hereof
shall not be terminated under any circumstance, including transfer of the
servicing or subservicing of the Loans to another entity or the termination of
the Servicer. Midland (and its successors and assigns) shall be permitted to
assign such Primary Servicing Fees to any party without restriction.

            Except as specifically provided herein, the Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due for premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of the Collection Account, and the
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            Notwithstanding the foregoing paragraphs of this Section 3.11, the
Servicing Fee on any Loan, other than a Specially Serviced Loan, and the
investment income earned on any Principal Prepayment made on such Loan during a
given Due Period, and due the Servicer on the related Distribution Date shall be
reduced by the Prepayment Interest Shortfall (other than Prepayment Interest
Shortfall with respect to Specially Serviced Loans, as a result of the payment
of insurance proceeds or condemnation proceeds, subsequent to a default under
the related Loan Documents (provided the Servicer reasonably believes that
acceptance of such payment is consistent with the Servicing Standard), pursuant
to applicable law or court order, or at the request of or with the consent of
the Directing Certificateholder), if any, on such Loan for such Distribution
Date; provided, however, that with respect to any Additional Collateral Loans as
to which Additional Collateral is paid as a Principal Prepayment, neither the
Servicing Fee on such Loan, nor the investment income earned on any such
Principal Prepayment, shall be reduced by the Prepayment Interest Shortfall.

            In the event that Midland is terminated or resigns as Servicer, it
(and its successors and assigns) will be entitled to retain the Excess Servicing
Strip, except to the extent that any portion of such Excess Servicing Strip is
needed to compensate any replacement Servicer for assuming the duties of Midland
under this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan. As to each such Specially Serviced
Loan and REO Loan, the Special Servicing Fee shall accrue at the Special
Servicing Fee Rate (in accordance with the same terms of the related Note as are
applicable to the accrual of interest at the Mortgage Rate) and shall be
computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan and for the same period respecting which any related interest payment due
on such Specially Serviced Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced Loan
or REO Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, to the extent permitted by Section 3.05(a). The right to receive the
Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer's responsibilities
and obligations under this Agreement.

            Additional servicing compensation in the form of (i) all assumption
fees on all Specially Serviced Loans, (ii) one-half of all assumption fees on
any Loans other than Specially Serviced Loans and (iii) all commercially
reasonable extension fees and all fees received on or with respect to Loan
modifications for which the Special Servicer is responsible pursuant to Section
3.20(a), but only to the extent actually collected from the related Borrower and
only to the extent that all amounts then due and payable after giving effect to
any modification with respect to the related Loan (including those payable to
the Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid
to the Special Servicer by the Servicer and shall not be required to be
deposited in the Collection Account pursuant to Section 3.04(a).

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate. The "Workout Fee Rate" means 1.0% applied to each
collection of interest and principal (including scheduled payments, prepayments,
Balloon Payments, payments at maturity and payments received with respect to a
partial condemnation of a Mortgaged Property securing a Specially Serviced Loan)
received on such Loan for so long as it remains a Corrected Loan. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such Loan
again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Loan again becomes a Corrected Loan. If the
Special Servicer is terminated (other than for cause or by resignation), it
shall retain the right to receive any and all Workout Fees payable with respect
to Loans that became Corrected Loans during the period that it acted as Special
Servicer and were Corrected Loans at the time of such termination (and the
successor Special Servicer shall not be entitled to any portion of such Workout
Fees), in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives any Liquidation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee. As to each Specially Serviced Loan or REO
Loan, the Liquidation Fee will be payable out of, and will be calculated by
application of a "Liquidation Fee Rate" of 1.0% of net liquidation proceeds
received with respect to such Specially Serviced Loan or REO Loan.

            Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable under the circumstances provided in the proviso
to the definition of Liquidation Fee. If, however, Liquidation Proceeds are
received with respect to any Corrected Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of
the portion of such Liquidation Proceeds that constitute principal and/or
interest on such Loan.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on each Specially Serviced Loan (but only to the extent
actually collected from the related Borrower and to the extent that all amounts
then due and payable with respect to such Specially Serviced Loan (including
outstanding interest on all Advances accrued with respect to such Specially
Serviced Loan) have been paid to the Special Servicer). The Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO
Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not payable directly
out of the Collection Account or the REO Account, and the Special Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement.

            Section 3.12 Reports to the Trustee; Collection Account Statements.

            (a) The Servicer shall deliver to the Trustee and the Special
Servicer, no later than 1:00 p.m. New York City time on the second Business Day
prior to each Distribution Date beginning in September 2001, the Loan Periodic
Update File with respect to the related Distribution Date (which shall include,
without limitation, the Available Distribution Amount for its respective Loans)
including the anticipated P&I Advances and Servicing Advances for the related
Distribution Date and any accrued but unpaid interest on Advances. As to each
Loan, the Servicer shall provide to the Special Servicer, by the close of
business on each Distribution Date and in a mutually agreeable electronic
format, the amount of each outstanding Advance and the interest accrued thereon
as of such Distribution Date. The Servicer's responsibilities under this Section
3.12(a) with respect to Specially Serviced Loans and REO Loans shall be subject
to the satisfaction of the Special Servicer's obligations under Section 3.21.

            (b) For so long as the Servicer makes deposits into and withdrawals
from the Collection Account maintained by it, not later than 30 days after each
Distribution Date, the Servicer shall forward to the Trustee a statement setting
forth the status of its Collection Account as of the close of business on the
last Business Day of the related Due Period showing the aggregate amount of
deposits into and withdrawals from such Collection Account of each category of
deposit specified in Section 3.04 and each category of withdrawal specified in
Section 3.05 for the related Due Period.

            (c) No later than 1:00 p.m. New York City time on each Servicer
Remittance Date beginning in November 2001, the Servicer shall deliver or cause
to be delivered to the Trustee the following reports (and, if applicable, the
related REO Properties, providing the required information as of the related
Determination Date): (i) a Comparative Financial Status Report, (ii) a
Delinquent Loan Status Report; (iii) an Historical Loan Modification Report;
(iv) an Historical Loss Estimate Report; and (v) an REO Status Report. Such
reports shall be in CMSA format (as in effect from time to time) and shall be in
an electronic format reasonably acceptable to both the Trustee and the Servicer.
The Servicer and Special Servicer shall also deliver or cause to be delivered on
the Servicer Remittance Date, the Property File.

            On the next Business Day succeeding the date received by the
Servicer from the Depositor, the Servicer shall deliver to the Trustee the Loan
Set-Up File.

            The information that pertains to Specially Serviced Loans and REO
Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the Servicer in writing and on a computer
readable medium reasonably acceptable to the Servicer and the Special Servicer
by 4:00 p.m. New York City time on the fourth Business Day prior to the Servicer
Remittance Date in CMSA format (as in effect from time to time) or shall be
provided by means of such reports so delivered by the Special Servicer to the
Servicer in the form so required. The Servicer's responsibilities under this
Section 3.12(c) with respect to REO Loans and Specially Serviced Loans shall be
subject to the satisfaction of the Special Servicer's obligations under Section
3.12(f). In the absence of manifest error, the Servicer shall be entitled to
conclusively rely upon, without investigation or inquiry, the information and
reports delivered to it by the Special Servicer, and the Trustee shall be
entitled to conclusively rely upon the Servicer's reports and the Special
Servicer's reports without any duty or obligation to recompute, verify or
recalculate any of the amounts and other information stated therein.

            (d) The Servicer shall deliver or cause to be delivered to the
Trustee the following materials, in each case to the extent that such materials
or the information on which they are based are required to be delivered pursuant
to the Loan Documents and have been received by the Servicer:

            (i) At least annually by May 31, commencing May 31, 2002, with
      respect to each Loan and REO Loan (to the extent prepared by and timely
      received from the Special Servicer in the case of any Specially Serviced
      Loan or REO Loan), an Operating Statement Analysis Report and NOI
      Adjustment Worksheet for the related Mortgaged Property or REO Property as
      of the end of the preceding fiscal year, together with copies of the
      operating statements and rent rolls (but only to the extent the related
      Borrower delivers such information to the Servicer and, with respect to
      operating statements and rent rolls for Specially Serviced Loans and REO
      Properties, to the extent timely delivered by the Special Servicer to the
      Servicer), for the related Mortgaged Property or REO Property as of the
      end of the preceding fiscal year. The Servicer shall use its reasonable
      efforts (but shall not be required to institute litigation) to obtain said
      annual operating statements, rent rolls with respect to each of such
      Loans, other than Specially Serviced Loans or REO Loans, which efforts
      shall include sending a letter to the related Borrower each quarter
      (followed up with telephone calls) requesting such annual operating
      statements, rent rolls and maintenance schedules until they are received,
      to the extent such action is consistent with applicable law, the terms of
      such Loans and the Servicing Standard.

            (ii) The Servicer shall maintain an Operating Statement Analysis
      Report for each Mortgaged Property securing each Loan (other than any such
      Mortgaged Property which is REO Property or constitutes security for a
      Specially Serviced Loan) that shall be updated by the Servicer and
      delivered to the Trustee within 30 days after receipt by the Servicer of
      updated operating statements for such Mortgaged Property beginning in
      November 2001, provided, that the Servicer shall not be required to update
      the Operating Statement Analysis Reports more often than quarterly or such
      other longer period as operating statements are required to be delivered
      to the lender by the Borrower pursuant to the Loan Documents.

            The Special Servicer will be required pursuant to Section 3.12(g) to
deliver to the Servicer the information required pursuant to this Section
3.12(d) with respect to Specially Serviced Loans and REO Loans on or before
April 30 of each year, commencing on April 30, 2002, and within ten days after
its receipt of any operating statement for any related Mortgaged Property or REO
Property.

            (e) No later than 1:00 p.m. New York City time on each Servicer
Remittance Date, the Servicer shall prepare and deliver to the Trustee, the
Rating Agencies and the Special Servicer, a Servicer Watch List. Until the CMSA
adopts "Servicer Watch List" criteria and a form of report is available on the
CMSA Website or is recommended from time to time by the CMSA for commercial
mortgage securities transactions generally, the Servicer shall include on its
CMSA Servicer Watch List Loans that meet the following criteria: (i) Loans
having a current Debt Service Coverage Ratio that is 80% or less of the
Underwritten Debt Service Coverage Ratio or having a Debt Service Coverage Ratio
that is less than 1.00x or .90x, (ii) Loans that the Servicer has determined in
its reasonable judgment that default in the payment of a Monthly Payment is
likely to occur, (iii) Loans which have come to the Servicer's attention in the
performance of its duties under this Agreement, that (A) any tenant occupying
25% or more of the space in the related Mortgaged Property has vacated (without
being replaced by a comparable tenant and lease) or been the subject of
bankruptcy or similar proceedings or (B) relate to a Borrower or an Affiliate
that is the subject of a bankruptcy or similar proceeding and, (iv) Loans that
are within 60 days of maturity.

            The Special Servicer shall report to the Servicer any of the
foregoing events promptly upon the Special Servicer having knowledge of such
event. In addition, in connection with their servicing of the Loans, the
Servicer and the Special Servicer shall provide to each other and to the Trustee
written notice of any event that comes to their knowledge with respect to a Loan
or REO Property that the Servicer or the Special Servicer, respectively,
determines, in accordance with Servicing Standard, would have a material adverse
effect on such Loan or REO Property, which notice shall include an explanation
as to the reason for such material adverse effect.

            (f) The Special Servicer shall deliver or cause to be delivered to
the Servicer and, upon the request of the Trustee, the Depositor or any Rating
Agency, to any such requesting party, the following materials, in each case to
the extent that such materials or the information on which they are based are
required to be delivered by the Borrower pursuant to the Loan Documents and have
been received by the Special Servicer:

            (i) Annually, on or before April 30 of each year, commencing in
      April 30, 2002, with respect to each Specially Serviced Loan and REO Loan,
      an Operating Statement Analysis Report and NOI Adjustment Worksheet, both
      in written form and in electronic format reasonably acceptable to the
      Servicer, the Special Servicer and the Trustee for the related Mortgaged
      Property or REO Property as of the end of the preceding calendar year (but
      only to the extent the Special Servicer has received such information from
      the Servicer at the time of the servicing transfer pursuant to Section
      3.21 necessary to prepare the related Operating Statement Analysis and NOI
      Adjustment Worksheet on a prospective basis), together with copies of the
      operating statements and rent rolls for the related Mortgaged Property or
      REO Property as of the end of the preceding calendar year. The Special
      Servicer shall use its reasonable efforts (but shall not be required to
      institute litigation) to obtain said annual operating statements and rent
      rolls with respect to each Mortgaged Property constituting security for a
      Specially Serviced Loan and each REO Property, which efforts shall include
      sending a letter to the related Borrower or other appropriate party each
      quarter (followed up with telephone calls) requesting such annual
      operating statements and rent rolls until they are received.

            (ii) The Special Servicer shall maintain an Operating Statement
      Analysis Report, both in written form and in electronic format reasonably
      acceptable to the Servicer, the Special Servicer and the Trustee, for each
      Mortgaged Property which constitutes security for a Specially Serviced
      Loan or is a REO Property that shall be updated by the Special Servicer
      and delivered to the Servicer within 10 days after receipt by the Special
      Servicer of updated operating statements for each such Mortgaged Property,
      provided, that the Special Servicer shall not be required to update the
      Operating Statement Analysis Reports more often than quarterly.

            (g) The Servicer and the Special Servicer hereby agree to deliver to
each Rating Agency any information such Rating Agency may reasonably request.
The Trustee shall be entitled to rely conclusively on and shall not be
responsible for the content or accuracy of any information provided to it by the
Servicer or the Special Servicer pursuant to this Agreement.

            (h) If the Servicer or the Special Servicer is required to deliver
any statement, report or information under any provision of this Agreement, the
Servicer or the Special Servicer, as the case may be, may satisfy such
obligation by (x) physically delivering a paper copy of such statement, report
or information, (y) delivering such statement, report or information in a
commonly used electronic format or (z) making such statement, report or
information available on the Servicer's internet website, unless this Agreement
expressly specifies a particular method of delivery.

            Section 3.13 Annual Statement as to Compliance.

            The Servicer and the Special Servicer shall each deliver to the
Trustee, who shall upon request deliver a copy to the Depositor and the Rating
Agencies, on or before April 15 of each year, beginning April 15, 2002, an
officer's certificate of the Servicer or Special Servicer stating that, among
other things, to the best of such officer's knowledge, the Servicer or Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects throughout the preceding year (or such shorter period)
or, if there has been a material default, specifying each material default known
to such officer, the nature and status of such default and the action proposed
to be taken with respect thereto, and (iii) whether it has received any notice
regarding qualification, or challenging the status, of any Trust REMIC as a
REMIC from the IRS or any other governmental agency or body. The Trustee shall
deliver such Officer's Certificate, upon request, to any Certificateholder. If
the same entity acts as Servicer and Special Servicer, the foregoing may be
delivered as a single certificate.

            Section 3.14 Reports by Independent Public Accountants.

            On or before April 15 of each year, beginning with April 15, 2002,
the Servicer and the Special Servicer (the "reporting person"), each at the
reporting person's expense, shall cause a firm of nationally recognized
Independent public accountants (who may also render other services to the
reporting person) which is a member of the American Institute of Certified
Public Accountants ("AICPA") to furnish a statement (an "Accountant's
Statement") to the Trustee, the Depositor and the Rating Agencies, to the effect
that such firm has examined certain documents and records relating to the
servicing of similar mortgage loans under similar agreements and that, on the
basis of such examination conducted substantially in compliance with generally
accepted auditing standards and the Uniform Single Attestation Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC, such
servicing has been conducted in compliance with similar agreements except for
such significant exceptions or errors in records that, in the opinion of such
firm, generally accepted auditing standards and the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC require it to report, in which case such exceptions and errors shall be so
reported.

            Each reporting person shall obtain from the related accountants, or
shall prepare, an electronic version of each Accountant's Statement and provide
such electronic version to the Trustee for filing in accordance with the
procedures set forth in Section 3.27 hereof. In rendering such statement, such
firm may rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers (rendered within one year of such statement) of independent
public accountants with respect to the related Sub-Servicer.

            Section 3.15 Access to Certain Information.

            Each of the Servicer and the Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Servicer or to the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Loans and the Trust Fund within its control which may be required
by this Agreement or by applicable law.

            Such access shall be afforded without charge (except that the
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Servicer or the Special Servicer, as the case may be, designated by it.
Nothing in this Section 3.15 shall detract from the obligation of the Servicer
and the Special Servicer to observe any applicable law or agreement prohibiting
disclosure of information with respect to the Borrowers, and the failure of the
Servicer or the Special Servicer to provide access as provided in this Section
3.15 as a result of such obligation shall not constitute a breach of this
Section 3.15. Nothing herein shall be deemed to require the Servicer or Special
Servicer to confirm, represent or warrant the accuracy of any other Persons'
information or report, included in any communication from the Servicer, the
Special Servicer or Borrower. Notwithstanding the above, the Servicer and
Special Servicer shall not have any liability to the Depositor, the Trustee, any
Certificateholder, any Certificate Owner, the Initial Purchaser, either
Underwriter, any Rating Agency or any Person to whom it delivers information
pursuant to and in accordance with this Section 3.15 or any other provision of
this Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. The Servicer and the Special
Servicer may each deny any of the foregoing persons access to confidential
information or any intellectual property which the Servicer or the Special
Servicer is restricted by license or contract from disclosing. Notwithstanding
the foregoing, the Servicer and the Special Servicer shall maintain separate
from such confidential information and intellectual property, all documentation
regarding the Loans that is not confidential.

            Section 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee (or its nominee) on behalf of
the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property in accordance with Section 3.18(d) and, in any event,
prior to the close of the third calendar year beginning after the year in which
the Trust Fund acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an
extension of time (an "REO Extension") by the Internal Revenue Service to sell
such REO Property (a copy of which shall be delivered to the Trustee) or (ii)
obtains for the Trustee and the Servicer an Opinion of Counsel (the cost of
which shall be paid as a Servicing Advance), addressed to the Trustee and the
Servicer, to the effect that the holding by the Trust Fund of such REO Property
after such period will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund or any Trust REMIC as defined in Section 860F of
the Code or cause any Trust REMIC to fail to qualify as a REMIC for federal or
applicable state tax purposes at any time that any Uncertificated Lower-Tier
Interests or Certificates are outstanding. If the Special Servicer is granted
the REO Extension or obtains the Opinion of Counsel contemplated by clause (ii)
above, the Special Servicer shall sell such REO Property within such period as
is permitted by such REO Extension or such Opinion of Counsel. Any expense
incurred by the Special Servicer in connection with its being granted the REO
Extension or its obtaining the Opinion of Counsel contemplated by clause (ii)
above shall be an expense of the Trust Fund payable out of the Collection
Account pursuant to Section 3.05(a).

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC
Regular Interests), for the retention of revenues and other proceeds derived
from each REO Property. The REO Account shall be an Eligible Account. The
Special Servicer shall deposit, or cause to be deposited, in the REO Account,
within one Business Day after receipt, all REO Revenues, Insurance and
Condemnation Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in the REO Account may be invested only in Permitted Investments
in accordance with Section 3.06. The Special Servicer shall give notice to the
Trustee and the Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Collection Account the aggregate of all amounts received in respect of each REO
Property during the most recently ended Due Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standard, such portion of such balance as may be necessary to maintain
a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In
addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Collection
Account on such date.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

            (e) The REO Property and the related REO Account with respect to the
Loan REMIC Loans shall be treated as assets of the related Loan REMIC for all
purposes of this Agreement.

            Section 3.17 Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders and the Trustee (as Holder of the
Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) solely
for the purpose of its timely disposition and sale in a manner that does not
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust
Fund of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are in the best interests of and for the benefit of the
Certificateholders and the Trustee (as Holder of the Uncertificated Lower-Tier
Interests and the Loan REMIC Regular Interests) (as determined by the Special
Servicer in its good faith and reasonable judgment) and, consistent therewith,
shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without
limitation:

            (i) all Insurance Policy premiums due and payable in respect of such
      REO Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all costs and expenses necessary to maintain and lease such REO
      Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, subject to Section
3.03(c), the Servicer shall advance from its own funds, as a Servicing Advance,
such amount as is necessary for such purposes unless (as evidenced by an
Officer's Certificate delivered to the Trustee and the Depositor) if such
advances would, if made, constitute Nonrecoverable Servicing Advances.

            (b) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than 10% of
      the construction of such building or other improvement was completed
      before default on the related Loan became imminent, all within the meaning
      of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than 90 days after its Acquisition Date;

            unless, in any such case, the Special Servicer has obtained an
Opinion of Counsel (the cost of which shall be paid by the Servicer as a
Servicing Advance) to the effect that such action will not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in
which case the Special Servicer may take such actions as are specified in such
Opinion of Counsel. Except as limited above in this Section 3.17 and by Section
3.17(c), the Special Servicer shall be permitted to cause the Trust Fund to earn
"net income from foreclosure property," subject to the Servicing Standard.

            (c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the Acquisition Date thereof, provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be an
      expense of the Trust Fund) shall be reasonable and customary in light of
      the nature and locality of the Mortgaged Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor (A) pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in subsection (a)
      hereof, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            Section 3.18 Sale of Defaulted Loans and REO Properties.

            (a) Each of the Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Defaulted Loan or REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Section
2.03(b), Section 9.01 and Section 9.03.

            (b) If any Loan becomes a Defaulted Loan, then the Special Servicer
shall promptly so notify in writing the Trustee and the Servicer, and the
Trustee shall, within five days after receipt of such notice, so notify the
Directing Certificateholder described in the following sentence. The Directing
Certificateholder (but, with respect to the Landmark Loan, not a Directing
Certificateholder that is a holder of a Class LM Participation Certificate, but
instead the Directing Certificateholder of the Regular Certificates) may, at its
option, purchase any Defaulted Loan out of the Trust Fund at a cash price equal
to the applicable Purchase Price. The Directing Certificateholder may, after
receipt of the notice described in the first sentence of this Section 3.18(b),
assign its option under the preceding sentence to any party. The Purchase Price
for any Defaulted Loan purchased under this Section 3.18(b) shall be deposited
into the Collection Account, and the Trustee, upon receipt of an Officer's
Certificate from the Servicer to the effect that such deposit has been made,
shall release or cause to be released to the Certificateholder(s) effecting such
purchase (or to its or their designee) the related Mortgage File, and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in such Certificateholder(s) ownership of such Loan. In connection with any
such purchase, the Special Servicer shall deliver the related Servicing File to
the Certificateholder(s) effecting such purchase (or to its or their designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Loan will automatically terminate upon (i) the related Borrower's cure
of all defaults on the Defaulted Loan, (ii) the acquisition on behalf of the
Trust of title to the related Mortgaged Property by foreclosure or deed in lieu
of foreclosure or (iii) the modification, waiver or pay-off (full or discounted)
of the Defaulted Loan in connection with a workout.

            The Purchase Price for any Defaulted Loan purchased under this
Section 3.18(b) shall, (i) pending determination of the Fair Value thereof
pursuant to the succeeding sentence, be the Purchase Price calculated in
accordance with the definition of Purchase Price, and (ii) following
determination of the Fair Value pursuant to the succeeding sentence, be the Fair
Value. The Special Servicer shall promptly obtain an Appraisal (unless it has an
Appraisal that is less than 12 months old and has no actual knowledge of, or
notice of, any event which in the Special Servicer's judgment would materially
affect the validity of such Appraisal), and shall, within 60 days following the
date on which a Loan becomes a Defaulted Loan, determine the "Fair Value"
thereof in accordance with the Servicing Standard. In determining the Fair Value
of any Defaulted Loan the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan, the
occupancy level and physical condition of the related Mortgage Property, the
state of the local economy in the area where the Mortgaged Property is located,
and the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property. In addition, the Special Servicer shall refer to all
relevant information contained in the Servicing File, including the most recent
Appraisal obtained or conducted with respect to the related Mortgage Property
and available objective third-party information obtained from generally
available sources, as well as information obtained from vendors providing real
estate services to the Special Servicer, concerning the market for distressed
real estate loans and the real estate market for the subject property type in
the area where the related Mortgaged Property is located based on the Appraisal.
The Special Servicer must give prompt written notice of its Fair Value
determination to the Trustee and the Servicer. Within five days after receipt of
such notice, the Trustee must provide a copy of such notice to the same persons
who received the initial notice regarding the subject Defaulted Loan.

            The Special Servicer will be permitted to change from time to time
thereafter, its determination of the Fair Value of a Defaulted Loan based upon
changed circumstances, new information or otherwise, in accordance with the
Servicing Standard. If the most recent Fair Value calculation was made more than
180 days prior to the exercise date of a purchase option (under this Section
3.18(b) or Section 3.18(c)), then the Special Servicer shall confirm or revise
the Fair Value determination, which Fair Value may be higher or lower. In the
event that the Special Servicer or a Directing Certificateholder or assignee
thereof that is an affiliate of the Special Servicer proposes to purchase a
Defaulted Loan, the Servicer shall determine whether the Special Servicer's
determination of Fair Value for a Defaulted Loan constitutes a fair price in its
reasonable judgment. The Servicer shall be entitled to a fee of $2,600 in
connection with each such Fair Value determination. All reasonable costs and
expenses of the Special Servicer and Servicer in connection with the
determination of the Fair Value of a Defaulted Loan will be reimbursable as
Servicing Advances.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required
to pursue such other resolution strategies available hereunder, including
workout and foreclosure, consistent with the Servicing Standard, but the Special
Servicer will not be permitted to sell the Defaulted Loan other than pursuant to
the exercise of such purchase option.

            (c) If the Directing Certificateholder or an assignee thereof has
not purchased any Defaulted Loan provided in Section 3.18(b) within 15 days of
such Holders' having received notice of the calculation of Fair Value pursuant
to Section 3.18(b), then the Trustee shall within five days of the end of such
15-day period send notice to the Special Servicer that such Loan was not
purchased by such Directing Certificateholder, and the Special Servicer may, at
its option, within 15 days after receipt of such notice, purchase (or designate
an Affiliate thereof to purchase) such Loan out of the Trust Fund at a cash
price equal to the Purchase Price. The Purchase Price for any such Loan
purchased under this Section 3.18(c) shall be deposited into the Collection
Account, and the Trustee, upon receipt of an Officer's Certificate from the
Servicer to the effect that such deposit has been made, shall release or cause
to be released to the Special Servicer (or the designated Affiliate thereof), as
applicable, the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in the Special Servicer
(or the designated Affiliate thereof), as applicable, the ownership of such
Loan.

