EXHIBIT 4.1(a)

================================================================================


                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.,
                                   Depositor,


                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                                Master Servicer,


                               [----------------],
                                Special Servicer,


                                       and


                               $[----------------],
                         Trustee and REMIC Administrator


                         -----------------------------


                         POOLING AND SERVICING AGREEMENT


                      Dated as of [______________], 20[__]




                         -----------------------------


                               [----------------]


                  Commercial Mortgage Pass-Through Certificates


                                Series 20[__-__]

<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

        DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
                              AND THE CERTIFICATES

Section 1.01  Defined Terms................................................
Section 1.02  Rules of Construction; Other Definitional Provisions.........
Section 1.03  Certain Calculations in Respect of the Mortgage Pool.........
Section 1.04  Incorporation of Preliminary Statement.......................


                                   ARTICLE II

     CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans.................................
Section 2.02  Acceptance of the REMIC I by Trustee.........................
Section 2.03  Mortgage Loan Seller's Repurchase or Substitution of
               Mortgage Loans for Material Document Defects and Material
               Breaches...
Section 2.04  Representations and Warranties of the Depositor..............
Section 2.05  Representations and Warranties of the Master Servicer........
Section 2.06  Representations and Warranties of the Special Servicer.......
Section 2.07  Representations and Warranties of the Trustee and the REMIC
               Administrator...............................................
Section 2.08 [Reserved]...................................................
Section 2.09 Issuance of the Class R-I Certificates; Creation of the
               REMIC I Regular Interests...................................
Section 2.10  Conveyance of REMIC I Regular Interests; Acceptance of
               REMIC II by the Trustee.....................................
Section 2.11  Issuance of the REMIC II Certificates........................


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Administration of the Mortgage Loans.........................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items; Servicing
               Accounts; Servicing Advances; Reserve Accounts..............
Section 3.04  Certificate Account, Distribution Account, REMIC I
               Distribution Account, REMIC II Distribution Account, Excess
               Interest Distribution Account and Excess Liquidation
               Proceeds Account............................................
Section 3.05  Permitted Withdrawals From the Certificate Account, the
               Distribution Account and the Excess Liquidation Proceeds
               Account.....................................................
Section 3.06  Investment of Funds in the Certificate Account, the
               Servicing Account, the Interest Reserve Account, the Excess
               Interest Distribution Account, the REMIC I Distribution
               Account, the REMIC II Distribution Account, the Excess
               Liquidation Proceeds Account, 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 Alienation Clauses............................
Section 3.09  Realization Upon Defaulted Mortgage Loans....................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.11  Servicing Compensation; Interest on Servicing Advances;
               Payment of Certain Expenses; Obligations of the Trustee
               Regarding Back-up Servicing Advances........................
Section 3.12  Inspections; Collection of Financial 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  Resolution of Defaulted Mortgage Loans and REO Properties....
Section 3.19  Additional Obligations of the Master Servicer and the Special
               Servicer137
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping; Asset Status Report; Directing
                Certificateholder .........................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Designation of the Special Servicer by the Majority
               Certificateholder of the Controlling Class..................
Section 3.24  Confidentiality..............................................
Section 3.25  No Solicitation of Prepayments...............................
Section 3.26  Certain Matters with Respect to Mortgage Loans Permitting
               Defeasance, Franchise Mortgage Loans and Certain Mortgage
               Loans Permitting Additional Debt............................
Section 3.27  Application of Default Charges...............................
Section 3.28  Matters Relating to Certain Mortgage Loans...................


                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; Certain Reports by the
               Master Servicer and the Special Servicer....................
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses....................................................
Section 4.05  Interest Reserve Account.....................................


                                    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  Certification by Certificate Owners..........................
Section 5.07  Regarding the Identification of Certain Certificateholders...


                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                               REMIC ADMINISTRATOR

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


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default............................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Form 8-K Information; Notification to Certificateholders.....
Section 7.04  Waiver of Events of Default..................................
Section 7.05  Additional Remedies of Trustee Upon Event of Default.........


                                  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 Mortgage Loans..............................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees 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  Appointment of Custodians....................................
Section 8.12  Access to Certain Information................................
Section 8.13  Filings with the Securities and Exchange Commission..........
Section 8.14  [Reserved]...................................................
Section 8.15  Maintenance of Mortgage File.................................


                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All
               Mortgage Loans..............................................
Section 9.02  Additional Termination Requirements..........................


                                    ARTICLE X

                  ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS

Section 10.01 REMIC Administration.........................................
Section 10.02 Depositor, Master Servicer, Special Servicer and Trustee to
               Cooperate with REMIC Administrator..........................
Section 10.03 Fees of the REMIC Administrator..............................
Section 10.04 Use of Agents................................................


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Successors and Assigns; Beneficiaries........................
Section 11.08 Article and Section Headings.................................
Section 11.09 Notices to and from Rating Agencies..........................
Section 11.10 Insolvency...................................................


LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A-1       Form of Class A Certificate
EXHIBIT A-2       Form of Class B Certificate
EXHIBIT A-3       Form of Class C Certificate
[EXHIBIT A-4      Form of Class X Certificate]
EXHIBIT A-5       Form of Class R-I Certificate
EXHIBIT A-6       Form of Class R-II Certificate
EXHIBIT B         Form of Investment Representation Letter
EXHIBIT C-1       Form of Transfer Affidavit and Agreement Pursuant to
                  Section 5.02(d)(i)(B)
EXHIBIT C-2       Form of Transferor Certificate Pursuant to
                  Section 5.02(d)(i)(D)
EXHIBIT D         Request for Release
EXHIBIT E         Form of ERISA Representation Letter
EXHIBIT F         Form of Custodial Certification
EXHIBIT G         Form of Trustee Distribution Date Statement
EXHIBIT H         Request for Review
EXHIBIT I         Form of Notice Regarding Purchase Option Exercise
EXHIBIT J         Form of Notice and Certification Regarding Defeasance of a
                  Mortgage Loan
EXHIBIT K         Form of Certification to be Provided with Form 10-K
EXHIBIT L         Form of Certification to be Provided to Depositor
EXHIBIT M         Form of Regulation S Certificate
EXHIBIT N         Form of Transfer Certificate for Exchange or Transfer from
                  Domestic Global Certificate to Regulation S Global Certificate
                  During the Restricted Period
EXHIBIT O         Form of Transfer Certificate for Exchange or Transfer from
                  Domestic
                  Global Certificate to Regulation S Global Certificate After
                  the Restricted
                  Period
EXHIBIT P         Form of Transfer Certificate for Exchange or Transfer from
                  Regulation S
                  Global Certificate to Domestic Global Certificate
SCHEDULE I        Mortgage Loan Schedule
SCHEDULE II       Sub-Servicing Agreements in Effect as of the Closing Date

<PAGE>

            This Pooling and Servicing Agreement (this "Agreement"), dated and
effective as of [______________], 20[__], is by and among BANC OF AMERICA
COMMERCIAL MORTGAGE INC., as Depositor, BANK OF AMERICA, NATIONAL ASSOCIATION,
as Master Servicer, [______________], as Special Servicer, and [______________],
as Trustee and as REMIC Administrator.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell Certificates, to be issued hereunder
in multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust to be created hereunder.

            As provided herein, the Trustee will elect that two segregated pools
of assets within the Trust Fund, exclusive of the Excess Interest and the Excess
Interest Distribution Account, be treated for federal income tax purposes as two
separate real estate mortgage investment conduits ("REMIC I" and "REMIC II",
respectively).

                                     REMIC I

            As provided herein, the Trustee will elect that the portion of the
Trust Fund consisting of the Mortgage Loans (exclusive of Excess Interest) and
certain other related assets subject to this Agreement shall be treated as a
REMIC for federal income tax purposes, and such segregated asset pool will be
designated as "REMIC I". The REMIC I Regular Interests listed below under the
heading "Corresponding REMIC I Regular Interests" constitute "regular interests"
in REMIC I and the Class R-I Certificates constitute the sole Class of "residual
interests" in REMIC I created hereunder for purposes of the REMIC Provisions.

            The following table sets forth the Class or Component designation,
the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular
Interest") [and the Corresponding Components of the Class X Certificates] for
each Class of the REMIC II Certificates (the "Corresponding Certificates"):

                    Corresponding                           [Corresponding
 Corresponding     REMIC I Regular         REMIC I       Components of Class X
 Certificates       Interests(1)      Principal Balance    Certificates(1)]
 ------------       ------------      -----------------    ----------------
  Class A              LA             $[_________]              XA
  Class B              LB             $[_________]              XB
  Class C              LC             $[_________]              XC

--------------------------
(1)   [The REMIC I Regular Interest and the Component of the Class X
      Certificates that correspond to any particular Class of REMIC II Regular
      Certificates also correspond to each other and, accordingly, constitute
      the (i) "Corresponding REMIC I Regular Interests" and (ii) "Corresponding
      Components", respectively, with respect to each other.]