            (d) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Such solicitation shall be made in a commercially reasonable manner. The Special
Servicer shall accept the highest cash bid received from any Person for such REO
Property in an amount at least equal to the Purchase Price therefor; provided,
however, that in the absence of any such bid, the Special Servicer shall accept
the highest cash bid received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16(a), then the
Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. If the Special Servicer determines with respect to any REO
Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders and that the end of the period referred to
in Section 3.16(a) with respect to such REO Property is approaching, the Special
Servicer shall seek an extension of such period in the manner described in
Section 3.16(a); provided, however, that the Special Servicer shall use its best
efforts, consistent with the Servicing Standard, to sell any REO Property prior
to three years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee and the Servicer not
less than three Business Days' prior written notice of its intention to sell any
REO Property. No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Trustee, if the highest bidder is the Special
Servicer or an Affiliate thereof. In determining whether any bid received from
the Special Servicer or an Affiliate thereof represents a fair price for any REO
Property, the Special Servicer and the Trustee may conclusively rely on the
opinion of an Appraiser retained at the expense of the Trust Fund by (i) the
Trustee, if the highest bidder is the Special Servicer or an Affiliate thereof
or (ii) the Special Servicer, in any other case. In determining whether any bid
constitutes a fair price for any REO Property, such Appraiser shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected REO Loan, the occupancy level and
physical condition of the REO Property, the state of the local economy and the
obligation to dispose of any REO Property within the time period specified in
Section 3.16(a). The Purchase Price for any REO Property shall in all cases be
deemed a fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the collection of all amounts payable in connection therewith. Any sale of any
REO Property shall be final and without recourse to the Trustee or the Trust
Fund, except, in the case of the Trust Fund, as shall be customary in deeds of
real property, and if such sale is consummated in accordance with the terms of
this Agreement, neither the Special Servicer nor the Trustee shall have any
liability to any Certificateholder with respect to the purchase price therefor
accepted by the Special Servicer or the Trustee.

            Section 3.19 Additional Obligations of the Servicer and Special
Servicer; Inspections; Appraisals.

            (a) The Servicer (or, with respect to each Specially Serviced Loan
and REO Property and each Loan described in Section 3.19(d) below, the Special
Servicer) shall physically inspect or cause to be physically inspected (which
inspection may be conducted by an independent third party contractor), at its
own expense, each Mortgaged Property with respect to each Loan it services at
such times and in such manner as are consistent with the Servicing Standard, but
in any event shall inspect each Mortgaged Property (A) with a Stated Principal
Balance equal to or greater than $2,500,000 or which constitutes at least 2.0%
of the then-current aggregate principal balance of the Loans at least once every
12 months and (B) with a Stated Principal Balance of less than $2,500,000 and
which does not constitute at least 2.0% of the then-current aggregate principal
balance of the Loans, at least once every 24 months, in each case commencing in
August 2002 (or at such lesser frequency as each Rating Agency shall have
confirmed in writing to the Servicer, will not result a downgrade, qualification
or withdrawal of the then-current ratings assigned to any Class of the
Certificates) and (C) if the Loan becomes a Specially Serviced Loan, as soon as
practicable and thereafter at least once every 12 months for so long as such
condition exists. The Servicer or Special Servicer, as applicable, shall send
(i) to S&P, within 20 days of completion, each inspection report and (ii) to
Fitch within 20 days of completion, each inspection report for Significant
Loans.

            (b) [Reserved].

            (c) With respect to each Loan that allows the Special Servicer (on
behalf of the Trust Fund) to terminate, or cause the related Borrower to
terminate, the related Manager upon the occurrence of certain events specified
in such Loan, the Special Servicer may enforce the Trustee's rights with respect
to the Manager under the related Loan and Management Agreement, provided, that,
if such right accrues under the related Loan or Management Agreement only
because of the occurrence of the related Anticipated Repayment Date, if any, the
Special Servicer may in its sole discretion, in accordance with the Servicing
Standard, waive such right with respect to such date. If the Special Servicer is
entitled to terminate the Manager, the Special Servicer shall promptly give
notice to the Directing Certificateholder and each Rating Agency. In accordance
with the Servicing Standard, the Special Servicer shall cause the Borrower to
terminate the Manager, and to recommend a Successor Manager (meeting the
requirements set forth below) only if the Special Servicer determines in its
reasonable discretion that such termination is not likely to result in
successful litigation against the Trust Fund by such Manager or the related
Borrower, or create a defense to the enforcement of remedies under such Loan.

            The Special Servicer shall effect such termination only if the
Special Servicer has, in the case of any Specially Serviced Loan that is a
Significant Loan, received a written confirmation from each of the Rating
Agencies, that the appointment of such Successor Manager would not cause such
Rating Agency to withdraw, downgrade or qualify any of the then-current ratings
on the Certificates. If a Manager is otherwise terminated or resigns under the
related Loan or Management Agreement and the related Borrower does not appoint a
Successor Manager, the Special Servicer shall use its best efforts to retain a
Successor Manager (or the recommended Successor Manager, if any) on terms
substantially similar to the Management Agreement or, failing that, on terms as
favorable to the Trust Fund as can reasonably be obtained by the Special
Servicer. For the purposes of this paragraph, a "Successor Manager" shall be a
professional management corporation or business entity reasonably acceptable to
the Special Servicer which (i) manages, and is experienced in managing, other
comparable commercial and/or multifamily properties, (ii) will not result in a
downgrade, qualification or withdrawal of the then-current ratings assigned to
the Certificates by each Rating Agency, as confirmed by such Rating Agency in
writing (if required pursuant to the first sentence of this paragraph), and
(iii) otherwise satisfies any criteria set forth in the Mortgage and related
documents.

            (d) The Special Servicer shall be required to obtain any Appraisal
required in connection with an Appraisal Reduction Event or perform an internal
valuation within 60 days after the occurrence of such Appraisal Reduction Event
(provided that in no event shall the period to receive such Appraisal exceed 120
days from the occurrence of the event that, with the passage of time, would
become such Appraisal Reduction Event). Upon receipt, the Special Servicer shall
send a copy of such Appraisal or internal valuation to the Certificate Owners of
the Controlling Class; provided, however, that as to each such Appraisal or
internal valuation, if beneficial ownership of the Controlling Class resides in
more than one Certificate Owner, the Special Servicer shall be responsible only
for the expense of providing the first such copy thereof and shall be entitled
to reimbursement from the Trust Fund for the expense of any additional copies so
provided. If neither a required Appraisal is received, nor an internal valuation
completed, by such date, or if, with respect to any Loan with a Stated Principal
Balance of $2,000,000 or less, the Special Servicer has elected not to obtain an
Appraisal or perform an internal valuation, the Appraisal Reduction for such
Loan shall be conclusively established to be 25% of the Stated Principal Balance
of such Loan as of the date of the related Appraisal Reduction Event. On the
first Determination Date occurring on or after the delivery of such Appraisal or
the completion of such internal valuation, and on each Determination Date
thereafter, the Special Servicer shall calculate and report to the Servicer, and
the Servicer shall report to the Trustee, the Appraisal Reduction taking into
account such Appraisal or internal valuation. The Servicer shall verify the
accuracy of the mathematical computation of the Appraisal Reduction by the
Special Servicer and that the amounts used therein are consistent with the
Servicer's records. Subject to this preceding sentence, the Servicer may
conclusively rely on any report by the Special Servicer of an Appraisal
Reduction.

            (e) With respect to each Loan as to which an Appraisal Reduction
Event has occurred (unless such Loan has become a Corrected Loan and has
remained current for twelve consecutive Monthly Payments for such purposes,
taking into account any amendment or modification of such Loan) and with respect
to which no other Appraisal Reduction Event has occurred and is continuing, the
Special Servicer shall, within 30 days of each annual anniversary of such
Appraisal Reduction Event, order an Appraisal (which may be an update of a prior
Appraisal), or with respect to any Loan with an outstanding principal balance
less than $2,000,000, perform an internal valuation or obtain an Appraisal
(which may be an update of a prior Appraisal), the cost of which shall be paid
by the Servicer as a Servicing Advance. Upon receipt, the Special Servicer shall
send a copy of such Appraisal to the Certificate Owners of the Controlling
Class; provided, however, that as to each such Appraisal, if beneficial
ownership of the Controlling Class resides in more than one Certificate Owner,
the Special Servicer shall be responsible only for the expense of providing the
first such copy thereof and shall be entitled to reimbursement from the Trust
Fund for the expense of any additional copies so provided. Such Appraisal or
internal valuation or percentage calculation of the Appraisal Reduction
described in the preceding paragraph, as the case may be, shall be used to
determine the amount of the Appraisal Reduction with respect to such Loan for
each Determination Date until the next Appraisal is required pursuant to this
Section 3.19(e), and such redetermined Appraisal Reduction shall replace the
prior Appraisal Reduction with respect to such Loan. Notwithstanding the
foregoing, the Special Servicer will not be required to obtain an Appraisal or
perform an internal valuation, as the case may be, with respect to a Loan which
is the subject of an Appraisal Reduction Event if the Special Servicer has
obtained an Appraisal with respect to the related Mortgaged Property within the
12-month period immediately prior to the occurrence of such Appraisal Reduction
Event, unless the Special Servicer, in the exercise of its reasonable judgment,
has reason to believe there has been a material adverse change in the value of
the related Mortgaged Property. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction with respect to such Loan.

            With respect to each Loan as to which an Appraisal Reduction Event
has occurred and which has become a Corrected Loan and has remained current for
twelve consecutive Monthly Payments, taking into account any amendment or
modification of such Loan, and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, the Special Servicer may within
30 days after the date of such twelfth Monthly Payment, order an Appraisal
(which may be an update of a prior Appraisal), or with respect to any Loan with
an outstanding principal balance less than $2,000,000, perform an internal
valuation or obtain an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Servicer as a Servicing Advance. Based
upon such Appraisal or internal valuation, the Special Servicer shall
redetermine and report to the Trustee and the Servicer the amount of the
Appraisal Reduction with respect to such Loan and such redetermined Appraisal
Reduction shall replace the prior Appraisal Reduction with respect to such Loan.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Subject to the provisions of this Section 3.20, the Servicer and
the Special Servicer may, on behalf of the Trustee, agree to any modification,
waiver or amendment of any term of any Loan without the consent of the Trustee
or any Certificateholder.

            (i) For any Loan, other than a Specially Serviced Loan, and subject
      to the rights of the Special Servicer set forth below, the Servicer shall
      be responsible subject to the other requirements of this Agreement with
      respect thereto, for any request by a Borrower for the consent of the
      mortgagee or a modification, waiver or amendment of any term thereof,
      provided that such consent or modification, waiver or amendment would not
      affect the amount or timing of any of the payment terms of such Loan,
      result in the release of the related Borrower from any material term
      thereunder, waive any rights thereunder with respect to any guarantor
      thereof or relate to the release or substitution of any material
      collateral for such Loan. To the extent consistent with the foregoing, the
      Servicer shall be responsible for the following:

                  (A) Approving routine leasing activity with respect to leases
            for less than the lesser of (a) 30,000 square feet and (b) 20% of
            the related Mortgaged Property;

                  (B) Approving annual budgets for the related Mortgaged
            Property, provided that no such budget (1) relates to a fiscal year
            in which an Anticipated Repayment Date occurs, (2) provides for the
            payment of operating expenses in an amount equal to more than 110%
            of the amounts budgeted therefor for the prior year or (3) provides
            for the payment of any material expenses to any affiliate of the
            Borrower (other than the payment of a management fee to any property
            manager if such management fee is no more than the management fee in
            effect on the Cut-off Date);

                  (C) Waiving any provision of a Loan requiring the receipt of a
            rating confirmation if such Loan is not a Significant Loan and the
            related provision of such Loan does not relate to a "due-on-sale" or
            "due-on-encumbrance" clause (which shall be subject to the terms of
            Section 3.08 hereof); and

                  (D) Subject to other restrictions herein regarding Principal
            Prepayments, waiving any provision of a Loan requiring a specified
            number of days notice prior to a Principal Prepayment;

      provided, however, that if in the reasonable judgment of the Servicer any
      request by a Borrower for consent of the Mortgagee or any modification,
      waiver or amendment is not included within the scope of this clause (i),
      the Special Servicer shall be responsible for such request in accordance
      with clause (ii) below.

            (ii) The Special Servicer shall be responsible for any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Loan for which the Servicer is not
      responsible, as provided above, or if such consent, request, modification,
      waiver or amendment relates to a Loan that is on the most recent Servicer
      Watch List, has a Debt Service Coverage Ratio (based on the most recently
      received financial statements and calculated on a trailing twelve month
      basis) less than the greater of 1.1x or 20% less than the Debt Service
      Coverage Ratio as of the Cut-off Date or with respect to which an event of
      default has occurred in the preceding 12 months.

            (b) All modifications, waivers or amendments of any Loan shall be
(i) in writing and (ii) effected in accordance with the Servicing Standard.

            (c) Neither the Servicer nor the Special Servicer, on behalf of the
Trustee, shall agree or consent to any modification, waiver or amendment of any
term of any Loan that is not a Specially Serviced Loan if such modification,
waiver or amendment would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Yield Maintenance Charges, but
      excluding Penalty Interest and other amounts payable as additional
      servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or permit a Principal Prepayment during any period in
      which the related Note prohibits Principal Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(e), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the Servicer and the
      Special Servicer, as applicable, may conclusively rely) of the property to
      be released; or

            (iv) in the judgment of the Servicer or Special Servicer, as
      applicable, otherwise materially impair the security for such Loan or
      reduce the likelihood of timely payment of amounts due thereon;

provided, that unless the Loan is in default or default is reasonably
foreseeable, the Special Servicer (or, if applicable, the Servicer) has
determined (and may rely upon an Opinion of Counsel in making such
determination) that the modification, waiver or amendment will not be a
"significant modification" of the Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and provided, further, the Servicer or the
Special Servicer, as applicable, may agree to any such modification, waiver or
amendment only if, in the Servicer's or Special Servicer's, as applicable,
reasonable judgment, a material default on such Loan has occurred or is
reasonably foreseeable, and such modification, waiver or amendment is reasonably
likely to produce a greater recovery to Certificateholders on a net present
value basis.

            (d) Notwithstanding Sections 3.20(b)(i), 3.20(c)(i) and 3.20(c)(ii),
but subject to Section 3.20(e), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Loan by forgiving principal, accrued interest
and/or any Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Loan, including by way of a reduction in the
related Mortgage Rate, (iii) forbear in the enforcement of any right granted
under any Note or Mortgage relating to a Specially Serviced Loan, (iv) waive
Excess Interest if such waiver conforms to the Servicing Standard and/or (v)
accept a Principal Prepayment during any Lockout Period; provided that the
related Borrower is in default with respect to the Specially Serviced Loan or,
in the judgment of the Special Servicer, such default is reasonably foreseeable.

            (e) Neither the Servicer nor the Special Servicer shall consent to,
make or permit (i) any modification with respect to any Loan that would change
the Mortgage Rate, reduce or increase the principal balance (except for
reductions resulting from actual payments of principal) or change the final
Maturity Date of such Loan unless both (A) the related Borrower is in default
with respect to the Loan or, in the judgment of the Special Servicer, such
default is reasonably foreseeable and (B) in the sole good faith judgment of the
Special Servicer and in accordance with the Servicing Standard, such
modification would increase the recovery on the Loan to Certificateholders on a
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Mortgage
Rate) or (ii) any modification, waiver or amendment of any term of any Loan that
would either (A) unless there shall exist a default with respect to the Loan (or
unless the Special Servicer determines that a default is reasonably
foreseeable), constitute a "significant modification" under Treasury Regulations
Section 1.860G-2(b) or (B) cause any Trust REMIC to fail to qualify as a REMIC
under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions.

            Notwithstanding the foregoing, the Special Servicer shall not extend
the date on which any Balloon Payment is scheduled to be due unless (x) the
Special Servicer has obtained an Appraisal of the related Mortgaged Property
(or, with respect to any related Loan with an outstanding principal balance less
than $2,000,000, has performed an internal valuation) in connection with such
extension, which Appraisal or internal valuation supports the determination of
the Special Servicer contemplated by clause (i)(B) of the immediately preceding
paragraph or (y) the related Loan has not been in default at any time during the
twelve-month period preceding the Maturity Date of such Loan, in which case the
Special Servicer, on one occasion only, may extend the date on which such
Balloon Payment is due to a date not more than 60 days after such Maturity Date.

            The determination of the Special Servicer contemplated by clause
(i)(B) of the first paragraph of this Section 3.20(e) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Servicer
and describing in reasonable detail the basis for the Special Servicer's
determination and the considerations of the Special Servicer forming the basis
of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal of the related Loan or Mortgaged Property, the cost of
which Appraisal shall be advanced by the Servicer as a Servicing Advance).

            (f) In no event shall the Special Servicer (i) extend the Maturity
Date of a Loan beyond a date that is three years prior to the Rated Final
Distribution Date; (ii) extend the Maturity Date of any Loan at an interest rate
less than the lower of (a) the interest rate in effect prior to such extension
or (b) the then prevailing interest rate for comparable loans, as determined by
the Special Servicer by reference to available indices for commercial mortgage
lending; (iii) if the Loan is secured by a ground lease, extend the Maturity
Date of such Loan beyond a date which is 10 years prior to the expiration of the
term of such ground lease; or (iv) defer interest due on any Loan in excess of
5% of the Stated Principal Balance of such Loan; provided that with respect to
clause (iii) above, the Special Servicer gives due consideration to the term of
such ground lease prior to any extension beyond a date 20 years prior to the
expiration of the term of such ground lease.

            (g) Neither the Servicer nor the Special Servicer may permit or
modify a Loan to permit a voluntary Principal Prepayment of a Loan (other than a
Specially Serviced Loan) on any day other than its Due Date, (i) unless the
Servicer or Special Servicer also collects interest thereon through the Due Date
following the date of such Principal Prepayment, (ii) unless otherwise permitted
under the related Loan Documents or (iii) unless such Principal Prepayment would
not result in a Prepayment Interest Shortfall.

            (h) The Servicer and the Special Servicer may, as a condition to
granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Loan and is permitted by the terms of this Agreement, require that such
Borrower pay to it (i) as additional servicing compensation, a reasonable or
customary fee for the additional services performed in connection with such
request, and (ii) any related costs and expenses incurred by it. In no event
shall the Special Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Borrower.

            (i) The Special Servicer shall notify the Servicer, any related
Sub-Servicers and the Trustee, in writing, of any modification, waiver or
amendment of any term of any Loan (including fees charged the Borrower) and the
date thereof, and shall deliver to the Trustee (with a copy to the Servicer) for
deposit in the related Mortgage File, an original counterpart of the agreement
relating to such modification, waiver or amendment, promptly (and in any event
within ten Business Days) following the execution thereof. The Servicer or
Special Servicer, as applicable, shall notify the Rating Agencies of any
modification, waiver or amendment of any term of any Loan. Copies of each
agreement whereby any such modification, waiver or amendment of any term of any
Loan is effected shall be made available for review upon prior request during
normal business hours at the offices of the Servicer or Special Servicer, as
applicable, pursuant to Section 3.15 hereof.

            (j) With respect to each Borrower that has been established as a
"bankruptcy-remote entity," the Servicer shall not consent to (x) the amendment
by such Borrower of its organizational documents or (y) any action that would
violate any covenant of such Borrower relating to its status as a separate or
bankruptcy-remote entity. The Servicer shall promptly forward to the Special
Servicer any request received by the Servicer from a Borrower for any such
consent. If a Borrower has been established as a "bankruptcy-remote entity," the
Special Servicer shall not consent to (x) the amendment by such Borrower of its
organizational documents or (y) any action that would violate any covenant of
such Borrower relating to its status as a separate or bankruptcy-remote entity
unless (A) with respect to a Borrower under any Loan, the Special Servicer has
obtained written confirmation from S&P that such amendment or action would not
result in a downgrade or withdrawal of any rating on a Class of Certificates
rated by S&P and (B) with respect to a Borrower under any Significant Loan, the
Special Servicer has obtained written confirmation from Fitch that such
amendment or action would not result in a downgrade, withdrawal or qualification
of any rating on a Class of Certificates rated by such Rating Agency.

            Section 3.21 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Loan, the Servicer shall immediately give notice thereof to
the Special Servicer, the Trustee and each Rating Agency, shall deliver copies
of the related Mortgage File and Credit File to the Special Servicer and the
Directing Certificateholder and shall use its reasonable efforts to provide the
Special Servicer with all information, documents and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to such Loan that are in the possession of the Servicer or available to the
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Servicer shall use its reasonable efforts to comply with the
preceding sentence within five Business Days of the occurrence of each related
Servicing Transfer Event and in any event shall continue to act as Servicer and
administrator of such Loan until the Special Servicer has commenced the
servicing of such Loan. The Trustee shall deliver to the Underwriters, the
Initial Purchasers and each Holder of a Certificate of the Controlling Class, a
copy of the notice of such Servicing Transfer Event provided by the Servicer to
the Special Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Loan (other than an REO
Loan) has become a Corrected Loan (provided no additional Servicing Transfer
Event is foreseeable in the reasonable judgment of the Special Servicer) and
that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof and shall return the
related Mortgage File and Credit File to the Servicer and, upon giving such
notice and returning such Mortgage File and Credit File to the Servicer, the
Special Servicer's obligation to service such Corrected Loan shall terminate and
the obligations of the Servicer to service and administer such Loan shall
re-commence.

            (b) In servicing any Specially Serviced Loan, the Special Servicer
will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Servicer), and provide the Servicer with
copies of any additional related Loan information including correspondence with
the related Borrower.

            (c) No later than the fourth Business Day prior to each
Determination Date, by 4:00 p.m. New York City time, the Special Servicer shall
deliver to the Servicer a statement, both written and in computer readable
format reasonably acceptable to the Servicer and the Special Servicer (upon
which the Servicer may conclusively rely) describing, on a loan-by-loan and
property-by-property basis, (1) the information described in clause (vii) of
Section 4.02(a) with respect to each Specially Serviced Loan and the information
described in clause (viii) of Section 4.02(a) with respect to each REO Property,
(2) the amount of all payments, Insurance and Condemnation Proceeds and
Liquidation Proceeds received with respect to each Specially Serviced Loan
during the related Due Period, and the amount of all REO Revenues, Insurance and
Condemnation Proceeds and Liquidation Proceeds received with respect to each REO
Property during the related Due Period, (3) the amount, purpose and date of all
Servicing Advances made by the Servicer with respect to each Specially Serviced
Loan and REO Property during the related Due Period, (4) the information
described in clauses (v), (vii), (viii), (xi), (xvi) and (xvii) of Section
4.02(a) and (5) such additional information or data relating to the Specially
Serviced Loan and REO Properties as the Servicer reasonably requests to enable
it to perform its responsibilities under this Agreement which is in the Special
Servicer's possession or is reasonably obtainable by the Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), the
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans and REO Properties and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement.

            (e) No later than 30 days after a Servicing Transfer Event for a
Loan, the Special Servicer shall deliver to each Rating Agency, the Servicer and
the Directing Certificateholder a report (the "Asset Status Report") with
respect to such Loan and the related Mortgaged Property. Such Asset Status
Report shall set forth the following information to the extent reasonably
determinable:

            (i) summary of the status of such Specially Serviced Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Loan and whether outside legal counsel has been retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) summary of the Special Servicer's recommended action with
      respect to such Specially Serviced Loan; and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            If within ten Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Loan Documents. If the Directing Certificateholder disapproves such
Asset Status Report, the Special Servicer shall revise such Asset Status Report
and deliver to the Directing Certificateholder, the Rating Agencies and the
Servicer a new Asset Status Report as soon as practicable, but in no event later
than 30 days after such disapproval.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(e) until the earlier of (a) the failure of
the Directing Certificateholder to disapprove such revised Asset Status Report
in writing within 10 Business Days of receiving such revised Asset Status
Report; (b) a determination by the Special Servicer as set forth below or (c)
the passage of 60 days from the date of preparation of the first Asset Status
Report. The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report before
the expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and it has made a
reasonable effort to contact the Directing Certificateholder and (ii) in any
case, shall determine whether any affirmative disapproval by the Directing
Certificateholder described in this paragraph is not in the best interest of all
the Certificateholders pursuant to the Servicing Standard.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and take such actions consistent with
the Servicing Standard and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the
Servicing Standard.

            No direction of the Directing Certificateholder shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of each Trust REMIC, or (b) result in the imposition
of a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) expose the Servicer, the Special Servicer, the Depositor,
either of the Mortgage Loan Sellers, the Trust Fund, the Trustee or their
Affiliates, officers, directors, employees or agents to any claim, suit or
liability, or (d) materially expand the scope of the Special Servicer's or the
Servicer's responsibilities under this Agreement; and the Special Servicer will
neither follow any such direction if given by the Directing Certificateholder
nor initiate any such actions.

            (f) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Loan or the related Borrower, (ii) the
existence of a material non-payment default or (iii) the request by a Borrower
for the amendment or modification of a Loan required to be handled by the
Special Servicer, the Servicer shall promptly give notice thereof, and shall
deliver copies of the related Mortgage File and Credit File to the Special
Servicer and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Borrower and prepare
for any such proceedings. The Servicer shall use its reasonable efforts to
comply with the preceding sentence within 5 Business Days of the occurrence of
each such event, and upon receiving such documents and information, the Special
Servicer shall use its reasonable efforts to cause the related Borrower to cure
any default and/or remedy any such event, work out or modify the Loan consistent
with the terms of this Agreement, and/or prepare for such proceedings.
Notwithstanding the foregoing, the occurrence of any of the above-referenced
events shall not in and of itself be considered a Servicing Transfer Event.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its respective obligations under Articles III and IV hereof; provided
that the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement; (ii) except with respect to the Primary
Servicing Agreements, provides that if the Servicer or the Special Servicer
shall for any reason no longer act in such capacity hereunder (including,
without limitation, by reason of an Event of Default), the Trustee or its
designee shall thereupon assume or may elect not to assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Servicer or Special Servicer, as applicable under such
agreement, or, alternatively, may act in accordance with Section 7.02 hereof
under the circumstances described therein; (iii) provides that the Trustee for
the benefit of the Certificateholders shall be a third-party beneficiary under
such Sub-Servicing Agreement, but that (except to the extent the Trustee or its
designee assumes the obligations of the Servicer or the Special Servicer, as
applicable, thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust Fund, the Trustee, any successor Servicer, Special Servicer or
any Certificateholder shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) except with respect to the Primary
Servicing Agreements, permits any purchaser of a Loan or the Trustee pursuant to
this Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Loan at its option and without penalty; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust Fund; (vi) does not permit the Sub-Servicer to foreclose on
the related Mortgaged Property or consent to the modification of any Loan
without the prior consent of the Servicer or Special Servicer, as applicable;
(vii) provides that the Sub-Servicer shall act in accordance with the Servicing
Standard; and (viii) provides that in the event of an act or failure to act by
the Sub-Servicer that causes the Servicer to be in default of its obligations
under this Agreement, the Sub-Servicer shall be in default of its obligations
under such Sub-Servicing Agreement. Any successor Servicer or Special Servicer
hereunder, upon becoming successor Servicer or Special Servicer, as applicable,
shall have the right to be assigned and shall have the right to assume any
Sub-Servicing Agreements from the predecessor Servicer or Special Servicer, as
applicable. Upon a termination of the Servicer pursuant to this Agreement, the
successor to the Servicer (other than the Trustee or its designee) shall
automatically succeed to the rights and obligations of the prior Servicer under
the Primary Servicing Agreement, subject to the termination rights set forth
therein, it being understood that any such succession by the Trustee or its
designee shall not be automatic but shall be in the discretion of the Trustee or
such designee.