                                    REMIC II

            As provided herein, the Trustee will elect to treat that portion of
the Trust Fund consisting of the REMIC I Regular Interests and certain other
assets subject to this Agreement as a REMIC for federal income tax purposes, and
such segregated asset pool will be designated as "REMIC II". The Class A[, Class
X], Class B and Class C Certificates will constitute "regular interests" in
REMIC II, and the Class R-II Certificates will constitute the sole Class of
"residual interests" in REMIC II for purposes of the REMIC Provisions.

            The following table sets forth the designation, the approximate
initial Pass-Through Rate, and the Initial Class Principal Balance for each of
the Classes of REMIC II Regular Certificates, which are issued by REMIC II:


                     Approximate Initial            Initial Class
   Designation        Pass-Through Rate            Principal Balance
--------------------------------------------------------------------------------
Class A          [_____]% per annum          $[_________]
Class B          [_____]% per annum(1)       $[_________]
Class C          [_____]% per annum(2)       $[_________]
[Class X         [_____]% per annum (3)      $[_________] (4)]

--------------------------
(1)   The Pass-Through Rate for the Class B Certificates will not exceed the
      Weighted Average Adjusted Net Mortgage Rate for such Distribution Date.

(2)   The Pass-Through Rate for the Class C Certificates for each Distribution
      Date will equal the Weighted Average Adjusted Net Mortgage Rate for such
      Distribution Date.

(3)   [The Pass-Through Rates for the Class X Certificates will be calculated in
      accordance with the definitions of "Class X Pass-Through Rate".]

(4)   [The Class X Certificates will not have a Class Principal Balance; rather,
      the Class X Certificates will accrue interest as provided herein on the
      Class X Notional Amount.]

            The Class R-I and Class R-II Certificates will bear no Pass-Through
Rate and will have no initial Certificate Principal Balances or notional
amounts. Any Available Distribution Amount remaining in the REMIC I Distribution
Account after the distribution of all amounts distributable in respect of the
REMIC I Regular Interests shall be distributed to the Holders of the Class R-I
Certificates (but only to the extent of the Available Distribution Amount for
such Distribution Date, if any, remaining in the REMIC I Distribution Account).
Any Available Distribution Amount remaining in the REMIC II Distribution Account
after distributions to the Holders of the REMIC II Regular Certificates shall be
distributed to the Holders of the Class R-II Certificates (but only to the
extent of the Available Distribution Amount for such Distribution Date, if any,
remaining in the REMIC II Distribution Account).

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

                                    ARTICLE I

          DEFINITIONS; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE
                            POOL AND THE CERTIFICATES

            Section 1.01 Defined Terms.

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

            "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

            "Accrued Certificate Interest": With respect to any Class of REMIC
II Regular Certificates, for any Distribution Date, one month's interest
(calculated on a 30/360 basis) at the Pass-Through Rate applicable to such Class
of Certificates for such Distribution Date, accrued on the related Class
Principal Balance of such Class of Certificates outstanding immediately prior to
such Distribution Date [and, with respect to the Class X Certificates for any
Distribution Date, the sum of the Accrued Component Interest for the related
Interest Accrual Period for all of their respective Components for such
Distribution Date]. For the avoidance of doubt, the Accrued Certificate Interest
in respect of any Class of REMIC II Regular Certificates for any Distribution
Date shall be deemed to have accrued during the applicable Interest Accrual
Period.

            ["Accrued Component Interest": With respect to each Component of the
Class X Certificates for any Distribution Date, one month's interest at the
Class X Strip Rate applicable to such Component for such Distribution Date,
accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be
calculated as described in the definition of Class X Strip Rate with respect to
any applicable Component and any Distribution Date, and shall be deemed to
accrue during the calendar month preceding the month in which such Distribution
Date occurs.]

            "Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or other
applicable recurring accrual period) in a year assumed to consist of 360 days.

            "Additional Collateral": Any non-real property collateral pledged
and/or delivered by or on behalf of the related Mortgagor and held by the
related Mortgagee to secure payment on any Mortgage Loan.

            "Additional Exclusions": Exclusions relating to terrorist or similar
acts in addition to those customarily found in insurance policies for Mortgaged
Properties prior to September 11, 2001.

            "Additional Master Servicing Compensation": As defined in Section
3.11(b).

            "Additional Special Servicing Compensation": As defined in Section
3.11(d).

            "Additional Trust Fund Expense": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the Holders of the
Principal Pay Certificates receiving less than the full amount of principal
and/or interest to which they are entitled on any Distribution Date.

            "Adjusted Net Mortgage Rate": With respect to any Mortgage Loan or
REO Loan, for any Distribution Date, the annualized rate at which interest would
have to accrue thereon on a 30/360 Basis during the most recently ended calendar
month to produce the actual amount of interest accrued (or, if such Mortgage
Loan or REO Loan, as the case may be, is prepaid, in whole or in part, or
otherwise liquidated during such calendar month, that otherwise would have
accrued) in respect of such Mortgage Loan or REO Loan, as the case may be, at
the related Net Mortgage Rate in effect for such Mortgage Loan or REO Loan
during such calendar month. Such rate shall be calculated by multiplying (i) the
Net Mortgage Rate (and, in the case of an ARD Loan after its Anticipated
Repayment Date, without giving effect to any Excess Interest or the Excess
Interest Rate) by (ii) the actual number of days of accrued interest for the
related period for such Mortgage Loan or REO Loan divided by 30; provided,
however, that with respect to such Mortgage Loan or REO Loan, the Adjusted Net
Mortgage Rate for the one-month period (a) prior to the Due Dates in January and
February in any year that is not a leap year or in February in any year that is
a leap year will be the per annum rate stated in the related Mortgage Note as of
the Closing Date less the related Administrative Fee Rate and (b) prior to the
Due Date in March will be determined inclusive of one day of interest retained
for each of the one-month periods prior to the Due Dates in January and February
in any year that is not a leap year or February in any year that is a leap year.

            "Administrative Fee Rate": With respect to each Mortgage Loan and
REO Loan, as specified in the Mortgage Loan Schedule, being the sum of the
related Master Servicing Fee Rate and the Trustee Fee Rate.

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

            "Advance Interest": Interest accrued on any Advance at the
Reimbursement Rate and payable to the Master Servicer (or any Sub-Servicer), the
Special Servicer or the Trustee, as the case may be, all in accordance with
Section 3.11(g) or Section 4.03(d), as applicable.

            "Adverse Grantor Trust Event": Either: (i) any impairment of the
status of the Grantor Trust as a "grantor trust" under subpart E, Part I of
subchapter J of the Code; or (ii) the imposition of a tax upon the Grantor Trust
or any of its assets or transactions.

            "Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on "negative credit watch"
status in contemplation of any such action with respect thereto).

            "Adverse REMIC Event": With respect to either of REMIC I or REMIC
II, either (i) the endangerment of the status of such REMIC as a REMIC or (ii)
except as permitted by Section 3.17(a), the imposition of a tax upon such REMIC
or any of its assets or transactions (including, without limitation, the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on certain contributions set forth in Section 860G(d) of the Code).

            "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 the meanings correlative to the foregoing.

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

            "Annual Accountant's Report": As defined in Section 3.14.

            "Annual Performance Certification": As defined in Section 3.13.

            "Anticipated Repayment Date": With respect to any ARD Loan, the date
specified on the related Mortgage Note, as of which Excess Interest shall begin
to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date
for such Mortgage Loan.

            "Applicable State Law": For purposes of Article X, the Applicable
State Law shall be (a) the laws of any state in which the Corporate Trust Office
of the Trustee is located, (b) the laws of the states in which any loan
documents are held and/or any REO Properties are located, (c) such other state
and local law whose applicability shall have been brought to the attention of
the REMIC Administrator by either (i) an Opinion of Counsel delivered to it or
(ii) written notice from the appropriate taxing authority as to the
applicability of such state law, and (d) such other state or local law as to
which the REMIC Administrator has actual knowledge of applicability.

            "Appraisal": With respect to any Mortgaged Property or REO Property
as to which an appraisal is required to be performed pursuant to the terms of
this Agreement, a narrative appraisal complying with Title XI of FIRREA (or, in
the case of a Mortgage Loan or REO Loan with a Stated Principal Balance as of
the date of such appraisal of $[________] or less, at the Special Servicer's
option, either a limited appraisal and a summary report or an internal valuation
prepared by the Special Servicer) that indicates the "market value" of the
subject property, as defined in 12 C.F.R. ss.225.62(g), and is conducted by a
Qualified Appraiser (or by the Special Servicer in the case of a limited
appraisal and summary report or internal valuation with respect to a Mortgage
Loan or an REO Loan with a Stated Principal Balance as of the date of such
appraisal or valuation of $[________] or less).

            "Appraisal Reduction Amount": With respect to any Required Appraisal
Loan, an amount (calculated as of the Determination Date by the Special Servicer
immediately following the later of the date on which the most recent relevant
Appraisal acceptable for purposes of Section 3.19(b) hereof was obtained by the
Special Servicer pursuant to this Agreement and the date of the most recent
Appraisal Trigger Event with respect to such Required Appraisal Loan) equal to
the excess, if any, of:

            (1) the sum of (a) the Stated Principal Balance of such Required
      Appraisal Loan as of such Determination Date, (b) to the extent not
      previously advanced by or on behalf of the Master Servicer, or the
      Trustee, all unpaid interest (net of Default Charges) accrued on such
      Required Appraisal Loan through the most recent Due Date prior to such
      Determination Date, (c) all unpaid Master Servicing Fees, Special
      Servicing Fees, Trustee Fees and Additional Trust Fund Expenses accrued
      with respect to such Required Appraisal Loan, (d) all related unreimbursed
      Advances made by or on behalf of the Master Servicer, the Special Servicer
      or the Trustee with respect to such Required Appraisal Loan and
      reimbursable out of the Trust Fund and all Advances related to such
      Required Appraisal Loan that were not reimbursed out of collections on
      such Required Appraisal Loan, together with all unpaid Advance Interest
      accrued on such Advances, and (e) all currently due but unpaid real estate
      taxes and assessments, insurance premiums and, if applicable, ground rents
      in respect of the related Mortgaged Property or REO Property, as
      applicable, for which neither the Master Servicer nor the Special Servicer
      holds any Escrow Payments or Reserve Funds; over

            (2) the sum of (x) the excess, if any, of (i) 90% of the Appraised
      Value of the related Mortgaged Property or REO Property as applicable, as
      determined by the most recent relevant Appraisal acceptable for purposes
      of Section 3.19(b) hereof, over (ii) the amount of any obligation(s)
      secured by any liens on such Mortgaged Property or REO Property, as
      applicable, that are prior to the lien of such Required Appraisal Loan,
      and (y) any Escrow Payments, Reserve Funds and/or Letters of Credit held
      by the Master Servicer or the Special Servicer with respect to such
      Required Appraisal Loan, the related Mortgaged Property or any related REO
      Property (exclusive of any such items that are to be applied to real
      estate taxes, assessments, insurance premiums and/or ground rents or that
      were taken into account in determining the Appraised Value of the related
      Mortgaged Property or REO Property, as applicable, referred to in clause
      (2)(x)(i) of this definition).

            Notwithstanding the foregoing, if (i) an Appraisal Trigger Event
occurs with respect to any Mortgage Loan, (ii) either (A) no Appraisal has been
obtained or conducted, as applicable in accordance with Section 3.19(b), with
respect to the related Mortgaged Property during the 12-month period prior to
the date of such Appraisal Trigger Event or (B) there shall have occurred since
the date of the most recent Appraisal a material change in the circumstances
surrounding the related Mortgaged Property that would, in the Special Servicer's
judgment, materially affect the value of the property, and (iii) no new
Appraisal is obtained or conducted, as applicable in accordance with Section
3.19(b), within [___] days after such Appraisal Trigger Event, then (x) until
such new Appraisal is obtained or conducted, as applicable in accordance with
Section 3.19(b), the Appraisal Reduction Amount shall equal 25% of the Stated
Principal Balance of such Required Appraisal Loan, and (y) upon receipt or
performance, as applicable in accordance with Section 3.19(b), of such new
Appraisal by the Special Servicer, the Appraisal Reduction Amount for such
Required Appraisal Loan will be recalculated in accordance with the preceding
sentence of this definition.

            "Appraisal Trigger Event": With respect to any Mortgage Loan, any of
the following events:

            (i) such Mortgage Loan becomes a Modified Loan;

            (ii) any Monthly Payment with respect to such Mortgage Loan remains
      unpaid for [___] days past the Due Date for such payment (or for such
      shorter period at the end of which such delinquency will become a
      Servicing Transfer Event); provided, however, solely in the case of a
      delinquent Balloon Payment, if the Master Servicer has, on or prior to the
      due date of such Balloon Payment, received written evidence from an
      institutional lender of such lender's binding commitment to refinance such
      Mortgage Loan within [___] days after the due date of such Balloon
      Payment, failure to pay such Balloon Payment during such [___]-day period
      shall not constitute an Appraisal Trigger Event;

            (iii) the passage of [___] days after the Special Servicer receives
      notice that the Mortgagor under such Mortgage Loan becomes the subject of
      bankruptcy, insolvency or similar proceedings that remain undischarged and
      undismissed;

            (iv) the passage of [___] days after the Special Servicer receives
      notice that a receiver or similar official is appointed with respect to
      the related Mortgaged Property;

            (v) the related Mortgaged Property becomes an REO Property; or

            (vi) if a Mortgage Loan has been extended three times, upon the
      [___]th day after the third extension.

            "Appraised Value": As of any date of determination, the appraised
value of a Mortgaged Property or REO Property based upon the most recent
Appraisal obtained or conducted, as appropriate, pursuant to this Agreement.

            "ARD Loan": Any Mortgage Loan that provides for changes in payments
and accrual of interest, including the capture of Excess Interest from the
related mortgaged property and an increase in the applicable Mortgage Rate, if
it is not paid in full by the Anticipated Repayment Date. Each Mortgage Loan
that is an ARD Loan is identified on the Mortgage Schedule as such pursuant to
clause (xv) under the definition of Mortgage Loan Schedule.

            "Assessment of Compliance": As defined in Section 3.13(b).

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

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the related Mortgage Loan, as
amended, modified, renewed or extended through the date hereof and from time to
time hereafter.

            "Assumed Monthly Payment": With respect to any Balloon Loan for its
Stated Maturity Date (provided that such Mortgage Loan has not been paid in
full, and no other Liquidation Event has occurred in respect thereof, on or
before the end of the Collection Period in which such Stated Maturity Date
occurs) and for any subsequent Due Date on which such Mortgage Loan remains
outstanding and part of the Trust Fund, if no Monthly Payment (other than a
delinquent Balloon Payment) is due for such Due Date, the scheduled monthly
payment of principal and/or interest deemed to be due in respect thereof on such
Due Date equal to the amount that would have been due in respect of such
Mortgage Loan on such Due Date if it had been required to continue to accrue
interest (exclusive, in the case of an ARD Loan after its Anticipated Repayment
Date, of Excess Interest) in accordance with its terms, and to pay principal in
accordance with the amortization schedule (if any), in effect immediately prior
to, and without regard to the occurrence of, its most recent scheduled maturity
date (as such terms and amortization schedule may have been modified, and such
maturity date may have been extended, in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.20). With respect to any REO Loan, for
any Due Date therefor as of which the related REO Property remains part of the
Trust Fund, the scheduled monthly payment of principal and/or interest deemed to
be due in respect thereof on such Due Date equal to the Monthly Payment that was
due (or, in the case of a Balloon Loan described in the preceding sentence of
this definition, the Assumed Monthly Payment that was deemed due) in respect of
the related Mortgage Loan on the last Due Date prior to its becoming an REO
Loan.

            "Attestation Report": As defined in Section 3.13(b).

            "Available Distribution Amount": With respect to any Distribution
Date, the sum of with respect to each Mortgage Loan, an amount equal to (a) the
balance on deposit in the Certificate Account as of the close of business on the
related Determination Date, including, without limitation, if and to the extent
on deposit therein as of such time, the Master Servicer Remittance Amount for
the related Master Servicer Remittance Date, any P&I Advances made by the Master
Servicer or the Trustee to cover uncollected Monthly Payments due and/or Assumed
Monthly Payments deemed due during the related Collection Period, any
Compensating Interest Payments made by the Master Servicer to cover Prepayment
Interest Shortfalls incurred during the related Collection Period, and for the
Distribution Date occurring in each March, the related Withheld Amounts remitted
to the REMIC I Distribution Account pursuant to Section 4.05, net of (b) any
portion of the amounts described in clause (a) of this definition that
represents one or more of the following: (i) collected Monthly Payments that are
due on a Due Date following the end of the related Collection Period, (ii) any
payments of principal (including, without limitation, Principal Prepayments) and
interest, Liquidation Proceeds and Insurance Proceeds received after the end of
the related Collection Period, (iii) Prepayment Premiums, (iv) Excess Interest,
(v) any amounts payable or reimbursable to any Person from the REMIC I
Distribution Account pursuant to any of clauses (ii) through (vi) of Section
3.05(b), (vi) any amounts deposited into the REMIC I Distribution Account in
error, (vii) all funds released from the Excess Liquidation Proceeds Account
with respect to such Distribution Date, (viii) any amounts payable or
reimbursable to any Person from the Certificate Account pursuant to clauses (ii)
through (xvii) of Section 3.05(a); (ix) with respect to each Mortgage Loan that
accrues interest on an Actual/360 Basis and any Distribution Date relating to
the one-month period preceding the Distribution Date in each February (and in
any January of a year that is not a leap year), an amount equal to the related
Withheld Amount pursuant to Section 4.05; and (x) with respect to the first
Distribution Date, the related Interest Deposit Amount; provided that the
Available Distribution Amount for the Final Distribution Date shall be
calculated without regard to clauses (b)(i), (b)(ii), and (b)(iii) of this
definition.