            In addition, each Sub-Servicing Agreement entered into by the
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Loan serviced thereunder at the time such Loan
becomes a Specially Serviced Loan. The Servicer shall deliver to the Trustee
copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. For purposes of this Agreement, the Servicer shall
be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Servicer shall notify the Special Servicer, the
Trustee and the Depositor in writing promptly of the appointment by it of any
Sub-Servicer. The Special Servicer shall notify the Servicer, the Trustee and
the Depositor in writing promptly of the appointment by it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) As part of its servicing activities hereunder, the Servicer or
the Special Servicer, as applicable, for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders
or the Trust Fund) monitor the performance and enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Servicer would require were it the owner
of the Loans. The Servicer or the Special Servicer, as applicable, shall have
the right to remove a Sub-Servicer retained by it in accordance with the terms
of the related Sub-Servicing Agreement upon the events of default and other
termination events specified in the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Servicer and
elects or is required to assume the rights and obligations of the Servicer or
the Special Servicer, as applicable, under any Sub-Servicing Agreement, the
Servicer or the Special Servicer, as applicable, at its expense, shall deliver
to the assuming party all documents and records relating to such Sub-Servicing
Agreement and the Loans then being serviced thereunder and an accounting of
amounts collected and held on behalf of it thereunder, and otherwise use
reasonable efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
each of the Servicer and the Special Servicer represents and warrants that it
shall remain obligated and liable to the Trustee and the Certificateholders for
the performance of its obligations and duties under this Agreement in accordance
with the provisions hereof to the same extent and under the same terms and
conditions as if it alone were servicing and administering the Loans for which
it is responsible, and the Servicer, or the Special Servicer, as applicable,
shall pay the fees of any Sub-Servicer thereunder from its own funds or, with
respect to the Primary Servicers, shall permit each to retain the Primary
Servicing Fees from amounts collected by such Primary Servicer. In no event
shall the Trust Fund bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer's termination under any
Sub-Servicing Agreement..

            Section 3.23 Representations, Warranties and Covenants of the
Servicer.

            (a) The Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor
and the Special Servicer, as of the Closing Date, that:

            (i) The Servicer is a corporation, duly organized, validly existing
      and in good standing under the laws of Delaware, and the Servicer is in
      compliance with the laws of each State in which any Mortgaged Property is
      located to the extent necessary to perform its obligations under this
      Agreement, except where the failure to so qualify or comply would not have
      a material adverse effect on the ability of the Servicer to perform its
      obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Servicer,
      and the performance and compliance with the terms of this Agreement by the
      Servicer, will not (A) violate the Servicer's certificate of incorporation
      and by-laws or (B) constitute a default (or an event which, with notice or
      lapse of time, or both, would constitute a default) under, or result in
      the breach of, any material agreement or other instrument to which it is a
      party or by which it is bound, or (C) result in the violation of any law,
      rule, regulation, order, judgment or decree binding on the Servicer which,
      in the case of either (B) or (C) is likely to materially and adversely
      affect the Servicer's ability to perform hereunder;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Servicer, enforceable against the Servicer in
      accordance with the terms hereof, except as such enforcement may be
      limited by (A) applicable bankruptcy, insolvency, reorganization,
      liquidation, receivership, moratorium and other laws relating to or
      affecting creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (iv) The Servicer is not in violation with respect to any law, any
      order or decree of any court, or any order, regulation or demand of any
      federal, state, municipal or governmental agency, which violations are
      reasonably likely to have consequences that would materially and adversely
      affect the financial condition or operations of the Servicer or its
      properties taken as a whole or are reasonably likely to have consequences
      that would materially and adversely affect its ability to perform its
      duties and obligations hereunder;

            (v) No litigation is pending or, to the best of the Servicer's
      knowledge, threatened against the Servicer which would prohibit the
      Servicer from entering into this Agreement or, in the Servicer's good
      faith and reasonable judgment, is likely to materially and adversely
      affect the ability of the Servicer to perform its obligations under this
      Agreement;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Servicer, or compliance by the Servicer with, this
      Agreement or the consummation of the Servicer's transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has been obtained or will be obtained prior to the actual
      performance by the Servicer of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Servicer to perform its obligations hereunder;

            (vii) The Servicer has full corporate power and authority to enter
      into and perform in accordance with this Agreement, has duly authorized
      the execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement;

            (viii) The Servicer has examined each Sub-Servicing Agreement to
      which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Servicer at a future
      date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Servicer that has
      responsibilities concerning the servicing and administration of Loans is
      covered by errors and omissions insurance and the fidelity bond in the
      amounts and with the coverage required by Section 3.07(c).

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor and the Servicer, as of the Closing Date and as to the Special
Servicer, that:

            (i) The Special Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Florida, and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      charter and by-laws or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject;

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Special Servicer;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer;

            (vii) Each officer, director or employee of the Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of Loans
      is covered by errors and omissions insurance and fidelity bond in the
      amounts and with the coverage required by Section 3.07(c). Neither the
      Special Servicer nor any of its officers, directors or employees that is
      or, following the occurrence of a Servicing Transfer Event, would be
      involved in the servicing or administration of Loans has been refused such
      coverage or insurance;

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has not been obtained or cannot be obtained prior to the
      actual performance by the Special Servicer of its obligations under this
      Agreement, and which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder;

            (ix) The Special Servicing Fee represents reasonable servicing
      compensation; and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above and the covenant set forth in paragraph (b) above shall survive the
execution and delivery of the Agreement.

            Section 3.25 Servicing of the Crystal Pavilion/Petry Building Loan.

            (a) Notwithstanding any of the provisions of Section 4.03 to the
contrary, with respect to any P&I Advance that is made pursuant to Section 4.03
with respect to the Crystal Pavilion/Petry Building Loan, such P&I Advance shall
not exceed the amount due with respect to the Crystal Pavilion/Petry Building
Trust Fund Notes. Furthermore, in connection with making a determination as to
whether any Advance related to the Crystal Pavilion/Petry Building Loan is a
Nonrecoverable Advance, the Servicer may conclusively rely upon any
non-recoverability determination made by the Crystal Pavilion/Petry Building
Servicer.

            (b) To the extent that the Co-Lender Agreement relating to the
Crystal Pavilion/Petry Building Loan requires reimbursement of the Crystal
Pavilion/Petry Building Servicer of any Servicing Advance, the Servicer shall
reimburse such amount as a Servicing Advance hereunder. Notwithstanding any
other provision of this Agreement to the contrary, other than as required by the
preceding sentence, the Servicer shall have no obligation to make any Servicing
Advance with respect to the Crystal Pavilion/Petry Building Loan.

            (c) With respect to any Servicing Advance to be made hereunder with
respect to the Crystal Pavilion/Petry Building Loan, the determination by the
Crystal Pavilion/Petry Building Servicer shall be binding upon the party or
parties required to make such Servicing Advance hereunder, both for determining
whether or not such Servicing Advance should be made and determining how such
Servicing Advance should be reimbursed to such party; provided, however, that
any request for reimbursement by the Crystal Pavilion/Petry Building Servicer
described in Section 3.25(b) shall be deemed at such time to be a determination
that such Servicing Advance is not a Nonrecoverable Advance by the Crystal
Pavilion/Petry Building Servicer and the Servicer shall be entitled to
conclusively rely upon such determination.

            (d) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that (i) the Servicer's obligations and
responsibilities with respect to the Crystal Pavilion/Petry Building Loan are
limited by and subject to the terms of the Crystal Pavilion/Petry Building
Co-Lender Agreement; (ii) pursuant to the Crystal Pavilion/Petry Building
Co-Lender Agreement, the Crystal Pavilion/Petry Building Servicer on behalf of
the "Lead Lender" (as that term is defined in the Crystal Pavilion/Petry
Building Co-Lender Agreement) is solely responsible for the servicing and
administration of the Crystal Pavilion/Petry Building Loan, including the
Crystal Pavilion/Petry Building Trust Fund Notes; and (iii) except to the extent
necessary to monitor the obligations of the "Lead Lender" (as that term is
defined in the Crystal Pavilion/Petry Building Co-Lender Agreement) pursuant to
the Crystal Pavilion/Petry Building Co-Lender Agreement, the Servicer shall have
no obligation to monitor, and in no event shall the Servicer be responsible for,
the actions or any failure to act of the Crystal Pavilion/Petry Building
Servicer or the Crystal Pavilion/Petry Building Special Servicer.

            (e) The obligation of the Servicer or the Special Servicer to
provide information to the Trustee, the Certificateholders and the Rating
Agencies with respect to the Crystal Pavilion/Petry Building Loan or the related
Mortgaged Property is dependent on the Servicer or the Special Servicer, as
applicable, receiving the corresponding information from the Crystal
Pavilion/Petry Building Servicer or Crystal Pavilion/Petry Building Special
Servicer, as applicable.

            (f) From time to time upon request of the Crystal Pavilion/Petry
Building Servicer, the Crystal Pavilion/Petry Building Special Servicer, and
delivery to the Trustee of a Request for Release, the Trustee shall release the
related original Note to such servicer. Upon receipt of (a) such Note by the
Trustee from such servicer or (b) in the event of a liquidation or conversion of
the related Loan into an REO Property, a certificate of an officer of such
servicer stating that such Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Collection Account or Distribution Account have been so
deposited, or that such Loan has become an REO Property, the Trustee shall
return the Request for Release to such servicer.

            Section 3.26 Limitation on Liability of the Directing
Certificateholder.

            By its acceptance of a Certificate, each Certificateholder confirms
its understanding that the Directing Certificateholder may take actions that
favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Directing Certificateholder may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder, agrees to take no action against the Directing
Certificateholder as a result of such a special relationship or conflict.

            Section 3.27 Reports to the Securities and Exchange Commission;
Available Information.

            (a) The Trustee shall prepare for filing, and execute, on behalf of
the Trust Fund, and file with the Securities and Exchange Commission, (i) each
Statement to Certificateholders on Form 8-K within 15 days after each
Distribution Date in each month, (ii) before the 90th day of each Calendar Year,
beginning March 31, 2002, a Form 10-K and (iii) any and all reports, statements
and information respecting the Trust Fund and/or the certificates required to be
filed on behalf of the Trust Fund under the Exchange Act as the Trustee may be
directed by the Depositor at the Depositor's expense, until directed in writing
by the Depositor to discontinue such filings; provided that any such additional
information referred to in clause (iii) above shall be delivered to the Trustee
in the format required for electronic filing via the EDGAR system. For any
filings pursuant to the previous sentence that occur after the first anniversary
of the Closing Date, the Trustee shall receive a fee agreed upon by the Trustee
and the Depositor in a separate fee agreement. Upon such filing with the
Securities and Exchange Commission, the Trustee shall promptly deliver to the
Depositor and the Servicer a copy of any such executed report, statement or
information. The Depositor shall promptly file, and exercise its reasonable best
efforts to obtain a favorable response to, no-action requests to, or requests
for other appropriate exemptive relief from, the Securities and Exchange
Commission regarding the usual and customary exemption from certain reporting
requirements granted to issuers of securities similar to the Certificates.

            (b) The Servicer may, in accordance with such reasonable rules and
procedures as it may adopt, also make available through its Website or
otherwise, any additional information relating to the Loans, the Mortgaged
Properties or the Borrowers, for review by the Depositor, the Rating Agencies
and any other Persons to whom the Servicer believes such disclosure is
appropriate, in each case except to the extent doing so is prohibited by
applicable law or by the related Loan.

            (c) The Servicer and the Special Servicer shall make the following
items available at their respective offices during normal business hours, or
shall send such items to any requesting party at the expense of such requesting
party (other than the Rating Agencies, the Depositor and the Underwriters, and
except as otherwise provided in the last sentence of this paragraph) for review
by the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any
Person identified to the Servicer or the Special Servicer, as applicable, by a
Certificateholder as a prospective transferee of a Certificate and any other
Persons to whom the Servicer or the Special Servicer, as applicable, believes
such disclosure to be appropriate: (i) all financial statements, occupancy
information, rent rolls, retail sales information, average daily room rates and
similar information received by the Servicer or the Special Servicer, as
applicable, from each Borrower, (ii) the inspection reports prepared by or on
behalf of the Servicer or the Special Servicer, as applicable, in connection
with the property inspections pursuant to Section 3.19, (iii) any and all
modifications, waivers and amendments of the terms of a Loan entered into by the
Servicer or the Special Servicer, as applicable and (iv) any and all officer's
certificates and other evidence delivered to the Trustee and the Depositor to
support the Servicer's determination that any Advance was, or if made would be,
a Nonrecoverable Advance. Copies of any and all of the foregoing items shall be
available from the Servicer or the Special Servicer, as applicable, or the
Trustee, upon request. Copies of all such information shall be delivered by the
Servicer or the Special Servicer, as applicable, upon request, not more
frequently than quarterly to the Certificate Owners of the Controlling Class (as
identified by the related Depository Participant and for so long as such Class
remains outstanding) at the address specified by such Certificate Owners;
provided, however, that if beneficial ownership of the Controlling Class resides
in more than one Certificate Owner, the Servicer or the Special Servicer, as
applicable, shall be responsible only for the expense of providing the first
such copy of such information and shall be entitled to reimbursement from the
Trust Fund for the expense of any additional copies so provided.

            (d) Notwithstanding the obligations of the Servicer set forth in the
preceding provisions of this Section 3.28, the Servicer may withhold any
information not yet included in a Form 8-K filed with the Commission or
otherwise made publicly available with respect to which the Trustee or the
Servicer has determined that such withholding is appropriate.

            (e) Notwithstanding any provisions in this Agreement to the
contrary, the Trustee shall not be required to review the content of any
Exchange Act Report for compliance with applicable securities laws or
regulations, completeness, accuracy or otherwise, and the Trustee shall have no
liability with respect to any Exchange Act Report filed with the Commission or
delivered to Certificateholders. None of the Servicer, the Special Servicer and
the Trustee shall be responsible for the accuracy or completeness of any
information supplied by a Borrower or a third party for inclusion in any Form
8-K, and each of the Servicer, the Special Servicer and the Trustee and their
respective Affiliates, agents, directors, officers and employees shall be
indemnified and held harmless by the Trust Fund against any loss, liability or
expense incurred in connection with any legal action relating to any statement
or omission or alleged statement or omission therein. None of the Trustee, the
Special Servicer and the Servicer shall have any responsibility or liability
with respect to any Exchange Act Report filed by the Depositor, and each of the
Servicer, the Special Servicer and the Trustee and their respective Affiliates,
agents, directors, officers and employees shall be indemnified and held harmless
by the Trust Fund against any loss, liability or expense incurred in connection
with any legal action relating to any statement or omission or alleged statement
or omission therein.

            (f) Notwithstanding anything to the contrary herein, as a condition
to the Servicer or Special Servicer making any report or information available
upon request to any Person other than the parties hereto, the Servicer and
Special Servicer may require that the recipient of such information acknowledge
that the Servicer and Special Servicer may contemporaneously provide such
information to the Depositor, the Trustee, the Initial Purchaser, any
Underwriter, any Rating Agency and/or Certificateholders or Certificate Owners.
Each of the Servicer and the Special Servicer shall condition such disclosure
upon the recipient entering into a reasonable and customary confidentiality
agreement reasonably acceptable to such servicer regarding such disclosure to
it. In addition, any transmittal of information by the Servicer or Special
Servicer to any Person other than the Trustee, the Rating Agencies or the
Depositor may be accompanied by a letter from the Servicer or Special Servicer
containing the following provision:

            By receiving the information set forth herein, you hereby
acknowledge and agree that the United States securities laws restrict any person
who possesses material, non-public information regarding the Trust which issued
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2001-CP4 from purchasing or selling such
Certificates in circumstances where the other party to the transaction is not
also in possession of such information. You also acknowledge and agree that such
information is being provided to you for the purposes of, and such information
may be used only in connection with, evaluation by you or another
Certificateholder, Certificate Owner or prospective purchaser of such
Certificates or beneficial interest therein.

            The Servicer and the Special Servicer may, at its discretion, make
available by hard copy, electronic media, internet website and bulletin board
service certain information and may make available by hard copy, electronic
media, internet website or bulletin board service any reports or information
required by this Agreement that the Servicer or the Special Servicer is required
to provide to the Trustee, any of the Rating Agencies, the Depositor and anyone
the Depositor reasonably designates.

            Section 3.28 Lock-Box Accounts and Servicing Accounts.

            (a) The Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if
any. Each Lock-Box Account, Cash Collateral Account and Servicing Account shall
be an Eligible Account, except to the extent provided in the related Loan
Documents.

            (b) For any Loan that provides that a Lock-Box Account will be
established upon the occurrence of certain events specified in the related Loan
Documents, the Servicer shall establish on behalf of the Trust such Lock-Box
Account upon the occurrence of such events unless the Servicer determines, in
accordance with the Servicing Standard, that such Lock-Box Account should not be
established. Notwithstanding the foregoing, the Servicer shall establish a
Lock-Box Account for each ARD Loan no later than its Anticipated Repayment Date.

            (c) With respect to each Loan requiring the establishment of a
Lock-Box Account, the Servicer, upon receipt of the annual financial statements
of each Borrower, shall compare the gross revenue for the related Mortgaged
Property, as set forth in such financial statements, with the history of the
related Borrower's deposits (on an annual basis) into such Lock-Box Account and
shall report any discrepancies over 10% to the Special Servicer.

            (d) Within 60 days after a Servicing Account has been established on
behalf of a Borrower pursuant to the terms of the related Mortgage, the Servicer
(in accordance with the Uniform Commercial Code) shall notify the financial
institution maintaining such account of the Trustee's security interest in the
funds in such account in those jurisdictions where required in order to perfect
or maintain perfection of the related security interest.

            Section 3.29 Interest Reserve Account.

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account on behalf of the Lower-Tier REMIC. The
Trustee shall give notice to the Servicer, the Special Servicer and the
Depositor of the location of the Interest Reserve Account and, prior to any
change thereof, any new location of the Interest Reserve Account. On each
Distribution Date ending in any February and on any Distribution Date ending in
any January which occurs in a year which is not a leap year, the Trustee shall
deposit into the Interest Reserve Account in respect of each Loan (in the case
of the Loan REMIC Loans, in respect of the related Loan REMIC Regular Interests)
(but not the Landmark Non-Pooled Portion) an amount withheld from the related
Monthly Payment or Advance equal to one day's interest on the Stated Principal
Balance of such Loan (or Loan REMIC Regular Interest) as of the Distribution
Date occurring in the month preceding the month in which the Distribution Date
occurs at the related Net Mortgage Rate, to the extent a full Monthly Payment or
P&I Advance is made in respect thereof (all amounts so deposited in any January
and, in the case of a leap year, in any February, "Withheld Amounts").

            (b) On each Distribution Date occurring in March, the Trustee shall
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding December and January Interest Accrual Periods, if
any, and deposit such amount (excluding any net investment income thereon) into
the Lower-Tier Distribution Account.

            Section 3.30 Limitations on and Authorizations of the Servicer and
Special Servicer with Respect to Certain Loans.

            (a) Prior to taking any action with respect to a Loan secured by any
Mortgaged Properties located in a "one-action" state, the Special Servicer shall
consult with legal counsel, the fees and expenses of which shall be a Servicing
Advance.

            (b) With respect to any Loan which permits the related Borrower,
with the consent or grant of a waiver by the mortgagee, to incur additional
indebtedness (other than as provided in Section 3.08(g)) or to amend or modify
the related Borrower's organizational documents, the Special Servicer may
consent (subject, without limitation, to Section 3.20(e) hereof) to either such
action, or grant a waiver with respect thereto, only if the Special Servicer
determines that such consent or grant of waiver is likely to result in a greater
recovery on a present value basis (discounted at the related Mortgage Rate) than
the withholding of such consent or grant of waiver, and the Special Servicer
first obtains written confirmation from each Rating Agency that such consent or
grant of waiver would not, in and of itself, result in a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to the
Certificates. The Servicer shall not be entitled or required to consent to, or
grant a waiver with respect to, either action, except in accordance with Section
3.08(g) hereof.

            (c) With respect to any ARD Loan, so long as no event of default
beyond applicable notice and grace periods has occurred and is continuing, the
Servicer and the Special Servicer shall not take any enforcement action with
respect to the payment of Excess Interest or principal in excess of the
principal component of the constant Monthly Payment, other than requests for
collection, until the date on which principal and all accrued interest (other
than Excess Interest) has been paid in full (the failure of the Borrower to pay
Excess Interest shall not be considered an event of default for purposes of this
paragraph). Nothing in this paragraph shall limit the obligation of the Servicer
and the Special Servicer to establish a Lock-Box Account pursuant to Section
3.28.

            (d) [Reserved].

            (e) [Reserved].

            (f) [Reserved].

            (g) The Special Servicer shall not consent to a change of franchise
affiliation with respect to any hotel property that in whole or in part
constitutes the Mortgaged Property securing a Loan unless it obtains written
confirmation from each Rating Agency that such change of franchise affiliation
would not, in and of itself, result in a downgrade, qualification or withdrawal
of the then-current ratings on any Class of Certificates. The Special Servicer
shall not be required to obtain such written consent from S&P if the
then-current principal balance of such Loan is less than 2% of the then-current
aggregate principal balance of the Loans.

            (h) The Servicer or Special Servicer shall not consent to a change
in the property manager with respect to a property securing a Significant Loan
unless it obtains confirmation from S&P that the appointment of such new
property manager would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings on any Class of
Certificates. The Servicer shall use reasonable efforts to cause the related
Borrower to pay the costs of such confirmation, otherwise, such costs shall be a
Trust Fund expense.

            (i) [Reserved].

            (j) [Reserved].

            (k) The Depositor shall, as to each Loan which is secured by the
interest of the related Borrower under a ground lease, at its own expense,
promptly (and in any event within 45 days of the Closing Date) notify the
related ground lessor of the transfer of such Loan to the Trust pursuant to this
Agreement and inform such ground lessor that any notices of default under the
related ground lease should thereafter be forwarded to the Trustee.

            Section 3.31 REMIC Administration.

            (a) The Trustee shall make or cause to be made elections to treat
each of the Loan REMICs, the Lower-Tier REMIC and the Upper-Tier REMIC as a
REMIC under the Code and if necessary, under State Tax Laws. Each such election
will be made on Form 1066 or other appropriate federal tax or information return
or any appropriate state return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued, which in each case shall
be signed by the Trustee. The Trustee shall designate the "regular interests"
and the "residual interests," within the meaning of the REMIC Provisions, in
each REMIC as set forth in the Preliminary Statement hereto. The Crystal
Pavilion/Petry Building Loan and the Landmark Loan shall each constitute the
sole asset of a separate REMIC. The related Loan REMIC Regular Interests
(instead of the related Loan) will be assets of the Lower-Tier REMIC. The
Crystal Pavilion/Petry Building Loan REMIC shall be administered in accordance
with the Crystal Pavilion/Petry Building Loan REMIC Declaration and this
Agreement. The Trustee shall maintain separate accounting with respect to each
Loan REMIC sufficient (i) to comply with federal and, if applicable, state and
local income tax return and information reporting requirements, (ii) to account
for the Loan REMIC Regular Interests as assets of the Lower-Tier REMIC, (iii) to
pay or cause to be paid any federal, state or local income tax attributable to
the respective Loan REMIC from payments received on or with respect to the
related Loan, and (iv) to cause any payments on the related Loan in excess of
amounts distributable in respect of the related Loan REMIC Regular Interests to
be distributed to the Class LR Certificates in respect of the Crystal
Pavilion/Petry Building Loan REMIC Residual Interest or the Landmark Loan REMIC
Residual Interest, as applicable. To the extent the affairs of the Trust Fund
are within their control, the Servicer, the Special Servicer and the Trustee
shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any Trust REMIC other than those interests outstanding on
the Closing Date.

            (b) The Closing Date is hereby designated as the "startup day,"
within the meaning of Section 860G(a)(9) of the Code, of the Landmark Loan
REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC. The "startup day" of the
Crystal Pavilion/Petry Building Loan REMIC is March 15, 2001, as set forth in
the Crystal Pavilion/Petry Building Loan REMIC Declaration.

            (c) The Holder of the largest Percentage Interest of the Class LR
Certificates is hereby designated, and by the acceptance of its Class LR
Certificate agrees to act, as Tax Matters Person for the Lower-Tier REMIC, the
Crystal Pavilion/Petry Building Loan REMIC and the Landmark Loan REMIC. Any
Holder of a Class LR or Class R Certificate must at all times hold at least a
1.0% Percentage Interest therein. The Holder of the Class R Certificates is
hereby designated, and by the acceptance of its Class R Certificate agrees to
act, as Tax Matters Person for the Upper-Tier REMIC. The Trustee is hereby
designated as the agent of the Tax Matters Person of each Trust REMIC and shall
perform all the functions thereof, and the Holders of the Class LR and Class R
Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC created hereunder and shall sign and file or cause to be filed such Tax
Returns in a timely manner. The expenses of preparing such returns shall be
borne by the Trustee without any right of reimbursement therefor.