            "BACM": Banc of America Commercial Mortgage Inc., or its successors
in interest.

            "Balloon Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date (or, in the case
of a Replacement Mortgage Loan, as of the related date of substitution) provides
for an amortization schedule extending beyond its Stated Maturity Date and as to
which, in accordance with such terms, the Monthly Payment due on its Stated
Maturity Date is at least two times larger than the Monthly Payment due on the
Due Date next preceding its Stated Maturity Date.

            "Balloon Payment": With respect to any Balloon Loan as of any date
of determination, the Monthly Payment payable on the Stated Maturity Date of
such Mortgage Loan.

            "Balloon Payment Interest Shortfall": With respect to any Balloon
Loan that is included as part of the Trust Fund, with a Stated Maturity Date
that occurs after, or that provides for a grace period for its Balloon Payment
that runs past, the Determination Date in any calendar month, and as to which
the Balloon Payment is actually received after the Determination Date in such
calendar month (but no later than its Stated Maturity Date or, if there is an
applicable grace period, beyond the end of such grace period), the amount of
interest, to the extent not collected from the related Determination Date, that
would have accrued on the principal portion of such Balloon Payment during the
period from the related Stated Maturity Date to, but not including, the first
day of the calendar month following the month of maturity (less the amount of
related Master Servicing Fees that would have been payable from that uncollected
interest and, if applicable, exclusive of any portion of that uncollected
interest that would have been Default Interest).

            "Bank": As defined in Section 2.07.

            "Bank of America": Bank of America, National Association, or its
successor in interest.

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

            "Base Interest Fraction" As defined in Section 4.01(c).

            "Base Prospectus": That certain prospectus dated [______________],
20[__], relating to trust funds established by the Depositor and publicly
offered mortgage pass-through certificates evidencing interests therein.

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

            "Borrower": Individually and collectively, as the context may
require, the obligor or obligors under a Mortgage Loan, including any Person
that has not signed the related Mortgage Note but owns an interest in the
related Mortgaged Property, which interest has been encumbered to secure such
Mortgage Loan.

            "Breach": With respect to any Mortgage Loan, any breach of
representation or warranty made by the Mortgage Loan Seller pursuant to Section
4(b) of the Mortgage Loan Purchase and Sale Agreement.

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in [Illinois, Ohio, Pennsylvania, New York], any city
in which the office of the Certificate Registrar is located or any city in which
the Corporate Trust Office of the Trustee or principal place of business of the
Master Servicer or Special Servicer is located are authorized or obligated by
law or executive order to remain closed.

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

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 20[__-__], as executed by the Trustee and
authenticated and delivered hereunder by the Certificate Registrar.

            "Certificate Account": The segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled "Bank of
America, National Association, as Master Servicer, in trust for the registered
holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 20[__-__], Certificate Account".

            "Certificate Factor": With respect to any Class of REMIC II Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to at least eight places, the numerator of which is the then
related Class Principal Balance [or Class X Notional Amount, as the case may
be,] and the denominator of which is the related Initial Class Principal Balance
[or Initial Class X Notional Amount, as the case may be.]

            ["Certificate Notional Amount": With respect to any Class X
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class X Notional Amount.]

            "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 Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class Principal
Balance of the Class of Certificates to which such Certificate belongs.

            "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 that solely for
the purposes of giving any consent, approval or waiver pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Mortgage
Loan Seller, the Master Servicer, the Special Servicer, the REMIC Administrator
or the Trustee or any Affiliate of any of them shall be deemed not to be
outstanding, and the Voting Rights to which any of them 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, except as otherwise provided in Sections 7.04 and 11.01(b) or except
in connection with the Controlling Class exercising its rights under Section
3.23, or unless such Persons collectively own an entire Class of Certificates
and only the Holders of such Class of Certificates are entitled to grant such
consent, approval or waiver. The Certificate Registrar shall be entitled to
request and rely upon a certificate of the Depositor, the Master Servicer, the
Special Servicer or, if other than the Trustee, the REMIC Administrator, as the
case may be, in determining whether or not 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.

            "Certification Party": As defined in Section 8.13(c).

            "Certifying Person": As defined in Section 8.13(c).

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical Class designation and each REMIC I
Regular Interest and Corresponding Component.

            "Class A Certificate": Any one of the Certificates with a "Class A"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A Pass-Through Rate": A fixed per annum rate equal to
[______]%.

            "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class B Pass-Through Rate": A per annum rate equal to [___]%;
provided, however, that the Class B Pass-Through Rate shall not exceed the
Weighted Average Adjusted Net Mortgage Rate for the related Distribution Date.

            "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class C Pass-Through Rate": A per annum rate equal to the Weighted
Average Adjusted Net Mortgage Rate for the related Distribution Date.

            "Class Principal Balance": The aggregate principal amount of any
Class of Sequential Pay Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each such
Class of Certificates shall equal the Initial Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each Class of
Sequential Pay Certificates shall be permanently reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 4.01(b) and Section 4.01(j), as applicable, and shall be further
permanently reduced on such Distribution Date as and to the extent provided in
Section 4.04.

            "Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing the REMIC I Residual Interest for purposes of
the REMIC Provisions.

            "Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing the sole Class of "residual interest" in REMIC
II for purposes of the REMIC Provisions.

            ["Class X Certificate": Any one of the Certificates with a "Class X"
designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.]

            ["Class X Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of all of the Components.]

            ["Class X Pass-Through Rate": With respect to the initial
Distribution Date, [_____]% per annum, and for any subsequent Distribution Date,
the weighted average of the Class X Strip Rates for the respective Components
for such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date).]

            ["Class X Strip Rate": With respect to any Class of Components for
any Distribution Date, a rate per annum equal to (i) the Weighted Average
Adjusted Net Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding Certificates (provided that in no event
shall any Class X Strip Rate be less than zero).]

            "Clearstream": Clearstream Banking, societe anonyme.

            "Closing Date": [______________], 20[__].

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry that is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the Directing Certificateholder.

            "CMSA Advance Recovery Report": The monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recovery Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Advance Recovery Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee.

            "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Trustee.

            "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Trustee.

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally and is reasonably acceptable to the
Master Servicer and the Special Servicer.

            "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Master Servicer and the Special Servicer.

            "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Master Servicer.

            "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Master Servicer and the Special Servicer.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Master Servicer and the Special Servicer.

            "CMSA Investor Reporting Package": Collectively refers to:

            (a) the following seven electronic files: (i) CMSA Bond Level File,
      (ii) CMSA Collateral Summary File, (iii) CMSA Property File, (iv) CMSA
      Loan Periodic Update File, (v) CMSA Loan Setup File, (vi) CMSA Financial
      File, and (vii) CMSA Special Servicer Loan File;

            (b) the following nine supplemental reports: (i) CMSA Comparative
      Financial Status Report, (ii) CMSA Delinquent Loan Status Report, (iii)
      CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv)
      CMSA Historical Liquidation Report, (v) CMSA Operating Statement Analysis
      Report, (vi) CMSA NOI Adjustment Worksheet, (vii) CMSA REO Status Report,
      (viii) CMSA Servicer Watch List and (ix) CMSA Loan Level Reserve - LOC
      Report;

            (c) the CMSA Advance Recoverability Report; and

            (d) such other reports as CMSA may designate as part of the CMSA
      Investor Reporting Package that are reasonably acceptable to the Master
      Servicer, Special Servicer or Trustee, as applicable.

            "CMSA Loan Level Reserve-LOC Report": The monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Level Reserve LOC Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally and is reasonably acceptable to the Master Servicer.

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Master Servicer, the Special Servicer and the
Trustee.

            "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally and is reasonably acceptable to the
Master Servicer, the Special Servicer and the Trustee.

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is acceptable to the
Master Servicer or the Special Servicer, as applicable, and in any event, shall
present the computations made in accordance with the methodology described in
such form to "normalize" the full year net operating income and debt service
coverage numbers used in the other reports required by this Agreement.

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available as of the Closing
Date on the CMSA Website or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally and is reasonably acceptable to the Master Servicer.

            "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally and is reasonably acceptable to the
Master Servicer and the Special Servicer.

            "CMSA Reconciliation of Funds Report": The report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Reconciliation of Funds Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Trustee.

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and is reasonably
acceptable to the Special Servicer.

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or in such other final form for the presentation of such
information and containing such additional information as may from time to time
be promulgated as recommended by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Servicer Watch
List" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable.

            "CMSA Special Servicer Loan File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Special Servicer Loan File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and is
reasonably acceptable to the Special Servicer.

            "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.

            "Code": The Internal Revenue Code of 1986, as amended.

            "Collection Period": With respect to any Distribution Date, the
period commencing immediately following the Determination Date in the calendar
month preceding the month in which such Distribution Date occurs (or, in the
case of the initial Distribution Date, commencing immediately following the
Cut-off Date) and ending on and including the Determination Date in the calendar
month in which such Distribution Date occurs.

            "Commission": The Securities and Exchange Commission.

            With respect to any Distribution Date, any payment made by the
Master Servicer pursuant to Section 3.19(e) to cover any Balloon Payment
Interest Shortfall and Prepayment Interest Shortfalls incurred during the
related Collection Period.

            ["Component": Each of Component XA, Component XB and Component XC.]

            ["Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then REMIC I Principal Balance of
its Corresponding REMIC I Regular Interest.]

            ["Component XA": One of the 3 components of the Class X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA as of any date of determination.]

            ["Component XB": One of the 3 components of the Class X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LB as of any date of determination.]

            ["Component XC": One of the 3 components of the Class X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LC as of any date of determination.]

            "Condemnation Proceeds": All cash amounts received by the Master
Servicer or the Special Servicer in connection with the taking of all or a part
of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, exclusive of any portion thereof required to be released to the
related Mortgagor or any other third-party in accordance with applicable law
and/or the terms and conditions of the related loan documents or any other
applicable document.

            "Confidential Information": As defined in Section 3.24.

            "Controlling Class": As of any date of determination, the
outstanding Class of Sequential Pay Certificates with the lowest Payment
Priority that has a then outstanding Class Principal Balance at least equal to
25% of the Initial Class Principal Balance thereof (or, if no Class of
Sequential Pay Certificates has a Class Principal Balance at least equal to 25%
of the Initial Class Principal Balance thereof, then the "Controlling Class"
shall be the outstanding Class of Sequential Pay Certificates with the then
largest outstanding Class Principal Balance).

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

            "Controlling Class Optionholder": The Purchase Option held by the
Majority Certificateholder of the Controlling Class pursuant to Section 3.18(c).

            "Corporate Trust Office": The principal corporate trust office of
the Trustee, for purposes of Certificate transfer services, at the date of the
execution of this Agreement is located at [______________], Attention:
[______________], and with respect to any successor Trustee, the principal
office thereof as designated in writing to the Depositor.

            "Corrected Mortgage Loan": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but as to which all Servicing Transfer Events
have ceased to exist other than in connection with a sale pursuant to Section
3.18.

            "Corresponding Certificate": As defined in the Preliminary Statement
with respect to any Corresponding Component or any Corresponding REMIC I Regular
Interest.

            "Corresponding Component": As defined in the Preliminary Statement
with respect to any Corresponding Certificate or any Corresponding REMIC I
Regular Interest.

            "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Corresponding Certificate or any
Corresponding Component.

            "Covered Risks": As defined in Section 3.07(a).

            "CPR": As defined in the Base Prospectus.

            "Cure": As defined in Section 3.29(e)(i).

            "Current Principal Distribution Amount": With respect to any
Distribution Date, an amount (calculated in accordance with Section 1.03) equal
to the aggregate of, without duplication:

            (1) the principal portions of all Monthly Payments (other than
      Balloon Payments) and any Assumed Monthly Payments due or deemed due, as
      the case may be, made by or on behalf of the related borrower or advanced
      in respect of the Mortgage Mortgage Loans and any REO Loans for their
      respective Due Dates occurring during the related Collection Period or any
      prior Collection Period;

            (2) all Principal Prepayments received on the Mortgage Loans during
      the related Collection Period;

            (3) with respect to any Balloon Loan that is included in the Trust
      Fund, as to which the related Stated Maturity Date occurred during or
      prior to the related Collection Period, any payment of principal
      (exclusive of any Principal Prepayment and any amount described in
      subclause (d) below) that was made by or on behalf of the related
      Mortgagor during the related Collection Period, net of any portion of such
      payment that represents a recovery of the principal portion of any Monthly
      Payment (other than a Balloon Payment) due, or the principal portion of
      any Assumed Monthly Payment deemed due, in respect of such Balloon Loan on
      a Due Date during or prior to the related Collection Period and not
      previously recovered;

            (4) all Liquidation Proceeds (net of Liquidation Expenses),
      Insurance Proceeds (net of related expenses) and Condemnation Proceeds
      (net of related expenses) received on or in respect of the Mortgage Loans
      during the related Collection Period that were identified and applied by
      the Master Servicer as recoveries of principal thereof, in each case net
      of any portion of such amounts that represents a recovery of the principal
      portion of any Monthly Payment (other than a Balloon Payment) due, or of
      the principal portion of any Assumed Monthly Payment deemed due, in
      respect of any such Mortgage Loan on a Due Date during or prior to the
      related Collection Period and not previously recovered; and

            (5) all Liquidation Proceeds (net of Liquidation Expenses),
      Insurance Proceeds and REO Revenues received on or in respect of any REO
      Properties during the related Collection Period that were identified and
      applied by the Master Servicer as recoveries of principal of the related
      REO Loans, in each case net of any portion of such amounts that represents
      a recovery of the principal portion of any Monthly Payment (other than a
      Balloon Payment) due, or of the principal portion of any Assumed Monthly
      Payment deemed due, in respect of any such REO Loan or the predecessor
      Mortgage Loan on a Due Date during or prior to the related Collection
      Period and not previously recovered.

            "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of
either of them.

            "Cut-off Date": [______________], 20[__].

            "Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date, net
of all unpaid payments of principal due in respect thereof on or before such
date.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as
of any date of determination, and calculated without regard to any cross
collateralization feature of such Mortgage Loan, the ratio of (x) the Net Cash
Flow (before payment of any debt service on such Mortgage Loan) generated by the
related Mortgaged Property or Mortgaged Properties during the most recently
ended period of not more than 12 months or less than three months for which
financial statements (whether or not audited) have been received by or on behalf
of the Mortgage Loan Seller (prior to the Closing Date) or the Master Servicer
or the Special Servicer (following the Closing Date), to (y) the product of the
amount of the Monthly Payment in effect for such Mortgage Loan as of such date
of determination, multiplied by the number of months represented in the
financial statements. The Master Servicer may, in accordance with CMSA reporting
standards, report Net Cash Flow with respect to each Mortgaged Property where
one or more Mortgage Loans are secured by multiple Mortgaged Properties;
provided, however, that for purposes of determining Debt Service Coverage Ratio
compliance, calculations shall be made at the Mortgage Loan level.

            "Default Charges": Any Default Interest and/or late payment charges
that are paid or payable, as the context may require, in respect of any Mortgage
Loan or REO Loan.

            "Default Interest": With respect to any Mortgage Loan (or successor
REO Loan), any amounts collected thereon, other than late payment charges or
Prepayment Premiums 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 Mortgage Loan": A Mortgage Loan (i) that is delinquent 60
days or more in respect to a Monthly Payment (not including the Balloon Payment)
or (ii) is delinquent in respect of its Balloon Payment unless the Master
Servicer has, on or prior to the due date of such Balloon Payment, received
written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan within 60 days after the due date of
such Balloon Payment (provided that if such refinancing does not occur during
such time specified in the commitment, the related Mortgage Loan will
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

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

            "Defective Mortgage Loan": Any Mortgage Loan as to which there
exists a Material Breach or a Material Document Defect that was not cured in all
material respects.

            "Definitive Certificate": As defined in Section 5.03(a).

            "Deleted Mortgage Loan": A Defective Mortgage Loan that is
repurchased from the Trust or replaced with one or more Replacement Mortgage
Loans, in either case as contemplated by Section 2.03.

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

            "Depositor": Banc of America Commercial Mortgage Inc., 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
earlier of (i) the [sixth] day of the month in which such Distribution Date
occurs, or if such [sixth] day is not a Business Day, the immediately preceding
Business Day, and (ii) [fourth] Business Day before such Distribution Date.

            "Determination Information": As defined in Section 3.18(b).

            "Directing Certificateholder": The Controlling Class
Certificateholder (or its designee) selected by the Majority Certificateholder
of the Controlling Class, as certified by the Trustee from time to time;
provided, however, that (i) absent such selection, or (ii) until a Directing
Certificateholder is so selected, or (iii) upon receipt of a notice from a
majority of the Controlling Class, by Certificate Principal Balance, that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that owns the largest aggregate Certificate Principal Balance
of the Controlling Class will be the Directing Certificateholder. The initial
Directing Certificateholder is [__________________].

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers (other than the sale of an REO Property pursuant to Section 3.18, the
performance of any construction work thereon or any use of such REO Property in
a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Special Servicer (or any Sub-Servicer on
behalf of the Special Servicer) shall not be considered to Directly Operate an
REO Property solely because the Special Servicer (or any Sub-Servicer on behalf
of the Special Servicer) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to, or
funds, repairs or capital expenditures with respect to such REO Property
(including, without limitation, construction activity to effect repairs or in
conjunction with leasing activity).

            "Discount Rate" As defined in Section 4.01(c).