            (e) The Trustee shall provide (i) upon request by any Transferor of
a Class LR or Class R Certificate, such information to such Transferor and the
IRS as is (x) reasonably necessary for the application of any tax relating to
the transfer of a Class LR or Class R Certificate to any Person who is not a
Disqualified Organization or (y) otherwise required to be provided by Treasury
Regulations Section 1.860E-2 (and in the time and manner required to be provided
to such person under such Regulations), (ii) to the Certificateholders such
information or reports as are required by the Code, the REMIC Provisions or
State Tax Laws including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii)
pursuant to Section 3.31(m), to the Internal Revenue Service the name, title,
address and telephone number of the person who will serve as the representative
of each of the Trust REMICs.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and the Servicer and Special Servicer shall assist the Trustee, to the extent
reasonably requested by the Trustee to do so). None of the Servicer, the Special
Servicer or the Trustee shall knowingly or intentionally take any action, cause
the Trust Fund to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as
a REMIC or (ii) result in the imposition of a tax under the REMIC Provisions
upon any Trust REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and such party determines that taking such
action is in the best interest of the Trust Fund and the Certificateholders, at
the expense of the Trust Fund, but in no event at the expense of such party) to
the effect that the contemplated action will not, with respect to any Trust
REMIC, cause any Trust REMIC to fail to qualify as a REMIC or, unless such party
(which is acceptable to the Trustee) determines that the monetary expense to any
Trust REMIC is not material and in its sole discretion to indemnify (to the
extent reasonably acceptable to the Trustee) the Trust Fund against such tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may be taken only
pursuant to an Opinion of Counsel that such action would impose a tax on the
Trust Fund, such action may nonetheless be taken so long as (x) the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and (y) all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take any action
(whether or not authorized hereunder) as to which the Servicer has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to the Trust Fund or its assets, or causing the
Trust Fund to take any action, which is not expressly permitted under the terms
of this Agreement, each of the parties hereto will consult with the Trustee or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any Trust REMIC, and such party
shall not take any such action, or cause the Trust Fund to take any such action,
as to which the Trustee has advised it in writing that an Adverse REMIC Event
could occur. The Trustee may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement. At all times as may be required by the
Code, the Trustee will to the extent within its control and the scope of its
duties as specifically set forth herein, maintain substantially all of the
assets of the Trust Fund as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (g) In the event that any tax is imposed on "prohibited
transactions" of any Trust REMIC as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of any Trust REMIC as defined in
Section 860G(c) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged (i)
to the Servicer, if such tax arises out of or results from a breach, which
breach constitutes negligence or willful misconduct of the Servicer, by the
Servicer of any of its obligations under this Agreement and such breach is not
caused by the breach of another party, (ii) to the Trustee, if such tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Agreement and such breach is not caused by the breach of another party,
(iii) to a Special Servicer, if such tax arises out of or results from a breach
by the Special Servicer of any of its obligations under this Agreement and such
breach is not caused by the breach of another party and (iv) otherwise, against
amounts on deposit in the Collection Account, and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Optimal Interest Distribution Amount on each Class entitled
thereto in the same manner as if such taxes constituted an Uncovered Prepayment
Interest Shortfall Amount.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Trust REMICs on a calendar year
and on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, none of the Servicer, the Special
Servicer or the Trustee shall accept any contributions of assets to any Trust
REMIC unless the Servicer, the Special Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in any Trust REMIC
will not cause any Trust REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding or subject any Trust REMIC created hereunder to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) None of the Servicer, the Special Servicer or the Trustee shall
enter into any arrangement by which any Trust REMIC created hereunder will
receive a fee or other compensation for services nor, to the extent reasonably
within their control, permit any Trust REMIC to receive an income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            (k) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Landmark Loan
REMIC Regular Interests, the Uncertificated Lower-Tier Interests and the Regular
Certificates is the Distribution Date occurring in December 2035, and the
"latest possible maturity date" of the Crystal Pavilion/Petry Building Loan
REMIC Regular Interest is July 11, 2028.

            (l) Within 30 days after the Closing Date, the Trustee shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" (or applicable successor form) for the Upper-Tier REMIC
created hereunder.

            (m) None of the Trustee, the Servicer or the Special Servicer shall
sell or dispose of or substitute for any of the Loans (except in connection with
(i) the default, imminent default or foreclosure of a Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund created hereunder pursuant to Article X of this
Agreement or (iv) a purchase of Loans pursuant to Article II, Section 3.18 or
Section 3.33 of this Agreement) nor acquire any assets for the Trust Fund or any
Trust REMIC, nor sell or dispose of any investments in the Collection Account
for gain, nor accept any contributions to any Trust REMIC after the Closing
Date, unless it has received an Opinion of Counsel that such sale or disposition
will not affect adversely the status of any Trust REMIC as a REMIC or cause any
Trust REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Trustee, within ten (10) days after the Closing Date, and thereafter on an
ongoing basis, all information or data requested by the Trustee that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including without limitation, the price,
yield, original issue discount, issue premium and projected cash flow of the
Certificates. In addition, the Servicer, the Special Servicer and the Depositor
shall provide on a timely basis to the Trustee or its designee such information
with respect to the Trust Fund as is in its possession and reasonably requested
by the Trustee to enable it to perform its obligations under this Section. The
Trustee shall be entitled to rely conclusively upon all such information so
provided to it without recalculation or other investigation.

            (o) The Trustee shall be entitled to reasonable compensation and to
the reimbursement of its reasonable expenses incurred in the performance of its
duties under this Section 3.31 as may be agreed upon by the Trustee and the
Depositor; provided, however, that the Trustee shall pay out of its own funds,
without any right of reimbursement, any and all ordinary expenses of the Trust
Fund incurred in the performance of its duties under this Section but shall be
reimbursed, except as otherwise expressly provided for herein, by the Trust Fund
for any of its extraordinary expenses, including any taxes or tax-related
payments, any expenses involved in any tax examination, audit or proceeding, and
the expense of any tax-related Opinion of Counsel or other professional advice
requested by the Trustee for the benefit or protection of the
Certificateholders.

            Section 3.32 Servicer and Special Servicer May Own Certificates.

            (a) The Servicer and any agent of the Servicer in its individual or
any other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not the Servicer or such agent, except with
respect to Voting Rights, as set forth in the definition of "Certificateholder."

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Special
Servicer or such agent, except with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            Section 3.33 Servicing of the Landmark Non-Pooled Portion.

            (a) On or prior to each Distribution Date, amounts received during
the related Due Period on the Landmark Loan (including any amounts advanced with
respect thereto, any Cure Payments received thereon and any proceeds received in
connection with a sale thereof) will be applied first to payment of any related
Primary Servicing Fees, Servicing Fees, Special Servicing Fees and Trustee Fees,
reimbursement of expenses incurred in connection with the enforcement of any
repurchase obligation against the Mortgage Loan Seller with respect to the
Landmark Loan together with interest thereon and the reimbursement of any
Advances made with respect thereto and payment of any interest on such Advances
to the extent provided in Section 3.05(a)(iii) through (xviii), and the
remainder will be allocated:

            (i) first, in respect of interest accrued on the Landmark Pooled
      Portion during the preceding Mortgage Interest Accrual Period;

            (ii) second, in respect of accrued and unpaid interest on the
      Landmark Pooled Portion from prior Mortgage Interest Accrual Periods to
      the extent not previously advanced;

            (iii) third, in reduction of the Stated Principal Balance of the
      Landmark Pooled Portion, up to an amount equal to a pro rata portion
      (based on the Stated Principal Balances of the Landmark Pooled Portion and
      the Landmark Non-Pooled Portion) of (x) any principal prepayments received
      on the Landmark Loan; (y) all principal due (including the Balloon
      Payment, if then due); and (z) after an event of default on the Landmark
      Loan, or if the Landmark Loan becomes a Specially Serviced Loan, the
      entire principal balance of such Loan, in any case until the Stated
      Principal Balance thereof has been reduced to zero;

            (iv) fourth, to reimburse the Landmark Pooled Portion for any prior
      Landmark Collateral Support Deficit previously allocated thereto pursuant
      to Section 4.04(e) hereof;

            (v) fifth, in respect of interest accrued on the Landmark Non-Pooled
      Portion during the preceding Mortgage Interest Accrual Period;

            (vi) sixth, in respect of accrued and unpaid interest on the
      Landmark Non-Pooled Portion from prior Mortgage Interest Accrual Periods;

            (vii) seventh, in reduction of the Stated Principal Balance of the
      Landmark Non-Pooled Portion, up to an amount equal to a pro rata portion
      (based on the Stated Principal Balances of the Landmark Pooled Portion and
      the Landmark Non-Pooled Portion) of (x) any principal prepayments received
      on the Landmark Loan; (y) all principal due (including the Balloon
      Payment, if then due); and (z) after an event of default on the Landmark
      Loan, or if the Landmark Loan becomes a Specially Serviced Loan, the
      entire principal balance of such Loan, in any case until the Stated
      Principal Balance thereof has been reduced to zero;

            (viii) eighth, to reimburse the Landmark Non-Pooled Portion in the
      amount of any prior Landmark Collateral Support Deficits previously
      allocated to the Class LM Participation Certificates pursuant to Section
      4.04(e) hereof;

            (ix) ninth, any Yield Maintenance Charge in connection with a
      prepayment of the Landmark Loan will be paid to the Landmark Pooled
      Portion and the Landmark Non-Pooled Portion on a pro rata basis (based on
      the amount of such prepayment allocated to reduce the Stated Principal
      Balances of the Landmark Pooled Portion and the Landmark Non-Pooled
      Portion);

            (x) tenth, to reimburse the Directing Certificateholder of the Class
      LM Participation Certificates for any unreimbursed Cure Payments
      previously made pursuant to Section 3.33(c) hereof; and

            (xi) eleventh, any remaining amount, to the Landmark Loan REMIC
      Residual Interest.

Amounts distributable in respect of the Landmark Pooled Portion and the Landmark
Non-Pooled Portion in accordance with this Section 3.33(a) shall be deemed
distributable in respect of the related Loan REMIC Regular Interest from the
Landmark Loan REMIC to the Lower-Tier REMIC pursuant to Section 4.01(l), and any
amounts distributable in respect of the Landmark Loan REMIC Residual Interest
shall be deemed distributed to the grantor trust portion of the Trust Fund.

            (b) The Directing Certificateholder of the Class LM Participation
Certificates shall have the right, by written notice to the Servicer and Special
Servicer (a "Class LM Purchase Notice") delivered (i) during any Class LM Cure
Period for which the Directing Certificateholder of the Class LM Participation
Certificates is entitled to make a Cure Payment or (ii) at any time the Landmark
Loan is a Specially Serviced Loan, provided that the Landmark Loan is then in
default or default with respect thereto is reasonably foreseeable, to purchase
the Landmark Loan in whole but not in part at the Purchase Price. Upon the
delivery of the Class LM Purchase Notice to the Servicer and Special Servicer,
the Servicer or Special Servicer, as applicable, shall cause the Trust Fund to
sell (and the Directing Certificateholder of the Class LM Participation
Certificates shall purchase) the Landmark Loan at the Purchase Price, on a date
(the "Class LM Purchase Date") not less than five (5) Business Days nor more
than ten (10) Business Days after the date of the Class LM Purchase Notice, as
shall be established by the Servicer or Special Servicer, as applicable. The
Purchase Price shall be calculated by the Servicer or Special Servicer, as
applicable, three (3) Business Days prior to the Class LM Purchase Date and
shall, absent manifest error, be binding upon the Directing Certificateholder of
the Class LM Participation Certificates. Concurrently with the payment to the
Trust Fund of the Purchase Price, the Servicer or Special Servicer, as
applicable, shall direct the Trustee to execute at the sole cost and expense of
the Directing Certificateholder of the Class LM Participation Certificates in
favor of the Directing Certificateholder of the Class LM Participation
Certificates assignment documentation which will assign the Landmark Loan and
the related Loan Documents without recourse, representations or warranties. The
right of the Directing Certificateholder of the Class LM Participation
Certificates to purchase the Landmark Loan under clause (i) of the first
sentence of this paragraph shall automatically terminate upon the expiration of
the applicable Class LM Cure Period. The right of the Directing
Certificateholder of the Class LM Participation Certificates to purchase the
Landmark Loan under clause (ii) of the first sentence of this paragraph shall
automatically terminate upon (a) 3 Business Days after delivery of notification
by the Special Servicer to the Directing Certificateholder of the Class LM
Participation Certificates of the Special Servicer's intention to sell the
Landmark Loan (if it is a Specially Serviced Loan) or the related Mortgaged
Property or (b) a foreclosure sale, sale by power of sale or delivery of a deed
in lieu of foreclosure with respect to the related Mortgaged Property.

            (c) The Servicer or Special Servicer shall deliver to the Directing
Certificateholder of the Class LM Participation Certificates notice of any
monetary or non-monetary default with respect to the Landmark Loan promptly
after a Servicing Officer of the Servicer or the Special Servicer, as
applicable, becomes aware of such default. Upon receipt of such notice, the
Directing Certificateholder of the Class LM Participation Certificates shall
have the right to cure defaults with respect to the Landmark Loan within 5
Business Days of receipt of notice with respect to a monetary default and within
30 days of receipt of notice with respect to a non-monetary default following
the date of such notice (the "Class LM Cure Period"); provided, however, that no
single Cure Event shall continue for a period of more than 90 consecutive days.
In the event that the Directing Certificateholder elects to cure a default that
can be cured by making a Cure Payment, the Directing Certificateholder shall
make such Cure Payment to the Servicer. The right of the Directing
Certificateholder to reimbursement of any Cure Payment (including the
reimbursement of a previous Advance made by the Servicer or the Trustee) will be
subordinate to the payment of all other amounts due with respect to the Landmark
Loan. Notwithstanding the foregoing, the making of a Cure Payment by the
Directing Certificateholder of the Class LM Participation Certificates shall not
act as a waiver of any amounts due under the Loan Documents by the related
Borrower.

            (d) Any decisions made by the Servicer or Special Servicer, as
applicable, with respect to the Landmark Loan pursuant to and in accordance with
the Servicing Standard and the other provisions of this Agreement shall
automatically be deemed to be reasonably exercised for purposes of this Section
and this Agreement. The Special Servicer shall consult with the Directing
Certificateholder of the Class LM Participation Certificates prior to the taking
by the Special Servicer of the following actions (but may reject any advice or
direction of the Directing Certificateholder of the Class LM Participation
Certificates):

            (i) any foreclosure upon or comparable conversion of the ownership
      of the Mortgaged Property securing the Landmark Loan;

            (ii) any modification, amendment or waiver of a monetary term of the
      Landmark Loan other than an extension of the original Maturity Date for
      two years or less;

            (iii) any proposed sale of the defaulted Landmark Loan or REO
      Property for less than the applicable Purchase Price (other than in
      connection with the termination of the Trust Fund under Section 9.01);

            (iv) any acceptance of a discounted payoff;

            (v) any determination to bring the Mortgaged Property securing the
      Landmark Loan into compliance with applicable environmental laws;

            (vi) any release of collateral for the Landmark Loan (other than in
      accordance with the terms of, or upon satisfaction of, the Landmark Loan);

            (vii) any acceptance of substitute or additional collateral for the
      Landmark Loan (other than in accordance with the terms of the Landmark
      Loan);

            (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
      and

            (ix) any acceptance of an assumption agreement releasing the related
      Borrower from liability under the Landmark Loan.

            The Special Servicer shall provide the Directing Certificateholder
of the Class LM Participation Certificates with all the information that the
Special Servicer considers material in connection with evaluating such action.
The Directing Certificateholder of the Class LM Participation Certificates shall
have 10 days within which to respond after notice of any proposed action to the
extent such period does not delay the Special Servicer from taking any action
that is in the best interests of the Certificateholders to take prior to the
expiration of such period; provided, that if such Directing Certificateholder
has not responded within such period, it shall be deemed to have approved such
action. Notwithstanding the foregoing, no such advice, direction or objection
contemplated by the foregoing may require or cause the Special Servicer to (i)
violate any applicable law, (ii) be inconsistent with the Servicing Standard,
(iii) cause any Trust REMIC to fail to qualify as a REMIC or subject any Trust
REMIC to federal, state or local tax, (iv) violate any other provisions of this
Agreement, (v) require or cause the Special Servicer to violate the terms of a
Loan, (vi) expose the Servicer, the Special Servicer, the Depositor, the
Mortgage Loan Sellers, the Trust Fund, the Trustee or their Affiliates,
officers, directors, employees or agents to any claim, suit or liability, or
(vii) materially expand the scope of the Servicer's responsibilities under this
Agreement; and the Special Servicer will neither follow any such direction if
given by the Directing Certificateholder of the Class LM Participation
Certificates nor initiate any such actions.

            (e) Subject to Section 3.33(d) and the other terms and conditions of
this Agreement, if the Servicer or Special Servicer, as applicable, in
connection with a workout or proposed workout of the Landmark Loan, modifies the
terms thereof such that (i) the Stated Principal Balance is decreased, (ii) the
Mortgage Rate is reduced, (iii) payments of interest or principal are waived,
reduced or deferred or (iv) any other adjustment is made to any of the terms of
such Loan, all payments to the Landmark Pooled Portion pursuant to Section
3.33(a) shall be made as though such workout did not occur, with the payment
terms of the Landmark Pooled Portion remaining the same as they are on the
Closing Date, and the Landmark Non-Pooled Portion shall bear the full economic
effect of all waivers, reductions or deferrals of amounts due on such Loan
attributable to such workout, before the Landmark Pooled Portion is exposed to
such economic effect.

            Prior to entering into any modification of the Landmark Loan that
would have any of the effects described in clauses (i) through (iii) of the
preceding paragraph, the Servicer or Special Servicer, as applicable, shall
provide the Directing Certificateholder of the Class LM Participation
Certificates with notice thereof and with all information that the Servicer or
Special Servicer, as applicable, considers material, but in any case including a
draft of the agreement, if any, that sets forth such proposed modification. The
Directing Certificateholder of the Class LM Participation Certificates shall
have the right to purchase the Landmark Loan at a price equal to the Purchase
Price therefor by delivering notice to the Servicer or Special Servicer, within
5 Business Days of receipt of the materials described in the preceding sentence,
that it intends to exercise such purchase option. In the event that it elects to
exercise such purchase option, the Directing Certificateholder of the Class LM
Participation Certificates shall deliver such Purchase Price to the Servicer
within 3 Business Days of its exercise of such purchase option, who shall then
alert the Trustee of such Purchase Price. The purchase option granted under this
paragraph shall be in addition to the purchase option granted pursuant to
Section 3.33(b) hereof.


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date prior to the date on which the
Certificate Balance of the last outstanding Class of Subordinate Certificates
has been reduced to zero, to the extent of the Available Distribution Amount and
Available Class LM Distribution Amount for such Distribution Date, the Trustee
shall transfer or be deemed to transfer such amounts from the Loan REMICs to the
Lower-Tier REMIC as set forth in Section 4.01(l) with respect to the Lower-Tier
REMIC Regular Interests and from the Lower-Tier Distribution Account to the
Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each Class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority from the Available
Distribution Amount (and in the case of clause (xliii) only, solely from the
Available Class LM Distribution Amount):

            (i) concurrently, to the Class A-1, Class A-2, Class A-3, Class A-4,
      Class A-X and Class A-CP Certificates, pro rata, up to the Optimal
      Interest Distribution Amounts for each such Class for such Distribution
      Date;

            (ii) to the Class A-1, Class A-2, Class A-3 and Class A-4
      Certificates, in reduction of the Certificate Balances thereof, an amount
      up to the Principal Distribution Amount for such Distribution Date, in the
      following order of priority:

            first, to the Class A-1 Certificates, until the Certificate Balance
      thereof has been reduced to zero;

            second, to the Class A-2 Certificates, until the Certificate Balance
      thereof has been reduced to zero;

            third, to the Class A-3 Certificates, until the Certificate Balance
      thereof has been reduced to zero; and

            fourth, to the Class A-4 Certificates, until the Certificate Balance
      thereof has been reduced to zero;

            (iii) to the Class A-1, Class A-2, Class A-3 and Class A-4
      Certificates, pro rata (based on the aggregate unreimbursed Collateral
      Support Deficit previously allocated to each such Class), until all
      amounts of such Collateral Support Deficit previously allocated to such
      Classes, but not previously reimbursed, have been reimbursed in full;

            (iv) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (v) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (vi) to the Class B Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class B Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (vii) to the Class C Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (viii) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (ix) to the Class C Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class C Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (x) to the Class D Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xi) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xii) to the Class D Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class D Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xiii) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xiv) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xv) to the Class E Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class E Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xvi) to the Class F Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvii) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xviii) to the Class F Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class F Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xix) to the Class G Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xx) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxi) to the Class G Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class G Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxii) to the Class H Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxiii) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiv) to the Class H Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class H Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxv) to the Class J Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxvi) to the Class J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvii) to the Class J Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class J Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxviii) to the Class K Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxix) to the Class K Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxx) to the Class K Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class K Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxi) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxii) to the Class L Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxiii) to the Class L Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class L
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xxxiv) to the Class M Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxv) to the Class M Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxvi) to the Class M Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class M Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxvii) to the Class N Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxviii)to the Class N Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxix) to the Class N Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class N Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xl) to the Class O Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xli) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlii) to the Class O Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class O Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xliii) to the Class LM-1, Class LM-2 and Class LM-3 Participation
      Certificates, in the following order of priority:

                  (A) to the Class LM-1 Participation Certificates, in respect
            of interest, up to the Optimal Interest Distribution Amount for such
            Class for such Distribution Date;

                  (B) to the Class LM-1 Participation Certificates, in reduction
            of the Certificate Balance thereof, an amount up to the pro rata
            portion (based on outstanding Certificate Balances of the Class
            LM-1, Class LM-2 and Class LM-3 Participation Certificates) of (x)
            any principal prepayments allocated to the Landmark Non-Pooled
            Portion for such Distribution Date; (y) the portion of all principal
            due (including the Balloon Payment, if then due) on the Landmark
            Loan that is allocated to the Landmark Non-Pooled Portion; and (z)
            after an event of default on the Landmark Loan, or if the Landmark
            Loan becomes a Specially Serviced Loan, the portion of the entire
            principal balance of such Loan remaining after the Landmark Pooled
            Portion has been reduced to zero, in any case until such Certificate
            Balance has been reduced to zero;

                  (C) to the Class LM-1 Participation Certificates, until
            realized losses or unpaid Trust Fund expenses previously allocated
            to the Class LM-1 Participation Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (D) to the Class LM-2 Participation Certificates, in respect
            of interest, up to the Optimal Interest Distribution Amount for such
            Class for such Distribution Date;

                  (E) to the Class LM-2 Participation Certificates, in reduction
            of the Certificate Balance thereof, an amount up to the pro rata
            portion (based on outstanding Certificate Balances of the Class
            LM-1, Class LM-2 and Class LM-3 Participation Certificates) of (x)
            any principal prepayments allocated to the Landmark Non-Pooled
            Portion for such Distribution Date; (y) the portion of all principal
            due (including the Balloon Payment, if then due) on the Landmark
            Loan that is allocated to the Landmark Non-Pooled Portion; and (z)
            after an event of default on the Landmark Loan, or if the Landmark
            Loan becomes a Specially Serviced Loan, the portion of the entire
            principal balance of such Loan remaining after the Landmark Pooled
            Portion has been reduced to zero, in any case until such Certificate
            Balance has been reduced to zero;

                  (F) to the Class LM-2 Participation Certificates, until any
            realized losses or unpaid Trust Fund expenses previously allocated
            to the Class LM-2 Participation Certificates, but not previously
            reimbursed, have been reimbursed in full;

                  (G) to the Class LM-3 Participation Certificates, in respect
            of interest, up to the Optimal Interest Distribution Amount for such
            Class for such Distribution Date;

                  (H) to the Class LM-3 Participation Certificates, in reduction
            of the Certificate Balance thereof, an amount up to the pro rata
            portion (based on outstanding Certificate Balances of the Class
            LM-1, Class LM-2 and Class LM-3 Participation Certificates) of (x)
            any principal prepayments allocated to the Landmark Non-Pooled
            Portion for such Distribution Date; (y) the portion of all principal
            due (including the Balloon Payment, if then due) on the Landmark
            Loan that is allocated to the Landmark Non-Pooled Portion; and (z)
            after an event of default on the Landmark Loan, or if the Landmark
            Loan becomes a Specially Serviced Loan, the portion of the entire
            principal balance of such Loan remaining after the Landmark Pooled
            Portion has been reduced to zero, in any case until such Certificate
            Balance has been reduced to zero;

                  (I) to the Class LM-3 Participation Certificates, until any
            realized losses or unpaid Trust Fund expenses previously allocated
            to the Class LM-3 Participation Certificates, but not previously
            reimbursed, have been reimbursed in full; and

            (xliv) to the Class R Certificates, the amount, if any, remaining in
      the Upper-Tier Distribution Account after all other distributions pursuant
      to this Section 4.01(a) and Section 4.01(e).

            (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest (other than the Class LA-4A, Class LA-4B, Class LLM-1, Class LLM-2 and
Class LLM-3), shall receive distributions from the Lower-Tier Distribution
Account in respect of principal or reimbursement of Collateral Support Deficit
in an amount equal to the amount of principal or reimbursement of Collateral
Support Deficit distributable to such Uncertificated Lower-Tier Interest's
respective Class of Related Certificates as provided in Sections 4.01(a) and
(c).

            On each Distribution Date, for so long as the Certificate Balance of
the Class A-4 Certificates is greater than $595,210,000, the Class LA-4A
Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal in an amount equal to
the amount of principal distributable to the Class A-4 Certificates as provided
in Sections 4.01(a) and (c). On each Distribution Date, for so long as the
Certificate Balance of the Class A-4 Certificates is $595,210,000 or less, but
greater than zero, the Class LA-4B Uncertificated Interest shall be deemed to
receive distributions from the Lower-Tier Distribution Account in respect of
principal in an amount equal to the amount of principal distributable to the
Class A-4 Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, the Class LA-4A Uncertificated Interest and the Class LA-4B
Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of reimbursement of Collateral
Support Deficit distributable to the Class A-4 Certificates as provided in
Sections 4.01(a) and (c) on a pro rata basis (based on the aggregate Collateral
Support Deficit previously allocated to such Uncertificated Lower-Tier
Interests).

            During each Interest Accrual Period, each Uncertificated Lower-Tier
Interest (other than the Class LLM Uncertificated Interests) shall accrue
interest in an amount equal to the product of the Lower-Tier Principal Amount of
each such Uncertificated Lower-Tier Interest and the Weighted Average Net
Mortgage Rate and the Class LLM Uncertificated Interests shall accrue interest
at the Net Mortgage Pass-Through Rate of the Landmark Non-Pooled Portion. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed
to receive distributions in respect of interest in an amount equal to the sum of
(i) the amount of interest that will actually be distributed in respect of such
Uncertificated Lower-Tier Interest's Related Certificate (provided, that the
interest distributed in respect of the Class A-4 Certificates shall be allocated
to the Class LA-4A and Class LA-4B Uncertificated Interests, pro rata based on
interest accrued) and (ii) other than with respect to the Class LM
Uncertificated Interests, the amount of interest that will actually be
distributed in respect of such Uncertificated Lower-Tier Interest's
corresponding Class A-X Component and, if applicable, Class A-CP Component. In
all events, the amount accrued in respect of each Uncertificated Lower-Tier
Interest less the amount actually distributed in respect of such Uncertificated
Lower-Tier Interest shall equal the sum of (i) the Interest Shortfall Amount
allocated to such Uncertificated Lower-Tier Interest's Related Certificate
(allocated pro rata in the case of the Class LA-4A and Class LA-4B
Uncertificated Interests, based on their Interest Shortfall Amounts) and (ii)
the Interest Shortfall Amount allocated to the related Class A-X Component or
Class A-CP Component and attributable to such Uncertificated Lower-Tier
Interest. Any amounts remaining in the Lower-Tier Distribution Account after
payment to the Uncertificated Lower-Tier Interests pursuant to this Section
4.01(b) and Section 4.01(d) and payment of expenses of the Trust Fund shall be
distributed to the Class LR Certificates in respect of the Lower-Tier REMIC
Residual Interest.