            "Disqualified Non-U.S. Persons": With respect to a Class R
Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds the Class R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Certificate Registrar with an effective IRS Form W-8ECI (or successor form)
or (ii) a Non-U.S. Person that has delivered to both the transferor and the
Certificate Registrar an opinion of a nationally recognized tax counsel to the
effect that the transfer of the Class R Certificate to it is in accordance with
the requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class R Certificate will not be disregarded for federal
income tax purposes.

            "Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
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 Freddie Mac, a majority of its board of directors is not
selected by any such governmental unit), (ii) a foreign government,
international organization, or any agency or instrumentality of either of the
foregoing, (iii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code or (v)
any other Person so designated by the REMIC Administrator based upon an Opinion
of Counsel (provided to the Trustee by such Person at its expense) that the
holding of an Ownership Interest in a Residual Certificate by such Person may
cause the Trust 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.

            "Distributable Certificate Interest": For any Distribution Date with
respect to any Class of REMIC II Regular Certificates, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (to not less than zero) by that portion, if any, of the Net Aggregate
Prepayment Interest Shortfall for such Distribution Date allocated to such Class
of Certificates as set forth below. The Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated, pro rata, to
each Class of REMIC II Regular Certificates based on Accrued Certificate
Interest for each such Class of Certificates for such Distribution Date.

            "Distribution Account": The segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "[________________], as Trustee, in
trust for the registered holders of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200[__-__], Distribution
Account".

            "Distribution Date": The [tenth] day of any month, or if such
[tenth] day is not a Business Day, the Business Day immediately following,
commencing in [____________].

            "Distribution Date Statement": As defined in Section 4.02(a).

            "Document Defect": With respect to any Mortgage Loan, any document
required to be part of the related Mortgage File that has not been properly
executed, is missing, contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule (and the terms of such document have not been modified by written
instrument contained in the related Mortgage File), or does not appear to be
regular on its face.

            "Domestic Global Certificate": Any of the single, permanent global
certificates that represents the Certificates sold in reliance on Rule 144A.

            "DTC": As defined in Section 5.03(d).

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Stated Maturity Date, the day of the month set forth in the related Mortgage
Note on which each Monthly Payment on such Mortgage Loan is scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date, the day of the
month set forth in the related Mortgage Note on which each Monthly Payment on
such Mortgage Loan had been scheduled to be first due; and (iii) any REO Loan,
the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on the related Mortgage Loan had been scheduled to be first due.

            "Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, including, without
limitation, the Trustee (if it meets the following rating criteria), the
long-term unsecured debt obligations of which are rated no less than "Aa3" by
Moody's and "AA-" by S&P (or "A-" by S&P if such depository's short-term
unsecured debt rating is no less than "A-1" by S&P) (if the deposits are to be
held in the account for more than 30 days) (or if such account is maintained
with PNC Bank, National Association, or KeyBank National Association rated no
less than "A1" by Moody's and with respect to S&P meets the requirements set
forth in clause (i)), or the short-term unsecured debt obligations of which are
rated no less than "P-1" by Moody's and "A-1" by S&P (if the deposits are to be
held in the account for 30 days or less), in each case, at any time funds are on
deposit therein, (ii) a segregated trust account or accounts maintained with the
corporate trust department of a federally chartered depository institution or
trust company, including, without limitation, the Trustee, acting in its
fiduciary capacity and subject to the regulations regarding fiduciary funds on
deposit therein under 12 C.F.R. ss.9.10(b) that has a combined capital surplus
of at least $50,000,000, (iii) a segregated trust account or accounts maintained
with the corporate trust department of a state chartered depository institution
or trust company, including, without limitation, the Trustee, acting in its
fiduciary capacity and subject to regulations regarding fiduciary funds on
deposit therein substantially similar to 12 C.F.R. ss.9.10(b) that has a
combined capital surplus of at least $50,000,000, or (iv) any other account that
would not result in the downgrade, qualification (if applicable) or withdrawal
of the rating then assigned by either Rating Agency to any Class of Certificates
(as confirmed in writing by each Rating Agency).

            "Emergency Advance": Any Advance, whether or not it is a Servicing
Advance that, pursuant hereto, the Special Servicer has the option to make or to
request the Master Servicer to make, that must be made within [five] Business
Days of the Special Servicer's becoming aware that it must be made to avoid any
material penalty, any material harm to a Mortgaged Property or any other
material adverse consequence to the Trust Fund.

            "Environmental Insurance Policy": With respect to any Mortgaged
Property or REO Property, any insurance policy covering pollution conditions
and/or other environmental conditions in effect with respect to such Mortgaged
Property or REO Property.

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

            "Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums and similar items
in respect of the related Mortgaged Property.

            "Euroclear": Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or its successor in such capacity.

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

            "Excess Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD Loan at the Excess Interest Rate (the payment of which interest shall,
under the terms of such Loan, be deferred until the entire outstanding principal
balance of such ARD Loan has been paid), together with all interest, if any,
accrued at the related Mortgage Rate on such deferred interest.

            "Excess Interest Distribution Account": The segregated account or
sub-account of the Distribution Account created and maintained by the Trustee
pursuant to Section 4.06, which shall be entitled "[_________________], in trust
for the registered Holders of Banc of America Commercial Mortgage, Inc.
Commercial Mortgage Pass-Through Certificates, Series 200[__-__], Excess
Interest Distribution Account", and which must be an Eligible Account. The
Excess Interest Distribution Account shall not be an asset of REMIC I or REMIC
II formed hereunder.

            "Excess Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the Mortgage Rate for
such Loan resulting from the passage of such Anticipated Repayment Date.

            "Excess Liquidation Proceeds": An amount equal to the excess, if
any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a
Specially Serviced Mortgage Loan or REO Property, over (b) the sum of: (i) the
amount needed to pay off the Mortgage Loan or related REO Loan in full,
including any related Workout-Delayed Reimbursement Amounts, (ii) all unpaid
Advances and any unpaid Advance Interest thereon, and (iii) any related
Liquidation Fee.

            "Excess Liquidation Proceeds Account": The segregated account or
sub-account of the Distribution Account created and maintained by the Trustee
pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be
entitled "[_______________], as Trustee, in trust for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 200[__-__], Excess Liquidation Proceeds Account".

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

            "Exchange Certificate": The certificate necessary to exchange an
interest in a Regulation S Global Certificate for an interest in a Domestic
Global Certificate, which is in the form of Exhibit P attached hereto, or the
certificate necessary to exchange an interest in a Domestic Global Certificate
for an interest in a Regulation S Global Certificate, which is in the form of
Exhibit N or Exhibit O, as applicable, hereto, in each case as described in
Section 5.02(m).

            "Fannie Mae": The Federal National Mortgage Association or any
successor.

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

            "Final Distribution Date": The final Distribution Date on which any
distributions are to be made on the Certificates as contemplated by Section
9.01.

            "Final Recovery Determination": A determination made by the Special
Servicer, in its reasonable, good faith judgment and in accordance with the
Servicing Standard, with respect to any Mortgage Loan or REO Property (other
than a Mortgage Loan that is paid in full and other than a Mortgage Loan or REO
Property, as the case may be, that is repurchased or replaced by the Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase and Sale Agreement or
purchased by the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder(s) pursuant to Section 9.01), that there has been a recovery
of all related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds
and other payments or recoveries that will ultimately be recoverable.

            "FIRREA": The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (as amended).

            "Fixed Prepayment Premium" As defined in Section 4.01(c).

            "Freddie Mac": The Federal Home Loan Mortgage Corporation or any
successor.

            "Global Certificates": The Certificates represented by the
Regulation S Global Certificates or the Domestic Global Certificates.

            "Grace Period": As defined in Section 3.29(e)(i).

            "Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and (ii) the Excess Interest Distribution
Account and all funds and assets held from time to time on deposit in the Excess
Interest Distribution Account.

            "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 ("PCBs"),
radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification that would, if classified as unusable, be included in the
foregoing definition.

            "Holder": See the definition of "Certificateholder" in this Section
1.01.

            "HUD-Approved Servicer": A servicer that is a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 207 and 211
of the National Housing Act.

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

            "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by (i)
any Person that owns, directly or indirectly, 35 percent 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 not be an expense of the Trustee,
the REMIC Administrator or the Trust, delivered to the Trustee and the REMIC
Administrator), so long as REMIC I does not receive or derive any income from
such Person; provided that the relationship between such Person and REMIC I is
at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5), or (ii) any other Person upon receipt by the Trustee and the
REMIC Administrator of an Opinion of Counsel, which shall be at no expense to
the Trustee, the REMIC Administrator or the Trust, 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.

            "Initial Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the initial Class Principal Balance thereof as of
the Closing Date, in each case as set forth in the Preliminary Statement hereto.

            ["Initial Class X Notional Amount": With respect to the Class X
Certificates, the initial Class X Notional Amount thereof as of the Closing Date
equal to $[_____________].]

            "Initial Pool Balance": The aggregate Cut-off Date Balance of all
the Mortgage Loans included in the Trust Fund as of the Closing Date.

            "Initial Purchaser": Each of Banc of America Securities LLC and
[____________].

            "Initial Resolution Period": As defined in Section 2.03.

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

            "Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy, seismic (earthquake) insurance policy,
business interruption insurance policy, flood insurance policy, title policy or
other insurance policy that is maintained from time to time in respect of such
Mortgage Loan (or the related Mortgaged Property) or in respect of such REO
Property, as the case may be.

            "Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property or REO Property or released to the Mortgagor or any other
third party as permitted under the related loan documents, in either case, in
accordance with the Servicing Standard and with applicable law.

            "Interest Accrual Basis": The basis on which interest accrues in
respect of any Mortgage Loan, any REMIC I Regular Interest, or any Class of
REMIC II Regular Certificates, consisting of one of the following: (i) a 30/360
Basis or (ii) an Actual/360 Basis.

            "Interest Accrual Period": With respect to each Class of REMIC I
Regular Interests and each Class of REMIC II Regular Certificates for any
Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs.

            "Interest Deposit Amount": $[____________], with respect to one
Mortgage Loan identified on the Mortgage Loan Schedule as Loan No.
[____________], which amount represents the amount of interest that would have
accrued at the related Mortgage Rate on the Stated Principal Balance as of
[____________] of such Mortgage Loan had such Mortgage Loan been originated on
[____________], for the period from and including [____________] to but
excluding [____________].

            "Interest Reserve Account": The segregated account or sub-account of
the Certificate Account created and maintained by the Master Servicer pursuant
to Section 4.05 in trust for the Certificateholders, which shall be entitled
"Bank of America, National Association, on behalf of [____________], as Trustee,
in trust for the registered holders of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 200[__-__], Interest
Reserve Account".

            "Interested Person": The Depositor, the Mortgage Loan Seller, the
Master Servicer, any Sub-Servicer, the Special Servicer, the Trustee, any Holder
of a Certificate or any Affiliate of any such Person.

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

            "Investment Grade Sequential Pay Certificates": The Class A, Class B
and Class C Certificates.

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

            "IRS": The Internal Revenue Service or any successor.

            "Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, whether as payments, Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise that
represent late collections of the principal and/or interest portions of a
Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in
respect of such Mortgage Loan due or deemed due, as the case may be, for a Due
Date in a previous Collection Period, or for a Due Date coinciding with or
preceding the Cut-off Date, and not previously received or recovered. With
respect to any REO Loan, all amounts received in connection with the related REO
Property during any Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise that
represent late collections of the principal and/or interest portions of a
Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in
respect of the related Mortgage Loan or of an Assumed Monthly Payment in respect
of such REO Loan due or deemed due, as the case may be, for a Due Date in a
previous Collection Period and not previously received or recovered.

            "Letter of Credit": With respect to any Mortgage Loan, any
third-party letter of credit delivered by or at the direction of the Mortgagor
pursuant to the terms of such Mortgage Loan in lieu of the establishment of, or
deposit otherwise required to be made into, a Reserve Fund.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan (or related REO Loan) is repurchased by the Mortgage Loan Seller pursuant
to Section 4 of the Mortgage Loan Purchase and Sale Agreement; (iv) such
Mortgage Loan is purchased by the Directing Certificateholder, the Special
Servicer, or an assignee of such Person pursuant to Section 3.18(c) or the
related Mezzanine Loan Holder (if the related Defaulted Mortgage Loan has a
related Mezzanine Loan) pursuant to any Mezzanine Intercreditor Agreement; (v)
such Mortgage Loan is purchased by the Special Servicer or the Master Servicer
pursuant to Section 9.01(b). With respect to any REO Property (and the related
REO Loan), any of the following events: (i) a Final Recovery Determination is
made with respect to such REO Property or (ii) such REO Property is purchased by
the Master Servicer or the Special Servicer pursuant to Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to Section 3.09 or Section 3.18
(including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan or REO Property, the fee designated as such and payable to the Special
Servicer pursuant to the third paragraph of Section 3.11(c). Notwithstanding the
foregoing and for the avoidance of doubt, no Liquidation Fee shall be payable in
connection with (a) the purchase of a Defaulted Mortgage Loan by the Majority
Certificateholder of the Controlling Class, or by the related Mezzanine Loan
holder (if the related Defaulted Mortgage Loan has a related Mezzanine Loan)
pursuant to the related Mezzanine Intercreditor Agreement or pursuant to any
applicable purchase right set forth in Section 3.18(c) or (m); provided any such
purchase occurs within [___] days of such Person's option first becoming
exercisable, (b) with respect to a purchase of a related Defaulted Mortgage Loan
at its fair value as determined in Section 3.18, provided any such purchase
occurs within [___] days from the date that the Special Servicer initially
determined the fair value of the related Mortgage Loan, (c) the purchase option
of the Majority Certificateholder of the Controlling Class, the Master Servicer
or the Special Servicer pursuant to Section 9.01 or (d) the repurchase by the
Mortgage Loan Seller of a Mortgage Loan so required to be repurchased by it
pursuant to Section 4 of the Mortgage Loan Purchase and Sale Agreement and
Section 2.03 not later than [___] days after it has been notified pursuant to of
its obligation to so repurchase under Section 2.03 and Section 4 of the Mortgage
Loan Purchase and Sale Agreement.

            "Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, [__]%
([__] basis points).

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO Revenues) received by the Master
Servicer or the Special Servicer in connection with: (i) the liquidation of a
Mortgaged Property or other collateral constituting security for a Defaulted
Mortgage Loan, through trustee's sale, foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof required to be released to the
related Mortgagor in accordance with applicable law and/or the terms and
conditions of the related loan documents; (ii) the realization upon any
deficiency judgment obtained against a Mortgagor; (iii) the purchase of a
Defaulted Mortgage Loan pursuant to Section 3.18(c), by the Special Servicer
pursuant to Section 3.18(d), or by the related Mezzanine Loan Holder pursuant to
the related Mezzanine Intercreditor Agreement; (iv) the repurchase of a Mortgage
Loan by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase and Sale
Agreement; (v) the substitution of one or more Replacement Mortgage Loans for a
Deleted Mortgage Loan by the Mortgage Loan Seller pursuant to the Mortgage Loan
Purchase and Sale Agreement (such cash amounts being any Substitution Shortfall
Amounts); and (vi) the purchase of a Mortgage Loan or REO Property by the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder(s)
pursuant to Section 9.01).

            "Litigation Control": As defined in Section 2.03(i).

            "Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box agreement, if any, between the related originator and the Borrower,
pursuant to which an account created pursuant to the related loan documents to
receive revenues therefrom, if any, may have been established.

            "Lock-Box Account": With respect to any Lock-Box Agreement, the
account(s) established pursuant to the terms of such agreement.

            "MAI": Member of the Appraisal Institute.

            "Majority Certificateholder": With respect to any specified Class or
Classes of Certificates, as of any date of determination, any Holder or
particular group of Holders of Certificates of such Class or Classes, as the
case may be, entitled to a majority of the Voting Rights allocated to such Class
or Classes, as the case may be.

            "Master Servicer": Bank of America, National Association, its
successor in interest or any successor master servicer appointed as herein
provided.

            "Master Servicer Remittance Amount": With respect to any Master
Servicer Remittance Date, an amount equal to (a) all amounts on deposit in the
Certificate Account as of the commencement of business on such Master Servicer
Remittance Date, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any unscheduled payments of principal (including,
without limitation, Principal Prepayments, and interest, Liquidation Proceeds
and Insurance Proceeds) received after the end of the related Collection Period,
(iii) any Prepayment Premiums received after the end of the related Collection
Period, (iv) any amounts payable or reimbursable to any Person from the
Certificate Account pursuant to any of clauses (ii) through (xix) of Section
3.05(a), (v) any Excess Liquidation Proceeds, (vi) any amounts deposited into
the Certificate Account in error, and (vii) with respect to each Mortgage Loan
that accrues interest on an Actual/360 Basis and any Distribution Date relating
to the one-month period preceding the Distribution Date in each February (and in
any January of a year that is not a leap year), an amount equal to the related
Withheld Amount pursuant to Section 4.05; provided that, with respect to the
Master Servicer Remittance Date that occurs in the same calendar month as the
Final Distribution Date, the Master Servicer Remittance Amount will be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(iii) of this
definition.

            "Master Servicer Remittance Date": The Business Day immediately
preceding each Distribution Date.

            "Master Servicing Fee": With respect to each Mortgage Loan and REO
Loan, the fee payable to the Master Servicer pursuant to Section 3.11(a) and
from which any Primary Servicing Fee is payable.

            "Master Servicing Fee Rate": With respect to each Mortgage Loan and
any related REO Loan, the Administrative Fee Rate specified for each such
Mortgage Loan on the Mortgage Loan Schedule minus the Trustee Fee Rate.

            "Material Breach": A Breach that materially and adversely affects
the interests of the Certificateholders, or any of them, with respect to the
affected Mortgage Loan, including but not limited to a material and adverse
effect on any of the distributions payable with respect to any of the
Certificates or on the value of such Certificates or such Mortgage Loan.