            As of any date, payments of principal in respect of the Loans and
the Collateral Support Deficit shall be allocated to the Uncertificated
Lower-Tier Interests such that the sum of the principal balance after
application of any Collateral Support Deficit of each Uncertificated Lower-Tier
Interest and the cumulative amount of Collateral Support Deficit allocated to
such Class of Uncertificated Lower-Tier Interests equals the sum of the
Certificate Balance of the Related Certificates after the application of any
Collateral Support Deficit with respect thereto and the cumulative amount of
Collateral Support Deficit allocated to such Class of Related Certificates;
provided that the principal balance of the Class LA-4A Uncertificated Interest
shall be the Certificate Balance of the Class A-4 Certificates less $595,210,000
and the principal balance of the Class LA-4B Uncertificated Interest shall be
the lesser of $595,210,000 and the Certificate Balance of the Class A-4
Certificates in each case reduced, pro rata based on their respective principal
balances, by any Collateral Support Deficit allocated to the Class A-4
Certificates, first, to the Class LA-4A Uncertificated Interest and then the
Class LA-4B Uncertificated Interest. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the respective Original Lower-Tier
Principal Amount. The interest rate with respect to each Uncertificated
Lower-Tier Interest (other than the Class LLM Uncertificated Interests) will be
the Weighted Average Net Mortgage Rate, and with respect to each of the Class
LLM Uncertificated Interests will be the Net Mortgage Pass-Through Rate of the
Landmark Non-Pooled Portion.

            Interest Shortfall Amounts allocated to the Class A-X and Class A-CP
Certificates shall be attributed to the Uncertificated Lower-Tier Interests to
the extent of interest accrued on their related Class A-X Components and Class
A-CP Components, pro rata, based on interest accrued on such Components.
Prepayment Interest Shortfalls shall be allocated to each Class of
Uncertificated Lower-Tier Interests, other than the Class LLM Uncertificated
Interests, in reverse sequential order on the basis of their respective interest
entitlements; provided that Prepayment Interest Shortfalls with respect to the
Landmark Loan shall first be allocated to the Class LLM Uncertificated Interests
in reverse numerical order.

            (c) Notwithstanding the foregoing, on each Distribution Date
occurring on or after the date on which the Certificate Balance of the last
outstanding Class of Subordinate Certificates has been reduced to zero, the
Trustee shall apply amounts on deposit in the Upper-Tier Distribution Account in
the following order of priority: (i) concurrently, to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-X and Class A-CP Certificates, pro rata, in
respect of the Optimal Interest Amount allocable to each such Class; (ii) to the
Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata in
reduction of the Certificate Balances thereof, until the Certificate Balance of
each such Class has been reduced to zero; and (iii) to the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates, pro rata (based on the aggregate
unreimbursed Collateral Support Deficit previously allocated to such Class)
until all amounts of such Collateral Support Deficit previously allocated to
such Classes but not previously reimbursed have been reimbursed in full.

            (d) On each Servicer Remittance Date, the Servicer shall deposit all
Yield Maintenance Charges in the Lower-Tier Distribution Account for payment to
the Uncertificated Lower-Tier Interests. On each Distribution Date, the Trustee
shall withdraw from the Lower-Tier Distribution Account an aggregate amount
equal to all such Yield Maintenance Charges actually collected on the Loans or
any REO Loans during the related Due Period (other than any Yield Maintenance
Charges that are allocated to the Landmark Non-Pooled Portion pursuant to
Section 3.33(a)(ix) hereof) and shall distribute such amount to the
Uncertificated Lower-Tier Interests other than the Class LLM Uncertificated
Interests, pro rata in proportion to their outstanding principal balances. Yield
Maintenance charges that are allocated to the Landmark Non-Pooled Portion
Pursuant to Section 3.33 (a)(ix) hereof shall be allocated to the Class LLM
Uncertificated Interests pro rata in proportion to their outstanding principal
balances.

            (e) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Yield
Maintenance Charges (other than any Yield Maintenance Charges that are allocated
to the Landmark Non-Pooled Portion pursuant to Section 3.33(a)(ix) hereof)
actually collected on Loans or REO Loans during the related Due Period and
remitted in respect of the Uncertificated Lower-Tier Interests pursuant to
Section 4.01(d), and shall distribute such amounts to the Class A-1, Class A-2,
Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G
Certificates, in an amount equal to the product of (a) a fraction whose
numerator is the amount distributed as principal to such Class on such
Distribution Date, and whose denominator is the total amount distributed as
principal to the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N and Class O Certificates on such Distribution Date, (b) the Base
Interest Fraction for the related Principal Prepayment and such Class of
Certificates and (c) the aggregate amount of Yield Maintenance Charges (other
than any Yield Maintenance Charges that are allocated to the Landmark Non-Pooled
Portion pursuant to Section 3.33(a)(ix) hereof) collected on such Principal
Prepayment during the related Due Period. Any Yield Maintenance Charges
collected during the related Due Period remaining after such distributions shall
be distributed to the Holders of the Class A-X Certificates.

            Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class
F and Class G Certificates to zero, the Trustee shall distribute to the Class
A-X Certificates all Yield Maintenance Charges actually received during the
related Due Period with respect to the Loans and remitted in respect of
Uncertificated Lower-Tier Interests pursuant to Section 4.01(d).

            (f) On any applicable Distribution Date, (i) any Excess Interest
collected for such Distribution Date shall be distributed from the Excess
Interest Distribution Account to the Class V Certificates.

            (g) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates)
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to such Certificate) shall be made in like
manner, but only upon presentation and surrender of such Certificate at the
offices of the Trustee or such other location specified in the notice to
Certificateholders of such final distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Depositor, the Servicer, the Special Servicer, the Underwriters or the Initial
Purchasers shall have any responsibility therefor except as otherwise provided
by this Agreement or applicable law.

            (h) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall,
thirty days prior to the final Distribution Date for such Class, post a notice
on the Website to the effect that no interest shall accrue on such Certificates
from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Definitive
Certificates of any Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Definitive Certificates
as to which notice has been given pursuant to Section 4.01(h) shall not have
been surrendered for cancellation within six months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Definitive Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Definitive Certificates shall
not have been surrendered for cancellation, the Trustee, directly or through an
agent, shall take such steps to contact the remaining non-tendering Definitive
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Definitive Certificateholders following the first anniversary of
the delivery of such second notice to the non-tendering Certificateholders shall
be paid out of such funds. No interest shall accrue or be payable to any
Definitive Certificateholder on any amount held in trust hereunder by the
Trustee as a result of such Definitive Certificateholder's failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h).

            (i) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, however, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register, and such amounts shall be deemed to have been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Related
Uncertificated Lower-Tier Interest that was previously retired and from the
related Loan REMIC to the Lower-Tier REMIC in respect of the related Loan REMIC
Regular Interest as to which such Collateral Support Deficit was incurred.
Notice of any such distribution to a prior Holder shall be made in accordance
with Section 10.05 at such last address. The amount of the distribution to each
such prior Holder shall be based upon the aggregate Percentage Interest
evidenced by the Certificates surrendered thereby. If the check mailed to any
such prior Holder is returned uncashed, then the amount thereof shall be set
aside and held uninvested in trust for the benefit of such prior Holder, and the
Trustee shall attempt to contact such prior Holder in the manner contemplated by
Section 4.01(i) as if such Holder had failed to surrender its Certificates.

            (j) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfalls shall
be allocated to each Class of Regular Certificates, (other than the Class LM
Participation Certificates), in reverse sequential order, and, in the event such
shortfalls occur with respect to the Landmark Loan to the Class LM Participation
Certificates in reverse sequential order and then to the Classes of Regular
Certificates in reverse sequential order, based on the Accrued Certificate
Interest Amount distributable to each such Class on such Distribution Date. The
amount by which the servicing compensation is to be reduced in connection with
Prepayment Interest Shortfalls pursuant to the last paragraph of Section 3.11(a)
shall be deposited by the Servicer into the Collection Account on or prior to
the Servicer Remittance Date.

            (k) Shortfalls in the Available Distribution Amount resulting from
unanticipated Trust Fund indemnification expenses incurred pursuant to Section
6.03 and Section 8.05 shall be allocated to the most subordinate Class of
Certificates then outstanding, until the Certificate Balance thereof equals
zero, and then to the next most subordinate Class of Certificate then
outstanding; provided, that with respect to shortfalls resulting from
unanticipated Trust Fund indemnification expenses in connection with the
Landmark Loan, such shortfalls shall be allocated first to the Class LM
Participation Certificates, in reverse sequential order.

            (l) All payments made on the Loan REMIC Loans or subsequently
acquired REO Property shall be deemed to be paid to the Lower-Tier REMIC before
payments are made to the holders of the Uncertificated Lower-Tier Interests
pursuant to Sections 4.01(a) or 4.01(d), and shall be treated as principal,
interest or Yield Maintenance Charges, as the case may be, based on these
characterizations with respect to the Loan REMIC Loans (or related REO
Property), except where expressly noted and, in addition, any payment of
principal on or reduction in the respective Loan REMIC Balance shall reduce the
principal balances of the respective Loan REMIC Regular Interests; provided,
that payments of principal in reduction of the Loan REMIC Balance of the
Landmark Loan shall be applied to reduce the Stated Principal Balances of the
Landmark Pooled Portion and the Landmark Non-Pooled Portion as specified in
Section 3.33. Any payments on or with respect to the Loan REMIC Loans in excess
of the principal, interest or Yield Maintenance Charges distributable on the
Loan REMIC Regular Interests shall be distributable to the Class LR Certificates
in respect of the Crystal Pavilion/Petry Building Loan REMIC Residual Interest,
and the Landmark Loan REMIC Residual Interest, as applicable. The interest rate
of each Loan REMIC Regular Interest shall be the Mortgage Rate of the related
Loan REMIC Loan plus, in the case of the Crystal Pavilion/Petry Building Loan,
Default Interest thereon. Servicing Fees, Primary Servicing Fees and Trustee
Fees with respect to the Loan REMIC Loans shall be paid by the Lower-Tier REMIC
in respect of the related Loan REMIC Regular Interests, and all other servicing
compensation with respect to the Loan REMIC Loans payable to the Servicer or
Special Servicer shall be payable by the related Loan REMIC.

            Section 4.02 Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others.

            (a) On each Distribution Date, based solely upon the information
regarding the Loans set forth in the Servicer Remittance Report prepared by the
Servicer, and only to the extent such information is provided to the Trustee by
the Servicer, the Trustee shall prepare and make available, and, upon request,
forward, to any interested party, including, but not limited to, each Holder of
a Certificate, with copies to the Depositor, the Servicer, the Special Servicer,
the Underwriters, each Rating Agency, Bloomberg, L.P., the Trepp Group, Charter
Research Corporation and Intex Solutions, Inc. and, if requested, any potential
investors in the Certificates, a written report (a "Statement to
Certificateholders") setting forth the following information:

            (i) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates applied to
      reduce the respective Certificate Balance thereof;

            (ii) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates allocable
      to (A) such Class's Optimal Interest Distribution Amount and, separately
      stated, the portion thereof representing the Unpaid Interest Shortfall
      Amount for such Class and (B) Yield Maintenance Charges;

            (iii) separately stated, the aggregate amounts of Uncovered
      Prepayment Interest Shortfall Amounts and indemnification expenses of the
      Trust Fund allocable to the Holders of each Class of Certificates on such
      Distribution Date;

            (iv) the aggregate Certificate Balance or aggregate Notional
      Balance, as the case may be, of each Class of Regular Certificates, before
      and after giving effect to the distributions made on such Distribution
      Date, separately identifying any reduction in the aggregate Certificate
      Balance (or, in the case of the Class A-X and Class A-CP Certificates, the
      aggregate Notional Balance) of each such Class due to any Collateral
      Support Deficit;

            (v) the Pass-Through Rate for each Class of Certificates applicable
      to such Distribution Date;

            (vi) the number of outstanding Loans and the aggregate unpaid
      principal balance of the Loans at the close of business on the related
      Determination Date;

            (vii) the number and aggregate unpaid principal balance of Loans (A)
      delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90
      days or more, (D) that are Specially Serviced Loans and not delinquent,
      (E) as to which foreclosure proceedings have been commenced or (F) with
      respect to which the related Borrowers are in bankruptcy;

            (viii) with respect to any REO Loan as to which the related
      Mortgaged Property became an REO Property during the preceding calendar
      month, the city, state, property type, latest Debt Service Coverage Ratio,
      Stated Principal Balance and the unpaid principal balance of such Loan;

            (ix) as to any Loan repurchased by a Mortgage Loan Seller or
      otherwise liquidated or disposed of during the related Due Period, (A) the
      Loan Number of the related Loan and (B) the amount of proceeds of any
      repurchase of a Loan, Liquidation Proceeds and/or other amounts, if any,
      received thereon during the related Due Period and the portion thereof
      included in the related Available Distribution Amount for such
      Distribution Date;

            (x) with respect to any REO Property included in the Trust Fund at
      the close of business on the related Due Date (A) the Loan Number of the
      related Loan, (B) the value of such REO Property based on the most recent
      Appraisal or valuation, and (C) the aggregate amount of income and other
      revenues collected by the Special Servicer with respect to such REO
      Property during the related Due Period and the portion thereof included in
      the related Available Distribution Amount for such Distribution Date;

            (xi) with respect to any REO Property sold or otherwise disposed of
      during the related Due Period and for which a Final Recovery Determination
      has been made, (A) the Loan Number of the related Loan, (B) the amount of
      sale proceeds and other amounts, if any, received in respect of such REO
      Property during the related Due Period and the portion thereof included in
      the related Available Distribution Amount for such Distribution Date and
      (C) the date of the Final Recovery Determination;

            (xii) the amount of Principal Prepayments (in the aggregate) made
      during the related Due Period, the amount of any Yield Maintenance Charges
      (in the aggregate) paid during the related Due Period and the aggregate
      amount of any Prepayment Interest Shortfalls not covered by the Servicer
      for such Distribution Date;

            (xiii) the amount of Servicing Advances and P&I Advances outstanding
      (net of reimbursed Advances) which have been made by the Servicer or the
      Trustee in the aggregate and by Mortgaged Property or Loan, as the case
      may be;

            (xiv) the aggregate amount of Servicing Fees and Primary Servicing
      Fees retained by or paid to the Servicer or any Primary Servicer and
      Special Servicing Fees retained by or paid to the Special Servicer during
      the related Due Period;

            (xv) the amount of any Appraisal Reduction Amounts allocated during
      the related Due Period on a loan-by-loan basis; the total Appraisal
      Reduction Amounts allocated during the related Due Period; and the total
      Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan
      basis;

            (xvi) the Collateral Support Deficit, if any for such Distribution
      Date;

            (xvii) Trust Fund expenses incurred during the related Due Period;

            (xviii) the amount of Collateral Support Deficit; and

            (xix) ratings of the Rating Agencies on all applicable Classes of
      Certificates.

            In the case of information furnished pursuant to subclauses (i),
(ii) and (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per $1,000 of
original Certificate Balance or Notional Balance, as the case may be.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall make available, and, upon written request, send to each
Person who at any time during the calendar year was a Certificateholder of
record, a report summarizing on an annual basis (if appropriate) the items
provided to Certificateholders pursuant to clauses (i), (ii) and (iii) above and
such other information as may be required to enable such Certificateholders to
prepare their federal income tax returns. Such information shall include the
amount of original issue discount accrued on each Class of Certificates held by
Persons other than Holders exempted from the reporting requirements and
information regarding the expenses of the Trust. Such requirement shall be
deemed to be satisfied to the extent such information is provided pursuant to
applicable requirements of the Code from time to time in force.

            (b) On or prior to each Distribution Date, based on information
provided in reports prepared by the Servicer and the Special Servicer and
delivered to the Trustee in accordance herewith, the Trustee shall make
available via the Website or, upon request, forward to any interested party (i)
the related Statement to Certificateholders, (ii) the Loan Periodic Update File,
Loan Set-Up File, Bond Level File and Collateral Summary File, (iii) the
Unrestricted Servicer Reports and (iv) as a convenience for interested parties
(and not in furtherance of the distribution thereof under the securities laws),
the Prospectus Supplement, the Prospectus and this Agreement. The Trustee shall
also make each Statement to Certificateholders available to any interested party
via its fax-on-demand service which can be accessed by calling (301) 815-6610.

            In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Servicer and the Special
Servicer and delivered to the Trustee in accordance herewith, the Trustee shall
make available via the Website or, upon request, forward, solely to Privileged
Persons, (i) the Restricted Servicer Reports and (ii) the Property File.

            No less often than on a monthly basis, each of the Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Directing Certificateholder regarding the
performance and servicing of the Mortgage Loans and/or REO Properties for which
the Servicer or the Special Servicer, as the case may be, is responsible. Each
of the Servicer and the Special Servicer shall condition such disclosure upon
the Directing Certificateholder entering into a reasonable and customary
confidentiality agreement reasonably acceptable to such servicer regarding such
disclosure to it.

            The Servicer and the Special Servicer shall not be required to
confirm, represent or warrant the accuracy or completeness of any other Person's
information or report included in any communication from the Servicer or the
Special Servicer under this Agreement.

            The Trustee shall not be liable for the dissemination of information
in accordance with this Section 4.02(b). The Trustee makes no representations or
warranties as to the accuracy or completeness of any report, document,
questions, answer, special event, or other information made available on the
Website and assumes no responsibility therefor. In addition, the Trustee may
disclaim responsibility for any information distributed by the Trustee for which
it is not the original source.

            In connection with providing access to the respective Website, the
Trustee or Servicer, as applicable, may require registration and the acceptance
of a disclaimer.

            (c) The Trustee shall make available at its offices, during normal
business hours, upon not less than ten Business Days' prior written notice, for
review by any Certificateholder, any prospective investor in a Certificate, the
Depositor, the Servicer, the Special Servicer, any Rating Agency and any other
Person to whom the Depositor believes such disclosure is appropriate, originals
or copies of documents relating to the Loans and any related REO Properties to
the extent in its possession, including, without limitation, the following items
(except to the extent prohibited by applicable law or by the terms of any of the
Mortgage Documents): (i) this Agreement and any amendments thereto; (ii) all
Statements to Certificateholders delivered to the Certificateholders since the
Closing Date; (iii) all annual Officers' Certificates and all accountants'
reports delivered by the Servicer or Special Servicer to the Trustee since the
Closing Date regarding compliance with the relevant agreements; (iv) any and all
Officers' Certificates and other evidence delivered to or by the Trustee to
support the Servicer's or the Trustee's, as the case may be, determination that
any Advance, if made, would be a Nonrecoverable Advance; and (v) any other
materials not otherwise required to be provided to a requesting
Certificateholder pursuant to this Agreement, in situations where such
requesting Certificateholder declined to enter into a confidentiality agreement
with the Servicer. The Trustee shall make available at its offices, during
normal business hours, upon not less than ten Business Days' prior written
notice, for review by any Certificateholder, any prospective investor in a
Certificate, the Depositor, the Trustee, the Servicer, the Special Servicer, any
Rating Agency and any other Person to whom the Depositor believes such
disclosure is appropriate, originals or copies of any and all modifications,
waivers and amendments of the terms of a Loan entered into by the Servicer
and/or the Special Servicer and delivered to the Trustee. The Servicer shall
cooperate with the Trustee to make any of the above-mentioned items available to
any Certificateholder upon its request and payment by it of reasonable costs.
Copies of any and all of the foregoing items will be available from the Trustee
upon written request therefor. The Trustee will be permitted to require payment
by the requesting party (other than a Rating Agency) of a sum sufficient to
cover the reasonable costs and expenses of making such information available and
providing any copies thereof. The Trustee's obligation under this Section
4.02(c) to make available any document is subject to the Trustee's receipt of
such document.

            (d) Notwithstanding the foregoing provisions of this Article 4.02,
the Trustee shall not be required to provide the full reporting provided for in
Sections 4.02(b) and (c) unless and until the Servicer provides its related
reporting to the Trustee in CMSA format.

            (e) The Servicer and the Special Servicer shall not be required to
conduct research or obtain information that is not available to the Servicer or
the Special Servicer, respectively, in the ordinary course of its servicing
activities hereunder. In addition, the Servicer and the Special Servicer shall
not be required to (i) answer commercially unreasonable questions, (ii) answer
questions relating to matters that extend beyond the scope of its duties as
Servicer or Special Servicer, respectively, (iii) answer questions that would,
in the Servicer's or the Special Servicer's sole discretion, require the
Servicer or the Special Servicer to devote an unreasonable amount of time or
resources to answer, (iv) disclose information that would violate the terms of
any of the Loan Documents or applicable law or initiate contact with Borrowers
or third parties except in connection with the ordinary course of its servicing
duties hereunder or (v) express opinions or make recommendations under this
Section 4.02(b) (it being understood that the Servicer and the Special Servicer
may limit their responses to factual matters). The provision of information
hereunder by the Servicer and the Special Servicer shall be subject to Section
3.27(d) and Section 3.27(f), as applicable.

            Section 4.03 P&I Advances.

            (a) On or before 3:00 p.m. New York City time on each P&I Advance
Date, the Servicer shall (i) remit to the Trustee for deposit into the
Lower-Tier Distribution Account from its own funds an amount equal to the
aggregate amount of P&I Advances, if any, to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account that are
not required to be part of the Available Distribution Amount for such
Distribution Date or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Collection Account not required to be a part of the
Available Distribution Amount for such Distribution Date and so used to make P&I
Advances shall be appropriately reflected in the Servicer's records and replaced
by the Servicer by deposit in the Collection Account on or before the next
succeeding P&I Advance Determination Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and/or
interest in respect of which such P&I Advances were made).

            (b) Subject to Section 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) all Monthly Payments (in each case, net of
related Primary Servicing Fees, Servicing Fees and Workout Fees, if any), other
than Balloon Payments, that were due during any related Due Period and
delinquent as of the close of business on the Determination Date preceding the
related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the
Servicer); and (ii) with respect to each Loan as to which the related Balloon
Payment was due during or prior to the related Due Period and was delinquent as
of the end of the related Due Period (including any REO Loan as to which the
Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor (in each case, net of related Primary Servicing Fees,
Servicing Fees and Workout Fees, if any). All P&I Advances for any Loans that
have been modified shall be calculated on the basis of their terms as modified.
Subject to subsection (c) and (e) below, the obligation of the Servicer to make
such P&I Advances is mandatory and, with respect to any Loan or REO Loan, shall
continue until the Distribution Date on which the proceeds, if any, received in
connection with a Liquidation Event with respect thereto are to be distributed.

            (c) Notwithstanding anything herein to the contrary, neither the
Servicer nor the Trustee shall be required to make a P&I Advance, if the
Servicer or the Trustee determines, in accordance with the definition thereof,
that any such P&I Advance would be a Nonrecoverable Advance. The Trustee may
conclusively rely on any determination of nonrecoverability by the Servicer. The
Special Servicer shall not be required to make P&I Advances under this
Agreement. On the fourth Business Day before each Distribution Date, the Special
Servicer shall report to the Servicer the Special Servicer's determination as to
whether each P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to such Distribution Date with respect to any
Specially Serviced Loan or REO Loan is a Nonrecoverable P&I Advance. The
Servicer shall be entitled to conclusively rely on (but shall not be bound by)
such determination.

            (d) In connection with the recovery of any P&I Advance out of the
Collection Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Collection Account, interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of such P&I Advance from the date made
to but not including the date of reimbursement. The Servicer shall reimburse
itself or the Trustee, as the case may be, for any outstanding P&I Advance as
soon as practicably possible after funds available for such purpose are
deposited in the Collection Account. The Servicer shall prepare and make
available to Certificateholders, upon request, a report concerning Advances in
the form of Exhibit K hereto.

            (e) Notwithstanding the foregoing, (i) neither the Servicer nor the
Trustee shall be required or permitted to make an advance for Penalty Charges,
Yield Maintenance Charges, Balloon Payments or Excess Interest, (ii) the amount
required to be advanced in respect of the interest portion of delinquent Monthly
Payments and Assumed Scheduled Payments on any Loan that has been subject to an
Appraisal Reduction will equal, with respect to any Distribution Date, the
amount of interest that would be required to be advanced by the Servicer without
giving effect to the Appraisal Reduction Amount, multiplied by a fraction, the
numerator of which is equal to the Stated Principal Balance of the Loan, net of
the Appraisal Reduction Amount, and the denominator of which is equal to the
Stated Principal Balance of the Loan, for such Distribution Date, and (iii) if
the monthly payment on any Loan has been reduced or the final maturity extended,
in connection with a bankruptcy or similar proceeding involving the related
Borrower or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, and the monthly payment due and owing
during the extension period is less than the amount of the Monthly Payments
prior to such modification, then the Servicer shall, as to such Loan only,
advance only the amount of the Monthly Payment due and owing after taking into
account such reduction (net of related Primary Servicing Fees, Servicing Fees
and Workout Fees), in the event of subsequent delinquencies thereon.

            Section 4.04 Allocation of Collateral Support Deficit.

            (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01, the Trustee
shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance of the Loans (excluding the Landmark Non-Pooled Portion) and any REO
Loans (excluding the Landmark Non-Pooled Portion) expected to be outstanding
immediately following such Distribution Date is less than (ii) the then
aggregate Certificate Balance of the Regular Certificates (other than the Class
LM Participation Certificates) after giving effect to distributions of principal
on such Distribution Date (any such deficit, the "Collateral Support Deficit").
Any allocation of Collateral Support Deficit to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Collateral Support Deficit allocated to a Class of Regular
Certificates (other than the Class LM Participation Certificates) shall be
allocated among the respective Certificates of such Class in proportion to the
Percentage Interests evidenced thereby. The allocation of Collateral Support
Deficit shall constitute an allocation of losses and other shortfalls
experienced by the Trust Fund. Reimbursement of previously allocated Collateral
Support Deficit will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the
Class of Certificates in respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates (other than the Class LM Participation Certificates) will
be reduced without distribution to the extent of any Collateral Support Deficit,
if any, allocable to such Certificates with respect to such Distribution Date.
Such reductions shall be allocated among the respective Certificates as follows:
first, to the Class O Certificates, second, to the Class N Certificates; third,
to the Class M Certificates; fourth, to the Class L Certificates; fifth, to the
Class K Certificates; sixth, to the Class J Certificates; seventh, to the Class
H Certificates, eighth, to the Class G Certificates, ninth, to the Class F
Certificates, tenth, to the Class E Certificates, eleventh, to the Class D
Certificates, twelfth, to the Class C Certificates, and thirteenth, to the Class
B Certificates, in each case, until the remaining Certificate Balance of each
such Class of Certificates has been reduced to zero. Following the reduction of
the Certificate Balances of all such Classes to zero, any remaining Collateral
Support Deficit shall be allocated among the Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates, pro rata (based upon the Certificate Balance of each
such Class), until the remaining Certificate Balances of such Classes have been
reduced to zero. Any Collateral Support Deficit allocated to a Class of
Certificates will be allocated among respective Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amounts
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off; provided that any Collateral Support Deficit allocated to the Class
A-4 Certificates shall be allocated, first, to the Class LA-4A Uncertificated
Interest, and second to the Class LA-4B Uncertificated Interest.

            (d) On each Distribution Date, immediately following the
distribution to be made on such date pursuant to Section 4.01, the Trustee shall
calculate the amount, if any, by which (i) the Stated Principal Balance of the
Landmark Loan (or any related REO Loan) expected to be outstanding immediately
following such Distribution Date is less than (ii) the sum of the Stated
Principal Balance of the Landmark Pooled Portion and the Certificate Balance of
the Class LM Participation Certificates, respectively, after giving effect to
distributions of principal on such Distribution Date (any such deficit, the
"Landmark Collateral Support Deficit"). Following each Servicer Remittance Date,
the Landmark Collateral Support Deficit will be allocated as follows: first, to
the Class LM-3 Participation Certificates, until the remaining Certificate
Balance of such Class has been reduced to zero; second, to the Class LM-2
Participation Certificates, until the remaining Certificate Balance of such
Class has been reduced to zero; third, to the Class LM-1 Participation
Certificates, until the remaining Certificate Balance of such Class has been
reduced to zero, and then, to the Landmark Pooled Portion, until the Stated
Principal Balance thereof has been reduced to zero. Any allocation of Landmark
Collateral Support Deficits to any class of the Class LM Participation
Certificates shall be made by reducing the Certificate Balance thereof by the
amount so allocated. Any allocation of Landmark Collateral Support Deficit to
the Landmark Pooled Portion shall be made by reducing the Stated Principal
Balance thereof by the amount so allocated. Any Landmark Collateral Support
Deficit allocated to Class LM Participation Certificates shall be allocated
among the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. Any Landmark Collateral Support Deficit allocated
to the Class LM Participation Certificates with respect to a Distribution Date
shall reduce the Lower-Tier Principal Amount of the Class LLM Uncertificated
Interests, in reverse sequential order, as a write-off, as applicable. The
allocation of Landmark Collateral Support Deficits shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund with
respect to the Landmark Loan. Any Landmark Collateral Support Deficit allocated
to the Landmark Pooled Portion shall be treated as a loss on the related Loan
consisting of the Landmark Pooled Portion and will result in a Collateral
Support Deficit. Reimbursement of previously allocated Landmark Collateral
Support Deficits will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the
Class LM Participation Certificates, the Lower-Tier Principal Amount of the
related Uncertificated Lower-Tier Interests or the Stated Principal Balance of
the Landmark Pooled Portion or the Landmark Non-Pooled Portion.

            Section 4.05 Appraisal Reductions.

            Any Appraisal Reduction Amount calculated with respect to the
Landmark Loan will be allocated first to the Class LM-3 Participation
Certificates, second to the Class LM-2 Participation Certificates and then to
the Class LM-1 Participation Certificates, in that order.

            Section 4.06 Reserved.

            Section 4.07 Grantor Trust Reporting.

            The parties intend that the portions of the Trust Fund consisting of
(i) Excess Interest and the Excess Interest Distribution Account and (ii) the
Loan REMIC Residual Interests and the Lower-Tier REMIC Residual Interest and
proceeds thereof held in the Lower-Tier Distribution Account shall constitute,
and that the affairs of the Trust Fund (exclusive of the Trust REMICs) shall be
conducted so as to qualify such portions as, a "grantor trust" under the Code,
and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, the Trustee shall furnish or cause to be
furnished (i) to Class V Certificateholders information returns with respect to
income relating to their share of Excess Interest and (ii) to the Class LR
Certificateholders, Schedule Q to Form 1066 with respect to each Loan REMIC and
the Lower-Tier REMIC and such other information as may be required pursuant to
the REMIC Provisions, and shall file or cause to be filed with the Internal
Revenue Service, such information returns, schedules and other information,
together with Form 1041 or such other form as may be applicable, at the time or
times and in the manner required by the Code.


                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Class A-X, Class A-CP Class E, Class F, Class G, Class H,
Class J Certificates and the Class LM Participation Certificates will be offered
only to Qualified Institutional Buyers and Non-U.S. Persons. The Class K, Class
L, Class M and Class N Certificates will be offered only to QIBs. The Class O
Certificates will be offered only to Qualified Institutional Buyers and
Institutional Accredited Investors. Interests in the Class A-X, Class A-CP,
Class E, Class F, Class G, Class H, Class J Certificates and Class LM
Participation Certificates will be offered in the form of beneficial interests
in restricted global certificates in definitive, fully registered form without
interest coupons, deposited with the Trustee, as custodian for DTC, and
registered in the name of Cede & Co. ("Cede"), DTC's nominee. The Class K, Class
L, Class M, Class N and Class O Certificates will be offered in fully
registered, certificated form.

            Class A-X, Class A-CP, Class E, Class F, Class G, Class H, Class J
Certificates and the Class LM Participation Certificates sold in reliance on
Regulation S under the Securities Act will be represented by one or more Private
Global Certificates (each, a "Regulation S Global Certificate"). Beneficial
interests in a Regulation S Global Certificate may be held only through
Euroclear or Clearstream at any time and may not be held by a U.S. Person at any
time.

            (b) The Certificates shall be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-10. The Certificates
shall be issuable in registered form only; provided, however, that in accordance
with Section 5.03, beneficial ownership interests in the Regular Certificates
(other than the Private Definitive Certificates) shall initially be held and
transferred through the book-entry facilities of the Depository. The Class V,
Class R and Class LR Certificates, and all Private Definitive Certificates,
shall be issuable as Definitive Certificates. Each Certificate shall share
ratably in all rights of the related Class.

            The Class A-X and Class A-CP Certificates shall be issuable only in
Denominations of authorized initial Notional Balance of not less than $100,000
and integral multiples of $1 in excess thereof. The Class O Certificates shall
be issuable only in Denominations of authorized initial Certificate Balance of
not less than $100,000 and integral multiples of $1 in excess thereof. The
Public Certificates will be issuable only in Denominations of authorized initial
Certificate Balance of not less than $10,000 and integral multiples of $1 in
excess thereof. The Private Certificates (other than the Class A-X, Class A-CP
and Class O Certificates) will be issuable only in Denominations of authorized
initial Certificate Balance of not less than $25,000 and integral multiples of
$1 in excess thereof. The Class V, Class R and Class LR Certificates will be
issuable only as one or more Definitive Certificates in Denominations
representing Percentage Interests of not less than 15%.

            With respect to any Certificate or any beneficial interest in a
Certificate, the "Denomination" thereof shall be (i) the amount set forth on the
face thereof or on a schedule attached thereto, (ii) in the case of any
beneficial interest in a Book-Entry Certificate, the interest of the related
Certificate Owner in the applicable Class of Certificates as reflected on the
books and records of the Depository or related Depository Participants, as
applicable, (iii) expressed in terms of initial Certificate Balance or initial
Notional Balance, as applicable, and (iv) in an authorized Denomination, as set
forth above. The Book-Entry Certificates will be issued as one or more
certificates registered in the name of a nominee designated by the Depository,
and Certificate Owners will hold interests in the Book-Entry Certificates
through the book-entry facilities of the Depository in the minimum Denominations
and aggregate Denominations as set forth above.

            The Holder of a Class A-X, Class A-CP, Class E, Class F, Class G,
Class H, Class J Certificate or a Class LM Participation Certificate represented
by a Private Definitive Certificate shall be entitled to exchange such
Certificate for an interest in a Private Global Certificate, in accordance with
the procedures described in Section 5.03(h). A Certificate Owner of a Private
Global Certificate shall be entitled to receive a Definitive Certificate
representing its interest in such Certificate in accordance with the procedures
described in Section 5.03(c). No Certificate Owner of a Public Certificate of
any Class shall be entitled to receive a Definitive Certificate representing its
interest in such Class, except as provided in Section 5.03(d). Unless and until
Definitive Certificates are issued in respect of a Class of Public Certificates,
or in substitution for a Certificate that is a Private Global Certificate,
beneficial ownership interests in such Class of Certificates, or in such Private
Global Certificate, shall be maintained and transferred on the book-entry
records of the Depository and Depository Participants, and all references to
actions by Holders of such Class of Certificates, or Holders of such Private
Global Certificates, shall be references to actions taken by the Depository upon
instructions received from the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository's
procedures and, except as otherwise set forth herein, all references herein to
payments, notices, reports and statements to Holders of such Class of
Certificates, or Holders of Private Global Certificates, shall be references to
payments, notices, reports and statements to the Depository or its nominee as
the registered Holder thereof, for distribution to the related registered
Holders of Certificates through the Depository Participants in accordance with
the Depository's procedures.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized signatories of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Trustee is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If the
Authenticating Agent resigns or is terminated, the Trustee shall appoint a
successor Authenticating Agent which may be the Trustee or an Affiliate thereof.

            (d) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            (e) If the Trust Fund ceases to be subject to Section 13 or 15(d) of
the Exchange Act, the Trustee shall make available to each Holder of a Class R
or Class LR Certificate, upon request of such a Holder, information
substantially equivalent in scope to the information currently filed by the
Trustee with the Commission pursuant to the Exchange Act, plus such additional
information required to be provided for securities qualifying for resales under
Rule 144A under the Act.

            For so long as the Class R or Class LR Certificates remain
outstanding, neither the Depositor nor the Trustee nor the Certificate Registrar
shall take any action which would cause the Trust Fund to fail to be subject to
Section 15(d) of the Exchange Act.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed Certificate Registrar for the purpose
of registering Certificates and transfers and exchanges of Certificates as
herein provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Special Servicer and the Servicer,
any other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment.

            If Wells Fargo Bank Minnesota, N.A., resigns as Trustee, the entity
succeeding Wells Fargo Bank Minnesota, N.A., as Trustee shall immediately
succeed to its predecessor's duties as Certificate Registrar. The Depositor, the
Trustee, the Servicer and the Special Servicer shall have the right to inspect
the Certificate Register or to obtain a copy thereof at all reasonable times,
and to rely conclusively upon a certificate of the Certificate Registrar as to
the information set forth in the Certificate Register. The names and addresses
of all Certificateholders and the names and addresses of the transferees of any
Certificates shall be registered in the Certificate Register; provided, however,
in no event shall the Certificate Registrar be required to maintain in the
Certificate Register the names of Certificate Owners. In addition, upon the
request of the Depositor, the Servicer or the Special Servicer (and at such
requesting party's expense), the Trustee shall acquire from DTC (which request
may be made to the proxy unit of DTC's reorganization department) a Security
Position Listing and deliver a copy of such Security Position Listing to such
requesting party.

            The Person in whose name any Certificate is so registered shall be
deemed and treated as the sole owner and Holder thereof for all purposes of this
Agreement and the Certificate Registrar, the Servicer, the Trustee, the Special
Servicer and any agent of any of them shall not be affected by any notice or
knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at the Corporate Trust Office (the "Registrar Office") together with
an assignment and transfer (executed by the Holder or his duly authorized
attorney).

            Subject to the requirements of this Section 5.02, the Certificate
Registrar shall execute and authenticate in the name of the designated
transferee or transferees, in the case of a Definitive Certificate being
surrendered in exchange for one or more new Definitive Certificates, one or more
new Certificates in Denominations equal in the aggregate to the Denomination of
the Definitive Certificate being surrendered. Such new Certificates shall be
delivered by the Certificate Registrar in accordance with Section 5.02(h).

            Each Certificate surrendered for registration of transfer shall be
canceled, and the Certificate Registrar shall hold such canceled Certificate in
accordance with its standard procedures.

            (b) No transfer of any Private Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) of a Private Certificate is to be made in reliance upon an
exemption from the Securities Act, and under the applicable state securities
laws, then either:

            (i) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-1 attached hereto (a "QIB
      Investment Representation Letter"), which shall certify, among other
      things, that the transferee is a "qualified institutional buyer" as
      defined in Rule 144A under the Securities Act (a "Qualified Institutional
      Buyer"); or

            (ii) with respect to the Class A-X, Class A-CP, Class E, Class F,
      Class G, Class H and Class J Certificates and the Class LM Participation
      Certificates only, the Certificate Registrar shall require the transferee
      to deliver to the Certificate Registrar an investment representation
      letter substantially in the form of Exhibit C-2 attached hereto (a
      "Regulation S Investment Representation Letter"), which will certify,
      among other things, that the transferee is not a "U.S. Person" within the
      meaning of Regulation S under the Securities Act; or

            (iii) with respect to the Class O Certificates only, the Certificate
      Registrar shall require the transferee to deliver to the Certificate
      Registrar an investment representation letter substantially in the form of
      Exhibit C-3 attached hereto, which shall certify, among other things, that
      the transferee is an institutional "accredited investor" as defined in
      Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in
      which all the equity owners satisfy such requirements (an "Institutional
      Accredited Investor") and is acquiring such Private Certificate for
      investment, either for its own account (and not for the account of others)
      or as a fiduciary or agent for others (which others also are Accredited
      Investors), and not with a view to, or for offer or sale in connection
      with, the public distribution thereof.

            If the certification described in the preceding clause (i), (ii) or
(iii) cannot be provided, (a) the Certificate Registrar shall require an Opinion
of Counsel reasonably satisfactory to the Certificate Registrar and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from registration or
qualification under the Securities Act, applicable state securities laws and
other relevant laws, which Opinion of Counsel shall not be at the expense of the
Trust Fund, the Certificate Registrar, the Depositor or the Trustee and (b) the
Certificate Registrar shall require the transferor (other than the initial
Purchasers, in connection with their initial transfer of the Certificate being
transferred) to execute a certification in form and substance satisfactory to
the Certificate Registrar setting forth the facts surrounding such transfer;
provided, however, that a transfer of a Private Certificate of any such Class
may be made to a trust if the transferor provides to the Certificate Registrar
and to the Trustee a certification that interests in such trust may only be
transferred subject to requirements substantially to the effect set forth in
this Section 5.02.

            The Trustee shall furnish, or cause to be furnished, upon the
request of any Holder of a Private Certificate, any such information in the
Trustee's possession as is specified in paragraph (d)(4) of Rule 144A with
respect to the Trust Fund, unless, at the time of such request, the entity with
respect to which such information is to be provided is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. The Servicer will be
required to furnish to the Trustee, upon request, any such information in the
possession of the Servicer. None of the Depositor, the Trustee, the Servicer,
the Special Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Private Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under this Agreement
to permit the transfer of any Private Certificate without registration or
qualification. Any Holder of a Private Certificate desiring to effect such a
transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee,
the Servicer, the Special Servicer and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Unless the Certificate Registrar
determines otherwise in accordance with applicable law and the rules and
procedures of, or applicable to, the Depository (the "Depository Rules"),
transfers of a beneficial interest Private Global Certificate that is not rated
in one of the top four rating categories by a nationally recognized statistical
rating organization may be effectuated only by means of an "SRO Rule 144A
System" approved for such purpose by the Commission.

            No Class V Certificate may be transferred to an Ineligible Class V
Owner.

            (c) (i) Unless (with respect to the first two paragraphs) a Class of
Private Global Certificates has been registered under the Securities Act, each
Certificate of such Class shall bear a legend substantially to the following
effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) TO
            A PERSON WHO IS NOT A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER
            THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
            THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
            OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
            TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER
            IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
            THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
            HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
            REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
            SUCH HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED TO
            NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
            RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
            TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION
            LETTER SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND
            SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION
            OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
            WITHIN THE MEANING OF RULE 144A AND IT IS A U.S. PERSON WITHIN THE
            MEANING OF RULE 902 UNDER REGULATION S.

            WITH RESPECT TO THE CLASS H AND CLASS J CERTIFICATES AND CLASS LM
            PARTICIPATION CERTIFCTAES ONLY: THIS CERTIFICATE SHOULD NOT BE
            PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR
            OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
            ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
            THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY
            ESSENTIALLY SIMILAR FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW")
            (EACH A "PLAN"), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH
            PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE
            ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
            ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF
            PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING
            THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
            THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
            PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH
            INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA,
            SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION
            UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
            DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO
            DELIVER A LETTER IN THE FORM SET FORTH IN THE POOLING AND SERVICING
            AGREEMENT TO SUCH EFFECT OR (II) IN THE EVENT THE TRANSFEREE IS SUCH
            AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE
            AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
            TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY OR ON
            BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
            BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
            RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
            PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE
            OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
            406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
            SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR THE
            TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
            BENEFICIAL INTEREST IN THIS CERTIFICATE SHALL BE DEEMED TO REPRESENT
            THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
            USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN
            INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
            CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF
            THIS CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR
            RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406
            OR 407 OF ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (d) (i) Unless (with respect to the first two paragraphs) a Class of
Private Definitive Certificates has been registered under the Securities Act,
each Certificate of such Class shall bear a legend substantially to the
following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN
            MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
            OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
            UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
            REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (C)
            PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
            REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING
            CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
            TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
            LAST PAGE OF THIS CERTIFICATE.

            WITH RESPECT TO THE CLASS V CERTIFICATES ONLY: THE HOLDER OF THIS
            CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
            OTHERWISE TRANSFER SUCH CERTIFICATE TO ANY PERSON THAT IS AN
            "INELIGIBLE CLASS V OWNER" (AS DEFINED IN THE POOLING AND SERVICING
            AGREEMENT).

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
            THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
            HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
            REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
            SUCH HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED TO
            NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
            RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
            TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION
            LETTER SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND
            SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION
            OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
            WITHIN THE MEANING OF RULE 144A.

            [OTHER THAN WITH RESPECT TO ANY CLASS E, CLASS F OR CLASS G
            CERTIFICATE] THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A
            TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
            ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH
            PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
            ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
            REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY
            SIMILAR FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A
            "PLAN"), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE
            INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR
            GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED
            PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR
            OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
            OF ANY SUCH PLAN, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V
            CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE COMPANY
            USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY
            SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH
            INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA,
            SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION
            UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
            DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO
            DELIVER A LETTER IN THE FORM SET FORTH IN THE POOLING AND SERVICING
            AGREEMENT TO SUCH EFFECT OR (II) IN THE EVENT THE TRANSFEREE IS SUCH
            AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, EXCEPT IN THE CASE OF A
            CLASS V CERTIFICATE OR RESIDUAL CERTIFICATE, WHICH MAY NOT BE
            TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS IT IS NOT SUCH AN
            ENTITY, SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND
            SUBSTANCE SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING
            OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE
            ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" AND
            SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE
            PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE OR SIMILAR
            LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
            WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF
            THE CODE, AND WILL NOT SUBJECT THE SERVICER, THE SPECIAL SERVICER,
            THE DEPOSITOR, THE TRUSTEE OR THE TRUSTEE TO ANY OBLIGATION OR
            LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN AN OFFERED
            PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
            PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF
            ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN, EXCEPT IN THE CASE OF
            THE CLASS V CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE
            COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES
            WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
            BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A
            PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
            ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (e) With respect to any ERISA Restricted Certificate, Class V
Certificate or a Residual Certificate, no sale, transfer, pledge or other
disposition by any Holder of any such Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation letter
from the proposed purchaser or transferee of such Certificate to the effect that
such proposed purchaser or transferee is not (a) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or Section 4975 of
the Code, or a governmental plan (as defined in Section 3(32) of ERISA) subject
to any federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a
"Plan") or (b) a person acting on behalf of or using the assets of any such Plan
(including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulation ss. 2510.3-101), other than (except in the case of a Class V
Certificate or Residual Certificate) an insurance company using the assets of
its general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be eligible for the exemptive
relief from the prohibited transaction provisions of ERISA and Section 4975 of
the Code that is available under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (it being understood that delivery of a representation
letter containing a representation substantially in the form of paragraph 8 of
Exhibit C attached hereto shall satisfy the requirement of this Section
5.02(d)(i)), or (ii) (except in the case of a Class V Certificate) if such
Certificate is presented for registration in the name of a purchaser or
transferee that is any of the foregoing, an Opinion of Counsel in form and
substance satisfactory to the Trustee, the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a non-exempt
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law
and will not subject the Trustee, the Certificate Registrar, the Servicer, the
Special Servicer, the Underwriters, the Initial Purchasers or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any Similar Law) in addition to those set forth in
the Agreement.

            The Certificate Registrar shall not register the sale, transfer,
pledge or other disposition of any such Certificate unless the Certificate
Registrar has received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be
borne by any of the Depositor, the Servicer, the Special Servicer, the
Certificate Registrar, the Trustee and the Trust Fund. Each Certificate Owner of
an ERISA Restricted Certificate, a Class V Certificate and a Residual
Certificate shall be deemed to represent that it is not a Person specified in
clauses (i)(a), or (b) above. Any transfer, sale, pledge or other disposition of
any such Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would
otherwise violate the provisions of this Section 5.02(e) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable
law.

            (f) Notwithstanding any provision to the contrary herein, so long as
a Private Global Certificate remains outstanding and is held by or on behalf of
DTC, transfers of a Private Global Certificate, in whole or in part, shall only
be made in accordance with this Article V.

            (i) Regulation S Global Certificate to Rule 144A Global Certificate.
      If a holder of a beneficial interest in a Regulation S Global Certificate
      deposited with DTC wishes at any time to transfer its interest in such
      Regulation S Global Certificate to a Person who wishes to take delivery
      thereof in the form of a Rule 144A Global Certificate, such holder may,
      subject to the rules and procedures of Euroclear, Clearstream or DTC, as
      the case may be, exchange or cause the exchange of such interest for an
      equivalent beneficial interest in a Rule 144A Global Certificate. Upon
      receipt by the Trustee, as custodian for DTC, of (A) instructions from
      Euroclear, Clearstream or DTC, as the case may be, directing the Trustee,
      as such custodian, to cause to be issued a Rule 144A Global Certificate in
      an amount equal to the beneficial interest in such Regulation S Global
      Certificate, but not less than the minimum denomination applicable to such
      holder's Certificates to be exchanged, and (B) a certificate in the form
      of Exhibit C-1 attached hereto given by the holder of such beneficial
      interest and stating, among other things, that the Person transferring
      such beneficial interest in such Regulation S Global Certificate
      reasonably believes that the Person acquiring such interest in a Rule 144A
      Global Certificate is a qualified institutional buyer within the meaning
      of Rule 144A, is obtaining such beneficial interest in a transaction
      meeting the requirements of Rule 144A and in accordance with any
      applicable Securities laws of any State of the United States or any other
      applicable jurisdiction and that such Person acquiring such Rule 144A
      Global Certificate is a "U.S. person" as defined in Regulation S under the
      Securities Act, then Euroclear or Clearstream or the Trustee, as custodian
      for DTC, as the case may be, will instruct the Trustee, as custodian for
      DTC, to reduce the Regulation S Global Certificate by the aggregate
      principal amount of the Rule 144A Global Certificate to be transferred and
      the Trustee, as such custodian, shall authenticate and deliver such Rule
      144A Global Certificate, concurrently with such reduction, to the Person
      specified in such instructions with an outstanding principal amount equal
      to the reduction in the principal amount of the Regulation S Global
      Certificate.

            (ii) Rule 144A Global Certificate to Regulation S Global
      Certificate. If a holder of a beneficial interest in one or more Rule 144A
      Global Certificates wishes at any time to exchange its interest in such
      Rule 144A Global Certificate for an interest in a Regulation S Global
      Certificate, or to transfer its interest in such Rule 144A Global
      Certificate to a Person who wishes to take delivery thereof in the form of
      an interest in a Regulation S Global Certificate, such holder, provided
      such holder is not a U.S. Person, may exchange or cause the exchange of
      such interest for an equivalent beneficial interest in a Regulation S
      Global Certificate. Upon receipt by the Trustee, as custodian for DTC, of
      (A) such Rule 144A Global Certificate properly endorsed for such transfer
      and written instructions from such holder directing the Trustee, as such
      custodian, to cause to be credited a beneficial interest in a Regulation S
      Global Certificate in an amount equal to the beneficial interest in the
      Rule 144A Global Certificate, but not less than the minimum denomination
      applicable to such holder's Certificates held through a Regulation S
      Global Certificate, to be exchanged, (B) a written order containing
      information regarding the Euroclear or Clearstream account to be credited
      with such increase and (C) a certificate in the form of Exhibit C-2
      attached hereto given by the holder of such beneficial interest stating
      that the exchange or transfer of such interest has been made in compliance
      with the transfer restrictions applicable to the Private Global
      Certificates, including that the holder is not a U.S. Person, and pursuant
      to and in accordance with Regulation S under the Securities Act, the
      Trustee, as custodian for DTC, shall record the transfer in the Registrar
      Office and shall increase the principal amount of the Regulation S Global
      Certificate by the outstanding principal amount of the beneficial interest
      in the Rule 144A Global Certificate to be exchanged, and to credit, or
      cause to be credited to the account of the Person specified in such
      instructions, a beneficial interest in the Regulation S Global Certificate
      equal to the amount specified in the instructions received pursuant to
      clause (i) above.

            (g) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) No Person holding or acquiring any Ownership Interest in a
            Residual Certificate shall be a Disqualified Organization or agent
            thereof (including a nominee, middleman or similar person) (an
            "Agent"), a Plan or a Person acting on behalf of or investing the
            assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
            or a Non-U.S. Person and shall promptly notify the Servicer, the
            Special Servicer, the Trustee and the Certificate Registrar of any
            change or impending change to such status;

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, that such Transferee is not a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, and that it has reviewed the provisions
            of this Section 5.02(g) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (B) above, if a Responsible Officer
            of the Certificate Registrar has actual knowledge that the proposed
            Transferee is a Disqualified Organization or Agent thereof, an ERISA
            Prohibited Holder or a Non-U.S. Person, no Transfer of an Ownership
            Interest in a Residual Certificate to such proposed Transferee shall
            be effected;

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit from any prospective Transferee to whom such Person
            attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person and that (if the Transferor is not a U.S. Person)
            such transfer does not have the effect of allowing the Transferor to
            avoid tax on accrued excess inclusions; and

                  (E) In addition, the Certificate Registrar may as a condition
            of the registration of any such transfer require the transferor to
            furnish such other certifications, legal opinions or other
            information (at the transferor's expense) as it may reasonably
            require to confirm that the proposed transfer is being made pursuant
            to an exemption from, or in a transaction not subject to, the
            registration requirements of the Securities Act and other applicable
            laws.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(g), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(g) shall be restored,
      to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Servicer, the Special Servicer, the
      Authenticating Agent and the Certificate Registrar shall be under any
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by this Section 5.02(g) or for
      making any payments due on such Certificate to the Holder thereof or for
      taking any other action with respect to such Holder under the provisions
      of this Agreement.

            (iii) The Servicer shall make available to the Internal Revenue
      Service and those Persons specified by the REMIC Provisions, upon written
      request of the Trustee, all information in its possession and necessary to
      compute any tax imposed as a result of the Transfer of an Ownership
      Interest in a Residual Certificate to any Person who is a Disqualified
      Organization or Agent thereof, including the information described in
      Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
      respect to the "excess inclusions" of such Residual Certificate.

            (h) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange.

            Following a proper request for transfer or exchange, the Certificate
Registrar shall, within five Business Days of such request if made at such
Registrar Office, or within 10 Business Days if made at the office of a transfer
agent (other than the Certificate Registrar), execute and deliver at such
Registrar Office or at the office of such transfer agent, as the case may be, to
the transferee (in the case of transfer) or Holder (in the case of exchange) or
send by first-class mail (at the risk of the transferee in the case of transfer
or Holder in the case of exchange) to such address as the transferee or Holder,
as applicable, may request in writing, a Definitive Certificate or Certificates,
as the case may require, for a like aggregate Denomination and in such
Denomination or Denominations as may be requested. The Certificate Registrar may
decline to accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.

            (i) If a Responsible Officer of the Certificate Registrar becomes
aware that a beneficial interest in a Private Global Certificate is being held
by or for the benefit of a Person who is not an Eligible Investor, or that a
Private Definitive Certificate is being held by or for the benefit of a Person
who is not an Eligible Investor or an Institutional Accredited Investor, or
that, in either case, such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right, but not the
obligation, to void such transfer, if permitted under applicable law, or to
require the investor to sell (x) such Private Global Certificate to an Eligible
Investor or (y) the beneficial interest in such Private Definitive Certificate
to an Eligible Investor or an Institutional Accredited Investor, within 14 days
after notice of such determination, and each Certificateholder by its acceptance
of a Certificate authorizes the Certificate Registrar to take such action.

            (j) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer and the Depositor of the transfer of any
Private Definitive Certificate. The Certificate Owner of a Private Definitive
Certificate that wishes to receive the information described in Section 3.28(c)
shall provide notice to the Trustee, the Servicer, the Special Servicer and the
Depositor of the transfer of any beneficial ownership in such Private Definitive
Certificate and of the address to which such information should be sent. Upon
the written request of the Trustee, the Servicer, the Special Servicer or the
Depositor, the Certificate Registrar shall provide each such Person with an
updated copy of the Certificate Register at the expense of the requesting party.

            (k) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02. With respect to any transfer or
exchange of any Certificate, the Certificate Registrar may require payment by
each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.

            (l) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.

            (m) Any representation letter, certificate, legal opinion or other
document required to be delivered to the Certificate Registrar pursuant to this
Section 5.02 with respect to transfers of any Class of Private Certificates
shall not be required to be delivered with respect to the initial transfer of
the Class K, Class L, Class M, Class N and Class O Certificates by the Initial
Purchasers to Delaware Securities Holdings Inc.

            Section 5.03 Book-Entry Certificates.

            (a) The Regular Certificates (except, the Class K, Class L, Class M,
Class N and Class O Certificates) initially shall be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in subsection (c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, in the case of the
Public Certificates (except as provided in subsection (c) below), shall not be
entitled to Definitive Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent only in accordance with the
Depository's normal procedures. Neither the Trustee nor the Certificate
Registrar shall have any responsibility to monitor or restrict the transfer of
any ownership interest in a Book-Entry Certificate transferable through the
book-entry facilities of the Depository.

            (b) The Trustee, the Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) Upon the request of any Certificate Owner of Private Global
Certificates, or the transferee of such Certificate Owner, that its interest in
such Private Global Certificates be exchanged for Private Definitive
Certificates, such Certificate Owner or transferee, upon presentation of
appropriate documentation to the Trustee as required by this Article V and
subject to the rules and procedures of the Depositary, shall be entitled to be
issued one or more Private Definitive Certificates in denominations authorized
pursuant to Section 5.01(b) equal in the aggregate to the Denomination of such
interest in such Private Global Certificates.

            (d) If (A)(1) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates and (2) the Depositor is unable to locate a qualified successor, or
(B) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to some or all of the Classes, or (C) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(f), the Trustee shall notify the affected Certificate
Owners, through the Depository with respect to all Classes, any Class or any
portion of any Class of the Certificates, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same.

            Upon surrender to the Certificate Registrar of the Book-Entry
Certificates by the Depository or any custodian acting on behalf of the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Registrar shall execute, authenticate
and deliver, within five Business Days of such request if made at the Registrar
Office, or within ten Business Days if made at the office of a transfer agent
(other than the Certificate Registrar), the Definitive Certificates to the
Certificate Owners identified in such instructions. None of the Depositor, the
Servicer, the Trustee, the Special Servicer and the Certificate Registrar shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates for purposes of evidencing ownership of any
Class of Certificates, the registered Holders of such Definitive Certificates
shall be recognized as Certificateholders hereunder and, accordingly, shall be
entitled directly to receive payments on, to exercise Voting Rights with respect
to, and to transfer and exchange such Definitive Certificates.

            For purposes of any provision of this Pooling and Servicing
Agreement requiring or permitting actions with the consent of, or at the
direction of, Holders of Certificates evidencing a specified percentage of the
Voting Rights, such consent or direction may be given by a combination of
Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates, and Certificateholders owning
Definitive Certificates, evidencing in the aggregate such specified percentage
of the Voting Rights.

            (e) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
            OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
            THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
            EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
            NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
            AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
            CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
            VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
            REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (f) If the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate
for the Trustee to obtain possession of all or any portion of the Certificates
evidenced by Book-Entry Certificates, the Trustee may in its sole discretion
determine that such Certificates shall no longer be represented by such
Book-Entry Certificates. In such event, the Certificate Registrar will execute,
authenticate and deliver, in exchange for such Book-Entry Certificates,
Definitive Certificates in a Denomination equal to the aggregate Denomination of
such Book-Entry Certificates to the party so requesting such Definitive
Certificates. In such event, the Trustee shall notify the affected Certificate
Owners and make appropriate arrangements for the effectuation of the purpose of
this clause.

            (g) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (h) If a Holder of a Definitive Certificate (other than a Class K,
Class L, Class M, Class N or Class O Certificate) wishes at any time to transfer
such Certificate to a Person who wishes to take delivery thereof in the form of
a beneficial interest in the Book-Entry Certificate, such transfer may be
effected only in accordance with Depository Rules and this Section 5.03(h). Upon
receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interests (iv) if the affected Certificate is a Private
Certificate, a QIB Investment Representation Letter (or, if the affected
Certificate is a Class H or Class J Certificate or Class LM Participation
Certificate, a Regulation S Investment Representation Letter), the Certificate
Registrar shall cancel such Definitive Certificate, execute and deliver a new
Definitive Certificate for the Denomination of the Definitive Certificate not so
transferred, registered in the name of the Holder or the Holder's transferee (as
instructed by the Holder), and the Certificate Registrar shall instruct the
Depository or the custodian holding such Book-Entry Certificate on behalf of the
Depository to increase the Denomination of the related Book-Entry Certificate by
the Denomination of the Definitive Certificate to be so transferred, and to
credit or cause to be credited to the account of the Person specified in such
instructions a corresponding Denomination of such Book-Entry Certificate.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute
and authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
of like Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05 Persons Deemed Owners.

            Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, except as and to the extent provided in the
definition of "Certificateholder," and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Certificate Registrar and any agent of any of
them shall be affected by notice to the contrary except as provided in Section
5.03(d).

            Section 5.06 Access to Certificateholders' Names and Addresses.

            (a) If any Certificateholder, the Special Servicer or the Servicer
(for purposes of this Section 5.06, an "Applicant") applies in writing to the
Certificate Registrar, and such application states that the Applicant desires to
communicate with other Certificateholders, the Certificate Registrar shall
furnish or cause to be furnished to such Applicant a list of the names and
addresses of the Certificateholders as of the most recent Record Date, at the
expense of the Applicant, in the case of any Certificateholder and the expense
of the Trust Fund in the case of the Servicer or the Special Servicer.

            (b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee and the Certificate Registrar that the
Trustee and the Certificate Registrar shall not be held accountable in any way
by reason of the disclosure of any information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.

            (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.


                                   ARTICLE VI

                               THE DEPOSITOR, THE
                        SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Servicer and the
Special Servicer.

            The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Servicer or the Special Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Loans and to perform its respective duties under this
Agreement.

            (b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Servicer or the Special Servicer shall be a party, or
any Person succeeding to the business of the Depositor, the Servicer or the
Special Servicer, shall be the successor of the Depositor, the Servicer and the
Special Servicer, as the case may be, hereunder, without the execution or filing
of any paper (other than an assumption agreement wherein the successor shall
agree to perform the obligations of and serve as the Depositor, the Servicer or
the Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that such merger,
consolidation or succession will not or has not resulted in a withdrawal,
downgrading or qualification of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).

            Section 6.03 Limitation on Liability of the Trustee, the Depositor,
the Servicer, the Special Servicer and Others.

            (a) None of the Depositor, the Trustee, the Servicer, the Special
Servicer nor any of the Affiliates, directors, partners, members, managers,
shareholders, officers, employees or agents of any of them shall be under any
liability to the Trust Fund, the Underwriters, the parties hereto, the
Certificateholders or any other Person for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Trustee, the Servicer or the Special Servicer against any breach
of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Servicer, the Special Servicer, the
Trustee and any director, officer, employee or agent of the Depositor, the
Trustee, the Servicer or the Special Servicer may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder.

            The Depositor, the Servicer, the Special Servicer, the Trustee and
any Affiliate, director, shareholder, member, partner, manager, officer,
employee or agent of any of the foregoing shall be indemnified and held harmless
by the Trust Fund against any loss, liability or expense incurred in connection
with or relating to this Agreement, the Loans or the Certificates, other than
any loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a
representation or warranty made by it herein; (iii) incurred by reason of bad
faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or
duties or (iv) in the case of the Depositor and any of its directors, officers,
employees and agents, incurred in connection with any violation by any of them
of any state or federal securities law.

            (b) None of the Depositor, the Trustee, the Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action, proceeding, hearing or examination that is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Servicer, the Special Servicer or the Trustee may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts attributable to the Loans on deposit in the
Collection Account as provided by Section 3.05(a).

            (c) Each of the Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee, and hold it harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement or by reason of negligent
disregard by the Servicer or the Special Servicer, as the case may be, of its
duties and obligations hereunder or by reason of breach of any representations
or warranties made by it herein. The Servicer and the Special Servicer may
consult with counsel, and any written advice or Opinion of Counsel shall be full
and complete authorization and protection with respect to any action taken or
suffered or omitted by it hereunder in good faith in accordance with the
Servicing Standard and in accordance with such advice or Opinion of Counsel
relating to (i) tax matters, (ii) any amendment of this Agreement under Article
X, (iii) the defeasance of any Defeasance Loan or (iv) any matter involving
legal proceeding with a Borrower.

            The Trustee shall immediately notify the Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to
this Agreement or the Loans entitling the Trust Fund to indemnification
hereunder, whereupon the Servicer or Special Servicer, as the case may be, shall
assume the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Servicer or Special Servicer, as the case may be, shall
not affect any rights of the Trust Fund may have to indemnification under this
Agreement or otherwise, unless the Servicer's or Special Servicer's, as the case
may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the Servicer and the Special Servicer.

            The Depositor agrees to indemnify the Servicer, the Special Servicer
and the Trustee and any Affiliate, director, officer, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related out-of-pocket costs,
judgments, and any other out-of-pocket costs, liabilities, fees and expenses
that any of them may sustain arising from or as a result of any breach of
representations and warranties or failure in the performance of the Depositor's
obligations and duties under this Agreement. The Servicer and the Special
Servicer shall immediately notify the Depositor if a claim is made by a third
party with respect to this Agreement or the Loans entitling it to
indemnification hereunder, whereupon the Depositor shall assume the defense of
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights any of the foregoing Persons may have
to indemnification under this Agreement or otherwise, unless the Depositor's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement.

            The Trustee agrees to indemnify the Servicer, the Special Servicer
and the Depositor and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the Trustee's
obligations and duties under this Agreement. The Depositor, Servicer or the
Special Servicer shall immediately notify the Trustee if a claim is made by a
third party with respect to this Agreement or the Loans entitling it to
indemnification hereunder, whereupon the Trustee shall assume the defense of
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Trustee shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Trustee's defense
of such claim is materially prejudiced thereby. The indemnification provided
herein shall survive the termination of this Agreement.

            Section 6.04 Servicer and Special Servicer Not to Resign.

            Subject to the provisions of Section 6.02, none of the Servicer and
the Special Servicer shall resign from their respective obligations and duties
hereby imposed on each of them except upon (a) a determination that such party's
duties hereunder are no longer permissible under applicable law or (b) in the
case of the Servicer or Special Servicer, upon the appointment of, and the
acceptance of such appointment by, a successor Servicer or Special Servicer, as
applicable and receipt by the Trustee of written confirmation from each
applicable Rating Agency that such resignation and appointment will not cause
such Rating Agency to downgrade, withdraw or qualify any of then-current ratings
assigned by such Rating Agency to any Class of Certificates. Any such
determination permitting the resignation of the Servicer or the Special Servicer
pursuant to above clause (a) above shall be evidenced by an Opinion of Counsel
(the cost of which, together with any other expenses of such resignation, shall
be at the expense of the resigning party) to such effect delivered to the
Trustee. No such resignation by the Servicer or the Special Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's or Special Servicer's, as applicable, responsibilities and
obligations in accordance with Section 7.02.

            Section 6.05 Rights of the Depositor in Respect of the Servicer and
the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.


                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default; Servicer and Special Servicer
Termination.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Servicer to make (x) any remittance
      (including a P&I Advance) required to be made by the Servicer to the
      Collection Account, Servicing Accounts, Excess Interest Distribution
      Account, Interest Reserve Account or either Distribution Account by 5:00
      p.m. New York City time on the Servicer Remittance Date, which is not
      cured by 11:00 a.m. New York City time on the related Distribution Date,
      provided, however, that if the Servicer fails to make any remittance so
      required, including any Advance, to be made by the Servicer on the
      Servicer Remittance Date (without regard to any grace period), the
      Servicer shall pay to the Trustee, for the account of the Trustee,
      interest on such late remittance at the Prime Rate from and including the
      Servicer Remittance Date to but excluding the Distribution Date or (y) any
      Servicing Advance when required to be made pursuant to this Agreement,
      which failure to make a Servicing Advance remains uncured for a period of
      three Business Days (unless such Servicing Advance is required to prevent
      the lapse of an Insurance Policy or a tax foreclosure in which case there
      shall be no cure period); or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Servicer for deposit into, or the Servicer to make a required
      deposit into the Collection Account or the REO Account, or to deposit
      into, or to remit to the Trustee for deposit into, the Lower-Tier
      Distribution Account any amount required to be so deposited or remitted by
      the Servicer or the Special Servicer, as the case may be, pursuant to the
      terms of this Agreement; or

            (iii) any failure on the part of the Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements on the part of the Servicer or the Special
      Servicer contained in this Agreement which continues unremedied for a
      period of 30 days (15 days in the case of a failure to pay the premium for
      any Insurance Policy required to be maintained hereunder) after the date
      on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer or the Special Servicer,
      as the case may be, by any other party hereto, or to the Servicer, the
      Special Servicer, the Depositor and the Trustee by the Holders of
      Certificates of any Class evidencing, as to such Class, Percentage
      Interests aggregating not less than 25%; provided, however, that with
      respect to any such failure which is not curable within such 30-day period
      or 15-day period, as applicable, the Servicer or the Special Servicer, as
      the case may be, shall have an additional cure period of 30 days to effect
      such cure so long as the Servicer or the Special Servicer, as the case may
      be, has commenced to cure such failure within such initial 30-day period
      or 15-day period, as applicable, and has diligently pursued, and is
      continuing to pursue, a full cure; or

            (iv) any breach on the part of the Servicer or the Special Servicer
      of any representation or warranty contained in Section 3.23 or Section
      3.24, as applicable, which materially and adversely affects the interests
      of any Class of Certificateholders and which continues unremedied for a
      period of 30 days after the date on which notice of such breach, requiring
      the same to be remedied, shall have been given to the Servicer or the
      Special Servicer, as the case may be, by the Depositor or the Trustee, or
      to the Servicer, the Special Servicer, the Depositor and the Trustee by
      the Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%; or

            (v) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Servicer or the Special Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 days; or

            (vi) the Servicer or the Special Servicer shall consent to the
      appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Servicer or the Special Servicer or of or relating to all or substantially
      all of its property; or

            (vii) the Servicer or the Special Servicer shall admit in writing
      its inability to pay its debts generally as they become due, file a
      petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) the Trustee shall have received and forwarded to the Servicer
      and the Special Servicer, as applicable, written notice from Fitch that
      the continuation of the Servicer or Special Servicer in such capacity, has
      resulted, or would result, in and of itself, in a downgrade, qualification
      or withdrawal of any rating then-assigned to any Class of Certificates by
      such Rating Agency if the Servicer or Special Servicer, as the case may
      be, is not replaced, and the Trustee shall not have received subsequent
      notice from such Rating Agency (within 30 days) indicating that no such
      downgrade, qualification or withdrawal will result (or that, if it has
      resulted, it will be rescinded);

            (ix) Fitch confirms in writing that the Servicer or Special Servicer
      is no longer rated "CMS3" and "CSS3," respectively, or better as such
      ratings pertain to both Servicer and Special Servicer; or

            (x) S&P confirms in writing that the Servicer or Special Servicer is
      no longer considered "approved" by S&P; provided that with respect to
      clauses (ix) and (x), there will be a 60 day cure period.

            (b) If any Event of Default with respect to the Servicer or Special
Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting
Party") shall occur and be continuing, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, the Trustee may, and
at the written direction of the Holders of Certificates entitled to at least 51%
of the Voting Rights, shall, terminate, by notice in writing to the Defaulting
Party (a "Termination Notice"), with a copy of such notice to the Depositor and
the Certificate Registrar, all of the rights and obligations of the Defaulting
Party under this Agreement and in and to the Loans and the proceeds thereof;
provided, however, that the Defaulting Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such
termination, as well as amounts due to it thereafter, if any, including with
respect to the Excess Servicing Strip and Primary Servicing Fees, as provided
for under this Agreement for services rendered and expenses incurred.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Loans or otherwise, shall pass to and be vested in the
Trustee pursuant to and under this Section, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at
the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Loans and related documents, or otherwise.

            The Servicer and Special Servicer each agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume the Servicer's or the Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Servicer's or the Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within five Business Days to the Trustee for administration by it of
all cash amounts which shall at the time be or should have been credited by the
Servicer to the Collection Account, or any Servicing Account (if it is the
Defaulting Party) or by the Special Servicer to the REO Account (if it is the
Defaulting Party) or thereafter be received with respect to the Loans or any REO
Property (provided, however, that the Servicer and Special Servicer each shall,
if terminated pursuant to this Section 7.01(b), continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the date of such termination, whether in respect of Advances (in the case of the
Servicer) or otherwise, as well as amounts due to it thereafter, if any, and it
and its directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such termination).

            (c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the Controlling Class shall be entitled to terminate the
rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Servicer, the Special
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of the Special Servicer will not, in and of itself, result in
a downgrading, withdrawal or qualification of the then-current ratings provided
by the Rating Agencies in respect to any Class of then outstanding Certificates
that is rated. No penalty or fee shall be payable to the Special Servicer with
respect to any termination pursuant to this Section 7.01(c). Any expenses of the
trust as a result of any termination pursuant to this Section 7.01(c) shall be
paid by the Holders who effected such termination.

            (d) The Servicer and Special Servicer shall, from time to time, take
all such actions as are required by them in order to maintain their respective
status as an approved servicer and special servicer, as applicable and as
pertains to this transaction, with each of the Rating Agencies.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to clause (a) of the first sentence of
Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b), and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to the Servicer or Special
Servicer, as the case may be, in all respects in its capacity as Servicer or
Special Servicer under this Agreement and the transactions set forth or provided
for herein and shall be subject to all the responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Servicer or Special Servicer by the terms and
provisions hereof; provided, however, that any failure to perform such duties or
responsibilities caused by the terminated party's failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a
default by such successor hereunder.

            The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer which may have arisen prior to its
termination as Servicer, and the appointment of a successor Special Servicer
shall not affect any liability of the predecessor Special Servicer which may
have arisen prior to its termination as Special Servicer. The Trustee in its
capacity as successor to the Servicer or the Special Servicer, as the case may
be, shall not be liable for any of the representations and warranties of the
Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Servicer or
Special Servicer or for any losses incurred by the Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Loan
hereunder.

            As compensation therefor, the Trustee as successor Servicer shall be
entitled to the Servicing Fees and all fees relating to the Loans which the
Servicer would have been entitled to if the Servicer had continued to act
hereunder (subject to Section 3.11(a) with respect to the Assignable Primary
Servicing Fee and the Excess Servicing Strip), including but not limited to any
income or other benefit from any Permitted Investment pursuant to Section 3.06,
and as successor to the Special Servicer shall be entitled to the Special
Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. Should the Trustee succeed to
the capacity of the Servicer or the Special Servicer, the Trustee shall be
afforded the same standard of care and liability as the Servicer or the Special
Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to
the contrary, but only with respect to actions taken by it in its role as
successor Servicer or successor Special Servicer, as the case may be, and not
with respect to its role as Trustee hereunder. The Trustee shall not be entitled
to receive the Assignable Primary Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Servicer or Special Servicer, or shall, if it is
unable to so act, or if the Trustee is not approved as a servicer or special
servicer, as applicable, by each Rating Agency, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the
criteria set forth herein, as the successor to the Servicer or the Special
Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer or Special Servicer
hereunder. No appointment of a successor to the Servicer or the Special Servicer
under this Section 7.02 shall be effective (i) until each of the Rating Agencies
shall have confirmed in writing that its then-current rating (if any) of each
Class of Certificates will not be qualified (as applicable), downgraded or
withdrawn by reason thereof and (ii) until the assumption in writing by the
successor to the Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter. Pending appointment of a
successor to the Servicer or the Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided.

            In connection with such appointment and assumption of a successor to
the Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on Loans as it and such successor shall agree;
provided, however, that no such compensation with respect to a successor
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Servicer or Special Servicer, as the case may
be, hereunder, excluding the Assignable Primary Servicing Fee; provided,
further, that if no successor can be obtained for such compensation, then,
subject to approval by the Rating Agencies, additional amounts shall be paid to
such successor and such amounts in excess of that permitted the terminated
Servicer or Special Servicer, as the case may be, shall be treated as Collateral
Support Deficit. The Trustee, the Servicer or the Special Servicer (whichever is
not the terminated party) and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Any costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement
shall be borne by the predecessor Servicer or Special Servicer.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under (x) and (y) of clause (i) of Section
7.01(a) may be waived by 100% of the certificateholders of the affected Classes
and the Trustee. Upon any such waiver of an Event of Default and reimbursement
by the Servicer to the Trustee of all costs and expenses incurred by it in
connection with such Event of Default and prior to its waiver, such Event of
Default shall cease to exist and shall be deemed to have been remedied for every
purpose hereunder. No such waiver shall extend to any subsequent or other Event
of Default or impair any right consequent thereon except to the extent expressly
so waived. Notwithstanding any other provisions of this Agreement, for purposes
of waiving any Event of Default pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.

            Section 7.05 Trustee Advances.

            If the Servicer fails to fulfill its obligations hereunder to make
any Advances, the Trustee shall perform such obligations (x) within one Business
Day of such failure (a failure only occurring after the Servicer's three
Business Day cure period under Section 7.01(a)(i)(y) has expired) by the
Servicer with respect to Servicing Advances to the extent a Responsible Officer
of the Trustee has been notified in writing of such failure with respect to such
Servicing Advances and (y) by 1:00 p.m., New York City time, on the related
Distribution Date with respect to P&I Advances. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Servicer's rights
with respect to Advances hereunder, including, without limitation, the
Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be (without
regard to any impairment of any such rights of reimbursement caused by the
Servicer's default in its obligations hereunder); provided, however, that if
Advances made by both the Trustee and the Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii) below) the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) The Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement (unless a
      higher percentage of Voting Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as successor Servicer or successor Special
      Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, and (C) to confirm or verify the contents of any reports or
      certificates of the Servicer or Special Servicer delivered to the Trustee
      pursuant to this Agreement reasonably believed by the Trustee to be
      genuine and to have been signed or presented by the proper party or
      parties.

            Section 8.02 Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default which has not been cured, to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of
      care and skill in their exercise as a prudent man would exercise or use
      under the circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such reasonable examination shall
      be paid by the Servicer or, if paid by the Trustee, shall be repaid by the
      Servicer upon demand;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the Servicer, the Special Servicer or the Directing Certificateholder
      (unless the Trustee is acting as Servicer, Special Servicer or the
      Directing Certificateholder, as the case may be) or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Section 2.04, shall be taken as the
statements of the Depositor, the Servicer or the Special Servicer, as the case
may be, and the Trustee assumes no responsibility for their correctness. The
Trustee does not make any representations as to the validity or sufficiency of
this Agreement or of any Certificate or of any Loan or related document. The
Trustee shall not be accountable for the use or application by the Depositor of
any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the
assignment of the Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Collection Account or any other account by or on behalf of
the Depositor, the Servicer, the Special Servicer or the Trustee. The Trustee
shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Servicer or the Special Servicer, and accepted
by the Trustee, in good faith, pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee in its individual capacity and not as Trustee, may
become the owner or pledgee of Certificates, and may deal with the Depositor,
the Servicer, the Special Servicer, the Initial Purchaser and the Underwriters
in banking transactions, with the same rights it would have if it were not
Trustee.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) As compensation for the performance of its duties, the Trustee
shall be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate on the Stated Principal Balance of each Loan or REO Loan, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee. The
Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole form of compensation for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder.

            (b) [Reserved].

            (c) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that subject to Section
8.02(iii) and 8.14(b), respectively, the Trustee shall not refuse to perform any
of its duties hereunder solely as a result of the failure to be paid the Trustee
Fee or the Trustee's expenses.

            (d) The Trustee and any Affiliate, director, officer, employee or
agent of the Trustee shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Loans, the Certificates or any
act or omission of the Trustee relating to the exercise and performance of any
of the powers and duties of the Trustee hereunder; provided, however, that
neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(d) for (i) allocable
overhead, (ii) routine expenses or disbursements incurred or made by or on
behalf of the Trustee in the normal course of the Trustee's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation, warranty or covenant of the Trustee made herein.
The provisions of this Section 8.05(d) shall survive any resignation or removal
of the Trustee and appointment of a successor thereto.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank or national banking
association, organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority and shall not be an Affiliate of the
Servicer or the Special Servicer (except during any period when the Trustee is
acting as, or has become successor to, the Servicer or the Special Servicer, as
the case may be, pursuant to Section 7.02), (ii) an institution insured by the
Federal Deposit Insurance Corporation and (iii) an institution whose long-term
senior unsecured debt is rated "AA-" or higher by S&P, "AA-" or higher by Fitch
(or such entity as would not, as evidenced in writing by such Rating Agency,
result in the qualification (as applicable), downgrading or withdrawal of any of
the then-current ratings then assigned thereby to the Certificates).

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Trust REMICs is in a state or local jurisdiction that imposes a tax on the
Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust Fund or (iii) administer the Trust
REMICs from a state and local jurisdiction that does not impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Servicer and the Rating Agencies (as evidenced in
writing by such Rating Agency that such appointment would not result in the
qualification (as applicable), downgrading or withdrawal of any of then-current
ratings then assigned thereby to the Certificates) by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Servicer, the Special Servicer and the Certificateholders by the Depositor. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee. The resigning Trustee shall be responsible for the payment
of all reasonable expenses incurred in connection with such resignation and
discharge and the appointment of a successor trustee

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in a downgrade or withdrawal of the then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or the Servicer, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove
the Trustee and appoint a successor trustee acceptable to the Servicer and the
Rating Agencies (as evidenced in writing by such Rating Agency that such removal
and appointment would not result in the qualification (as applicable),
downgrading or withdrawal of any of then-current ratings then assigned thereby
to the Certificates), by written instrument, in duplicate, which instrument
shall be delivered to the Trustee so removed and to the successor trustee. A
copy of such instrument shall be delivered to the Servicer, the Special Servicer
and the Certificateholders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the Servicer. The Trustee shall be reimbursed for all
costs and expenses incurred by it in connection with such removal within 30 days
of demand therefor from amounts on deposit in the Lower-Tier Distribution
Account (provided the Trustee is removed without cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

            Section 8.08 Successor Trustee.

            (a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Special Servicer and to its predecessor Trustee, an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee, shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee all such rights, powers,
duties and obligations, and to enable the successor Trustee to perform its
obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Servicer shall mail notice of the succession
of such Trustee hereunder to the Depositor and the Certificateholders. If the
Servicer fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, such successor Trustee shall cause such
notice to be mailed at the expense of the Servicer.

            Section 8.09 Merger or Consolidation of Trustee.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee, hereunder; provided, that, in the case of
the Trustee, such successor Person shall be eligible under the provisions of
Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 [Reserved].

            Section 8.12 Access to Certain Information.

            (a) On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private placement memorandum or other disclosure document
used by the Depositor or its Affiliate in connection with the offer and sale of
the Class of Certificates to which such Private Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Holder of a
Certificate, the Depositor, the Servicer, the Special Servicer, the Directing
Certificateholder, any Rating Agency, the Underwriters or any other Person to
whom the Trustee believes such disclosure is appropriate, originals or copies of
the following items to the extent such documents have been delivered to the
Trustee: (i) in the case of a Holder or prospective transferee of a Private
Certificate, any private placement memorandum or other disclosure document
relating to the Class of Certificates to which such Private Certificate belongs,
in the form most recently provided to the Trustee and (ii) in all cases, (A)
this Agreement and any amendments hereto entered into pursuant to Section 10.01,
(B) all statements required to be delivered to Certificateholders of the
relevant Class pursuant to Section 4.02 since the Closing Date, (C) all
Officer's Certificates delivered to the Trustee since the Closing Date pursuant
to Section 3.13, (D) all accountants' reports delivered to the Trustee since the
Closing Date pursuant to Section 3.14, (E) any and all notices, reports and
Environmental Assessments delivered to the Trustee with respect to any Mortgaged
Property securing a Defaulted Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Loan are part of the
Trust Fund), (F) any and all modifications, waivers and amendments of the terms
of a Loan entered into by the Servicer or the Special Servicer and delivered to
the Trustee pursuant to Section 3.20 (but only for so long as the affected Loan
is part of the Trust Fund), (G) any and all Officer's Certificates delivered to
the Trustee to support the Servicer's determination that any P&I Advance or
Servicing Advance was or, if made, would be a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be, (H) any and all of the
Loan Documents contained in the Mortgage File, (I) any and all Appraisals
obtained pursuant to the definition of "Appraisal Reduction" herein, (J)
information regarding the occurrence of Servicing Transfer Events as to the
Loans and (K) any and all Sub-Servicing Agreements and any amendments thereto
and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies, which shall be free of charge. In addition, without
limiting the generality of the foregoing, the Holder of any Class K, Class L,
Class M, Class N and Class O Certificate may upon written request from the
Trustee obtain a copy of any report (other than the Asset Status Report)
delivered to the Rating Agencies under this Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Servicer and the Trustee shall, in accordance with such reasonable rules and
procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be kept confidential and
used solely for purposes of evaluating the investment characteristics of the
Certificates be executed), also make the reports available to Certificateholders
pursuant to Section 4.02, as well as certain additional information received by
the Servicer or the Trustee, as the case may be, to any Certificateholder, the
Underwriters, the Initial Purchasers, any Certificate Owner or any prospective
investor identified as such by a Certificate Owner or the Underwriters or
Initial Purchasers, that requests such reports or information; provided that the
Servicer or the Trustee, as the case may be, shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing copies of such reports or information.

            (c) With respect to any information furnished by the Trustee or the
Servicer pursuant to this Section 8.12, the Trustee or Servicer, as the case may
be, shall be entitled to indicate the source of such information and the Trustee
or Servicer, as applicable, may affix thereto any disclaimer it deems
appropriate in its discretion. The Trustee or the Servicer, as applicable, shall
notify Certificateholders of the availability of any such information in any
manner as it, in its sole discretion, may determine. In connection with
providing access to or copies of the items described in the preceding paragraph,
the Trustee or the Servicer, as the case may be, may require (a) in the case of
Certificate Owners, a confirmation executed by the requesting Person
substantially in form and substance reasonably acceptable to the Servicer or
Trustee, as applicable, generally to the effect that such Person is a beneficial
holder of Certificates or an investment advisor representing such Person and is
requesting the information solely for use in evaluating such Person's investment
in the Certificates and will otherwise keep such information confidential and
(b) in the case of a prospective purchaser or an investment advisor representing
such Person, confirmation executed by the requesting Person in form and
substance reasonably acceptable to the Trustee or the Servicer, as the case may
be, generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or an investment advisor representing such
Person, and is requesting the information solely for use in evaluating a
possible investment in Certificates and will otherwise keep such information
confidential. Neither the Servicer nor the Trustee shall be liable for the
dissemination of information in accordance with this Agreement.

            Section 8.13 Representations, Warranties and Covenants of the
Trustee.

            The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.


                                   ARTICLE IX

                       TERMINATION; PURCHASE OF ARD LOANS

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Servicer, the Special Servicer and the Trustee (other than the obligations of
the Trustee to provide for and make payments to Certificateholders as hereafter
set forth) shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earliest
to occur of (i) the purchase by the Holders of a majority of the Percentage
Interests of the Controlling Class, the Special Servicer or the Servicer of all
the Loans and each REO Property remaining in the Trust Fund at a price equal to
(a) the sum of (1) the aggregate Purchase Price of all the Loans (exclusive of
REO Loans) included in the Trust Fund and (2) the Appraised Value of each REO
Property, if any, included in the Trust Fund (such Appraisals in this subclause
(2) to be conducted by an Appraiser selected and mutually agreed upon by the
Servicer and the Trustee, and approved by more than 50% of the Voting Rights of
the Classes of Certificates then outstanding (other than the Controlling Class
if the Controlling Class is exercising such option unless the Controlling Class
is the only Class of Certificates then outstanding)), minus (b) solely in the
case where the Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the
Servicer in respect of such Advances in accordance with Sections 3.03(d) and
4.03(d) and any unpaid Servicing Fees (including Excess Servicing Strip), and
Primary Servicing Fees, remaining outstanding (which items shall be deemed to
have been paid or reimbursed to the Servicer in connection with such purchase),
(ii) the Distribution Date in December 2035 and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Loan or REO
Property remaining in the Trust Fund; provided, however, that in no event shall
the trust created hereby continue beyond the earlier of (i) the Rated Final
Distribution Date and (ii) expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James's, living on the date hereof.

            The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (i) of
the preceding paragraph by giving written notice to the Trustee and the other
parties hereto within 60 days of the first Distribution Date on which the
aggregate Stated Principal Balances of the Loans and any REO Loans remaining in
the Trust Fund is less than 1.00% of the aggregate Cut-off Date Principal
Balance of the Loans set forth in the Preliminary Statement. If the Holders of a
majority of the Percentage Interests of the Controlling Class do not exercise
such option within 60 days after it becomes exercisable by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer may notify the Holders of a majority of the Percentage Interests in the
Controlling Class and the Trustee of its intention to exercise such option and
if the Holders of a majority of the Percentage Interests of the Controlling
Class do not exercise such option within ten Business Days thereafter, the
Special Servicer shall be entitled to exercise such option. If the Special
Servicer does not exercise such option within 60 days after it becomes
exercisable by it, the Servicer may notify the Special Servicer, the Holders of
the Controlling Class and the Trustee of the Servicer's intention to exercise
such option, and if none of the Special Servicer or the Holders of a majority of
the Percentage Interests in the Controlling Class exercise such option within
ten Business Days thereafter, the Servicer will be entitled to exercise such
option.

            If the Holders of the Controlling Class, the Special Servicer or the
Servicer purchases all of the Loans and each REO Property remaining in the Trust
Fund in accordance with the preceding paragraph, the Holders of the Controlling
Class, the Special Servicer or the Servicer, as applicable, shall remit to the
Trustee for deposit in the Lower-Tier Distribution Account not later than the
P&I Advance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available
funds equal to the above-described purchase price (exclusive of (i) any portion
thereof payable to any Person other than the Certificateholders pursuant to
Section 3.05(a), which portion shall be deposited in the Collection Account and
(ii) any portion thereof representing accrued and unpaid Excess Interest, which
shall be deposited in the Excess Interest Distribution Account). In addition,
the Servicer shall transfer to the Lower-Tier Distribution Account all amounts
required to be transferred thereto on such P&I Advance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that such final deposits have been
made, the Trustee shall release or cause to be released to the Holders of the
Controlling Class, the Special Servicer or the Servicer, as applicable, the
Mortgage Files for the remaining Loans, and the Trustee shall execute all
assignments, endorsements and other instruments furnished to it by the Holders
of the Controlling Class, the Special Servicer or the Servicer, as applicable,
as shall be necessary to effectuate transfer of the Loans and REO Properties
remaining in the Trust Fund and its rights under the related Mortgage Loan
Purchase Agreement.

            For purposes of this Section 9.01, the Directing Certificateholder,
with the consent of the Holders of the Controlling Class, shall act on behalf of
the Holders of the Controlling Class in purchasing the assets of the Trust Fund
and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders and each
Rating Agency and, if not previously notified pursuant to this Section 9.01, to
the other parties hereto mailed (a) in the event such notice is given in
connection with the purchase of all of the Loans and each REO Property remaining
in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the
Certificates, or (b) otherwise during the month of such final distribution on or
before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Trustee or such other location therein
designated.

            After transferring (i) distributions in respect of the Loan REMIC
Regular Interests from the Collection Account to the Lower-Tier Distribution
Account and (ii) the Lower-Tier Distribution Amount and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(d) to the Upper-Tier
Distribution Account pursuant to Section 3.04(b) and upon presentation and
surrender of the Certificates by the Certificateholders on the final
Distribution Date, the Trustee shall distribute to each Certificateholder so
presenting and surrendering its Certificates such Certificateholder's Percentage
Interest of that portion of the amounts then on deposit in the Upper-Tier
Distribution Account that are allocable to payments on the Class of Certificates
so presented and surrendered. Amounts transferred in respect of the Loan REMIC
Regular Interests and from the Lower-Tier Distribution Account to the Upper-Tier
Distribution Account as of the final Distribution Date shall be allocated for
the purposes, in the amounts and in accordance with the priority set forth in
Sections 4.01(a) and 4.01(e) and shall be distributed in termination and
liquidation of the Loan REMIC Regular Interests, the Uncertificated Lower-Tier
Interests and the Certificates in accordance with Sections 4.01(b) and (d). Any
funds not distributed on such Distribution Date shall be set aside and held
uninvested in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(h).

            Anything in this Section 9.01 to the contrary notwithstanding, the
Holders of the Class V Certificates shall receive that portion, if any, of the
proceeds of a sale of the assets of the Trust Fund allocable to accrued and
unpaid Excess Interest.

            Section 9.02 Additional Termination Requirements.

            If the Holders of the Controlling Class, the Special Servicer or the
Servicer purchases all of the Loans and each REO Property remaining in the Trust
Fund as provided in Section 9.01, the Trust Fund shall be terminated in
accordance with the following additional requirements, which meet the definition
of a "qualified liquidation" of the Loan REMICs (if not previously terminated),
the Lower-Tier REMIC and the Upper-Tier REMIC, within the meaning of Section
860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each of the Loan REMICs',
      the Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Returns
      pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of the Loan REMICs and the Lower-Tier REMIC
      (other than the Loan REMIC Regular Interests, which shall be liquidated)
      to the Holders of the Controlling Class, the Special Servicer or the
      Servicer, as the case may be, for cash; and

            (iii) immediately following the making of the final payment on the
      Loan REMIC Regular Interests, the Uncertificated Lower-Tier Interests and
      the Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Class LR Certificates (in
      the case of the Loan REMIC Residual Interests and the Lower-Tier REMIC
      Residual Interest) and the Class R Certificates (in the case of the
      Upper-Tier REMIC) all cash on hand (other than cash retained to meet
      claims), in the Trust Fund and each of the Loan REMICs, the Lower-Tier
      REMIC and the Upper-Tier REMIC shall terminate at that time.

            Notwithstanding the foregoing, the Crystal Pavilion/Petry Building
Loan REMIC shall be liquidated upon a repurchase of the Crystal Pavilion/Petry
Building Loan from the Trust Fund as a result of a repurchase upon a defeasance
prior to two years after the Startup Day of the Crystal Pavilion/Petry Building
Loan REMIC, pursuant to Section 7 of the Mortgage Loan Purchase Agreement, and
the date of such repurchase shall be specified in the Crystal Pavilion/Petry
Building Loan REMIC's final federal income tax return as the date of adoption of
a plan of complete liquidation of the Crystal Pavilion/Petry Building Loan
REMIC. In addition, the Crystal Pavilion/Petry Building Loan REMIC and the
Landmark Loan REMIC shall be liquidated upon a repurchase of the Crystal
Pavilion/Petry Building Loan or the Landmark Loan, respectively, from the Trust
Fund as a result of a repurchase upon a breach of a representation or warranty
with respect to the related Loan REMIC Loan set forth in the Mortgage Loan
Purchase Agreement, and the date of such repurchase shall be specified in the
respective Loan REMIC's final federal income tax return as the date of adoption
of a plan of complete liquidation of such Loan REMIC.

            Section 9.03 Purchase of ARD Loans.

            The Holder of a 100% Percentage Interest in the Class V Certificates
may purchase any ARD Loan for up to two months after its Anticipated Repayment
Date at a price equal to the sum of the following:

            (i) 100% of the outstanding principal balance of such Loan on such
      purchase date (less any P&I Advances previously made on account of
      principal);

            (ii) all unpaid interest accrued on such principal balance of such
      Loan at the Mortgage Rate thereof, to the last day of the Interest Accrual
      Period preceding such purchase date, as applicable (less any P&I Advances
      previously made on account of interest);

            (iii) the aggregate amount of all unreimbursed Advances with respect
      to such Loan, with interest thereon at the Reimbursement Rate, and without
      duplication, unpaid Servicing Fees, (including Excess Servicing Strip),
      Primary Servicing Fees, Special Servicing Fees and Trustee Fees; and

            (iv) the amount of any expenses incurred by the Trust Fund in
      connection with such purchase;

provided, however, that any such purchase may be consummated only if the
applicable Holder, at its expense, provides the Trustee with an Opinion of
Counsel to the effect that such purchase (or such right to purchase) would not
cause (a) any Trust REMIC to fail to qualify as a REMIC under the Code at any
time that any Certificate is outstanding and (b) would not cause the arrangement
between the Trust and the Class V Certificateholders to be other than a grantor
trust for federal income tax purposes, and (i) an Opinion of Counsel to the
effect that such purchase would not result in a gain which would be subject to
the tax on net income derived from prohibited transactions imposed by Code
Section 860F(a)(1) or otherwise result in the imposition of any other tax on any
Trust REMIC under the REMIC Provisions or (ii) an accountant's certification to
the effect that such purchase would not result in the realization of any net
income to any Trust REMIC.

            The proceeds of any such purchase hereunder shall be deposited in
the Collection Account and disbursed as provided herein.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:

            (i) to cure any ambiguity;

            (ii) to correct or supplement any provisions herein or therein,
      which may be inconsistent with any other provisions herein or therein or
      to correct any error;

            (iii) to modify, eliminate or add to any of its provisions to such
      extent as shall be necessary to maintain the qualification of any Trust
      REMIC as a REMIC at all times that any Certificate (other than the Class V
      Certificates) is outstanding or to avoid or minimize the risk of the
      imposition of any tax on the Trust Fund or any Trust REMIC pursuant to the
      Code that would be a claim against the Trust Fund or any Trust REMIC,
      provided that the Trustee has received an Opinion of Counsel to the effect
      that (a) such action is necessary or desirable to maintain such
      qualification or to avoid or minimize the risk of the imposition of any
      such tax, (b) such action will not adversely affect in any material
      respect the interests of any Certificateholder, and (c) such change shall
      not result in the withdrawal, downgrade or qualification of the
      then-current rating assigned to any Class of Certificates, as evidenced by
      a letter from each Rating Agency to such effect;

            (iv) to change the timing and/or nature of deposits into the
      Collection Account, the Distribution Account or REO Account or to change
      the name in which the Collection Account is maintained, provided that (a)
      the P&I Advance Date shall in no event be later than the related
      Distribution Date, (b) such change shall not, as evidenced by an Opinion
      of Counsel addressed to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder and (c) such change shall
      not result in the withdrawal, downgrade or qualification of the
      then-current rating assigned to any Class of Certificates, as evidenced by
      a letter from each Rating Agency to such effect;

            (v) to modify, eliminate or add to the provisions of Section 5.02(d)
      or any other provision hereof restricting transfer of the Residual
      Certificates by virtue of their being the REMIC "residual interests,"
      provided that (a) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect, and (b) such change shall not, as evidenced by an Opinion of
      Counsel addressed to the Trustee (at the expense of the requesting party),
      cause the Trust Fund or any Trust REMIC or any of the Certificateholders
      (other than the Transferor) to be subject to a federal tax caused by a
      Transfer to a Person that is a Disqualified Organization or a Non-U.S.
      Person or a Transfer from a Person other than a U.S. Person;

            (vi) to make any other provisions with respect to matters or
      questions arising under this Agreement which shall not be materially
      inconsistent with the provisions of this Agreement, provided that such
      action shall not, as evidenced by an Opinion of Counsel addressed to the
      Trustee, adversely affect in any material respect the interests of any
      Certificateholder not consenting thereto; and

            (vii) to amend or supplement any provision hereof to the extent
      necessary to maintain the then-current rating or ratings assigned to each
      Class of Certificates by each Rating Agency as confirmed in writing.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66 2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) amend this Section 10.01.

            No amendment of this Agreement may alter the definition of Servicing
Standard in a manner that would materially adversely affect Certificateholders
without written confirmation from each Rating Agency that such amendment will
not result in the withdrawal, downgrade or qualification of the ratings assigned
to the Certificates by such Rating Agencies.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Servicer, the Depositor, the Special Servicer, the Trustee or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on the Trust Fund, or any Trust REMIC or cause any Trust
REMIC to fail to qualify as a REMIC or the remaining portion of the Trust Fund
to fail to quality as a grantor trust.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment to each Rating Agency and each
Certificateholder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 10.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 10.01(a), (b) or (c) shall be payable out of the Collection Account.

            Section 10.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Depositor on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the cost
of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 10.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 10.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            Section 10.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) (a) in the case of the Depositor, Credit
Suisse First Boston Mortgage Securities Corp., Eleven Madison Avenue, New York,
New York 10010, Attention: Allan J. Baum, with a copy to Pamela McCormack, Esq.,
Compliance Department, telecopy number: (212) 325-8282; (ii) in the case of the
Underwriters and the Initial Purchasers, (a) Credit Suisse First Boston
Corporation, Eleven Madison Avenue, New York, New York 10010, Attention: Allan
J. Baum, with a copy to Pamela McCormack, Esq., Compliance Department, telecopy
number: (212) 325-8282, (b) if sent to Lehman Brothers Inc., shall be mailed,
delivered or telecopied to it at Lehman Brothers Inc., 3 World Financial Center,
New York, New York 10285, Attention: David Nass, with a copy to Scott Lechner,
Telecopy No.: (212) 526-2048; if sent to Salomon Smith Barney Inc., shall be
mailed, delivered or telecopied to it at 883 Greenwich Street, New York, New
York 10013, Attention: Angela Vleck, Telecopy No.: (212) 816-8307; if sent to
PNC Capital Markets, Inc., shall be mailed, delivered or telecopied to it at One
PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Tim
Martin, with a copy to Leonard Ferleger, Telecopy No.: (412) 705-1645; (iii) in
the case of the Servicer, Midland Loan Services, Inc., 210 West 10th Street,
Kansas City, Missouri, 64105, Attention: President, telecopy number:
816-435-2326; (iv) in the case of the Special Servicer, Lennar Partners, Inc.,
760 Northwest 107th Avenue, Suite 400, Miami, Florida 33172, Attention: Ron
Schrager, telecopy number: (305) 226-3428; (v) in the case of the Trustee, Wells
Fargo Bank Minnesota, N.A., at the Corporate Trust Office, telecopy number:
(410) 884-2360; (vi) in the case of the Rating Agencies, (a) Fitch, One State
Street Plaza, New York, New York 10004, Attention: Commercial Mortgage
Monitoring Group, telecopy number: (212) 635-0295; and (b) Standard and Poor's
Ratings Services, 55 Water Street, New York 10041, Attention: CMBS Surveillance
Group, telecopy number: (212) 438-2662; (vii) in the case of the CSFB Mortgage
Loan Seller, Column Financial, Inc., 3414 Peachtree Road, N.E., Suite 1140,
Atlanta, Georgia 30326-1113, Attention: Robert A. Barnes, telecopy number: (404)
239-0419; (viii) in the case of the PNC Mortgage Loan Seller, PNC Bank, National
Association, One PNC Plaza, 249 Fifth Avenue, 19th Floor, Pittsburgh,
Pennsylvania 15222, Attention: Kristina Williams, telecopy number: (412)
705-1645, with a copy to Gretchen Kelly, telecopy number: (412) 762-4334 or as
to each such Person such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first Class, postage prepaid, to the address of such Holder as shown
in the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

            Section 10.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.07 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Loans, all principal and interest received or
receivable with respect to the Loans (other than principal and interest payments
due and payable prior to the Cut-off Date and Principal Prepayments received
prior to the Cut-off Date), all amounts held from time to time in the Collection
Account, the Distribution Account and, if established, the REO Account, and all
reinvestment earnings on such amounts, and all of the Depositor's right, title
and interest in and to the proceeds of any title, hazard or other Insurance
Policies related to such Loans and (ii) this Agreement shall constitute a
security agreement under applicable law. This Section 10.07 shall constitute
notice to the Trustee pursuant to any of the requirements of the applicable UCC.

            Section 10.08 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Borrower, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.

            Section 10.09 Article and Section Headings.

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 10.10 Notices to Rating Agencies.

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Servicer or the Special
      Servicer;

            (iv) any change in the location of either of the Distribution
      Account;

            (v) the repurchase of Loans by any Mortgage Loan Seller pursuant to
      Section 7 of the related Mortgage Loan Purchase Agreement; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Collection Account.

            (c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Loans delivered by each of the
      Servicer and Special Servicer pursuant to Section 3.12;

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) each waiver and consent provided pursuant to Section 3.08 for
      Loans;

            (v) any officers' certificates delivered by the Servicer and the
      Special Servicer to the Trustee;

            (vi) all site inspections (unless otherwise directed by such Rating
      Agency);

            (vii) all operating statements (unless otherwise directed by such
      Rating Agency);

            (viii) all rent rolls and sales reports to the extent provided by
      the Borrowers and requested by such Rating Agency;

            (ix) any proposed no downgrade request;

            (x) any extension or modification of the Maturity Date of any Loan;

            (xi) any modification, waiver or amendment of any term of any Loan;
      and

            (xii) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Statement to
Certificateholders.



<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                       SECURITIES CORP.
                                         Depositor


                                       By: ___________________________________
                                           Name:
                                           Title:


                                       MIDLAND LOAN SERVICES, INC.
                                         Servicer


                                       By: ___________________________________
                                           Name:
                                           Title:


                                       LENNAR PARTNERS, INC.
                                         Special Servicer


                                       By: ___________________________________
                                           Name:
                                           Title:


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                             Trustee


                                       By: ___________________________________
                                           Name:
                                           Title:



<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )


            On the _____ day of [_____], 2001 before me, a notary public in and
for said State, personally appeared ______________________________________ known
to me to be a __________________________ of Credit Suisse First Boston Mortgage
Securities Corp. and a __________________________ of Credit Suisse First Boston
Corporation, the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporations, and
acknowledged to me that such corporations executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                           ___________________________________
                                                    Notary Public



<PAGE>



STATE OF ____________   )
                        ) ss.:
COUNTY OF __________    )


            On the _____ day of [_____], 2001 before me, a notary public in and
for said State, personally appeared _________________________________ know to me
to be a _________________________ of Midland Loan Services, Inc., a Delaware
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                           ___________________________________
                                                    Notary Public



<PAGE>



STATE OF ____________    )
                         ) ss.:
COUNTY OF __________     )


            On the _____ day of [_____], 2001 before me,
_______________________, a notary public in and for said State, personally
appeared ______________________________ known to me to be a ___________________
of Lennar Partners, Inc., a Florida corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                           ___________________________________
                                                    Notary Public



<PAGE>



STATE OF ____________    )
                         ) ss.:
COUNTY OF __________     )


            On the _____ day of [_____], 2001 before me,
_______________________, a notary public in and for said State, personally
appeared ______________________________ known to me to be a ___________________
of Wells Fargo Bank Minnesota, N.A., a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking association, and acknowledged to me that
such banking association executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                           ___________________________________
                                                    Notary Public