            "Material Document Defect": A Document Defect that materially and
adversely affects the interests of the Certificateholders, or any of them, with
respect to the affected Mortgage Loan, including but not limited to a material
and adverse effect on any of the distributions payable with respect to any of
the Certificates or on the value of such Certificates or such Mortgage Loan.

            "MERS": Mortgage Electronic Registration Systems, Inc.

            "Modified Loan": Any Mortgage Loan as to which any Servicing
Transfer Event has occurred and that has been modified by the Special Servicer
pursuant to Section 3.20 in a manner that:

            (1) affects the amount or timing of any payment of principal or
      interest due thereon (other than, or in addition to, bringing current
      Monthly Payments with respect to such Mortgage Loan);

            (2) except as expressly contemplated by the related loan documents,
      results 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 or the delivery of substitute real property
      collateral with a fair market value (as is) that is not less than the fair
      market value (as is), as determined by an Appraisal delivered to the
      Special Servicer (at the expense of the related Mortgagor and upon which
      the Special Servicer may conclusively rely), of the property to be
      released; or

            (3) in the good faith and reasonable judgment of the Special
      Servicer, otherwise materially impairs the security for such Mortgage Loan
      or reduces the likelihood of timely payment of amounts due thereon.

            "Monetary Default": As defined in Section 3.29(e)(i).

            "Monetary Default Cure Period": As defined in Section 3.29(e)(i).

            "Monthly Payment": With respect to any Mortgage Loan, for any Due
Date as of which such Mortgage Loan is outstanding, the scheduled monthly
payment (or, in the case of an ARD Loan after its Anticipated Repayment Date,
the minimum required monthly payment, exclusive of any Excess Interest and any
excess cash flow) of principal and/or interest on such Mortgage Loan, including,
without limitation, a Balloon Payment, that is actually payable by the related
Mortgagor from time to time under the terms of the related Mortgage Note (as
such terms may be changed or modified in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.20 and applicable law); provided that the
Monthly Payment due in respect of any ARD Loan after its Anticipated Repayment
Date shall not include Excess Interest.

            "Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither Moody's nor any successor remains in existence, "Moody's"
shall be deemed to refer to such other nationally recognized statistical rating
agency or other comparable Person designated by the Depositor, notice of which
designation shall be given to the Trustee, the Master Servicer, the Special
Servicer and the REMIC Administrator, and specific ratings of Moody's herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.

            "Mortgage": With respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of trust and/or
other similar document or instrument securing the related Mortgage Note and
creating a lien on the related Mortgaged Property.

            "Mortgage File": With respect to any Mortgage Loan, subject to
Sections 1.04 and 2.01, collectively the following documents:

            (i) the original executed Mortgage Note, endorsed (either on the
      face thereof or pursuant to a separate allonge) "Pay to the order of
      [____________], as Trustee for the registered holders of Banc of America
      Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
      Series 20[__-__], without recourse" or in blank, and further showing a
      complete, unbroken chain of endorsement from the originator (if such
      originator is other than the Mortgage Loan Seller); or alternatively, if
      the original executed Mortgage Note has been lost, a lost note affidavit
      and indemnity from the Mortgage Loan Seller with a copy of such Mortgage
      Note;

            (ii) an original or a copy of the Mortgage and any intervening
      assignments that precede the assignment referred to in clause (iv) of this
      definition, in each case (unless the particular item has not been returned
      from the applicable recording office) with evidence of recording indicated
      thereon;

            (iii) an original or a copy of any related Assignment of Leases (if
      such item is a document separate from the Mortgage) and of any intervening
      assignments thereof that precede the assignment referred to in clause (v)
      of this definition, in each case (unless the particular item has not been
      returned from the applicable recording office) with evidence of recording
      indicated thereon;

            (iv) subject to the provisos at the end of this paragraph, an
      original executed assignment of the Mortgage, in favor of "[____________],
      as Trustee for the registered holders of Banc of America Commercial
      Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series
      20[__-__]" or in blank, in recordable form (except for any missing
      recording information with respect to such Mortgage); provided that, if
      the related Mortgage has not been returned from the applicable public
      recording office, such assignment of Mortgage may exclude the information
      to be provided by the recording office; and provided, further, if the
      related Mortgage has been recorded in the name of Mortgage Electronic
      Registration Systems, Inc. ("MERS") or its designee, no assignment of
      Mortgage in favor of the Trustee will be required to be prepared or
      delivered and instead, the Master Servicer shall take all actions as are
      necessary to cause the Trustee to be shown as, and the Trustee shall take
      all actions necessary to confirm that it is shown as, the owner of the
      related Mortgage on the records of MERS for purposes of the system of
      recording transfers of beneficial ownership of mortgages maintained by
      MERS;

            (v) an original executed assignment of any related Assignment of
      Leases (if such item is a document separate from the Mortgage), in favor
      of "[____________], as Trustee for the registered holders of Banc of
      America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
      Certificates, Series 200[__-__]" or in blank, in recordable form (except
      for any missing recording information with respect to such Assignment of
      Leases); provided that if the related Mortgage has been recorded in the
      name of MERS or its designee, no assignment of Assignment of Leases in
      favor of the Trustee will be required to be prepared or delivered and
      instead, the Master Servicer shall take all actions as are necessary to
      cause the Trustee to be shown as, and the Trustee shall take all actions
      necessary to confirm that it is shown as, the owner of the related
      Mortgage on the records of MERS for purposes of the system of recording
      transfers of beneficial ownership of mortgages maintained by MERS;

            (vi) originals or copies of any written assumption, modification,
      written assurance and substitution agreements in those instances where the
      terms or provisions of the Mortgage or Mortgage Note have been modified or
      the Mortgage Loan has been assumed, in each case (unless the particular
      item has not been returned from the applicable recording office) with
      evidence of recording indicated thereon if the instrument being modified
      or assumed is a recordable document;

            (vii) the original or a copy of the policy of lender's title
      insurance or, if such policy has not yet been issued, a "marked-up" pro
      forma title policy or commitment for title insurance marked as binding and
      countersigned by the issuer or its authorized agent either on its face or
      by an acknowledged closing instruction or escrow letter;

            (viii) filed copies of any prior UCC Financing Statements in favor
      of the originator of such Mortgage Loan or in favor of any assignee prior
      to the Trustee (but only to the extent the Mortgage Loan Seller had
      possession of such UCC Financing Statements prior to the Closing Date)
      and, in connection with such UCC Financing Statements, an original UCC-2
      or UCC-3, as appropriate, in favor of [____________], as Trustee for the
      registered holders of Banc of America Commercial Mortgage Inc., Commercial
      Mortgage Pass-Through Certificates, Series 200[__-__] or in blank, in a
      form that is complete and suitable for filing or recording, and sufficient
      to assign to the Trustee the security interest held by the originator of
      the Mortgage Loan or its assignee; provided, if the related Mortgage Loan
      has been recorded in the name of MERS or its designee, no UCC Financing
      Statement in favor of the Trustee will be required to be prepared or
      delivered and instead, the Master Servicer shall take all actions as are
      necessary to cause the Trustee, on behalf of the Certificateholders, to be
      shown as, and the Trustee shall take all actions necessary to confirm that
      it is shown as, the owner of the related Mortgage on the records of MERS
      for purposes of the system of recording transfers of beneficial ownership
      of mortgages maintained by MERS;

            (ix) the original or a copy of any environmental indemnity agreement
      relating solely to such Mortgage Loan;

            (x) the original or a copy of any power of attorney, guaranty and/or
      loan agreement relating to such Mortgage Loan;

            (xi) any original documents (including any security agreement(s))
      relating to, evidencing or constituting Additional Collateral and, if
      applicable, the originals or copies of any intervening assignments
      thereof;

            (xii) the original or a copy of any intercreditor agreement,
      co-lender agreement, agreement among noteholders or similar agreement
      relating to such Mortgage Loan and a copy of any Letter of Credit;

            (xiii) with respect to hospitality properties, a copy of the
      franchise agreement, an original copy of the comfort letter and any
      transfer documents with respect to such comfort letter, if any; and

            (xiv) a list attached to each Mortgage File indicating the documents
      to be included in each such Mortgage File (the "Mortgage Loan Checklist")
      which list may be modified within 180 days by the Mortgage Loan Seller
      after the Closing Date to correct any errors in accordance with Section
      2.02(e);

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf such term shall
not be deemed to include such documents and instruments required to be included
therein unless they are actually so received; provided, further, however, that
on the Closing Date, with respect to item (iv), the Depositor has delivered to
the Trustee a copy of such assignment of Mortgage in blank and has caused the
Master Servicer to retain the completed assignment of Mortgage for recording as
described below, unless such Mortgage has been recorded in the name of MERS or
its designee.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File.

            "Mortgage Loan Checklist": As defined in the definition of Mortgage
File.

            "Mortgage Loan Purchase and Sale Agreement": The Mortgage Loan
Purchase and Sale Agreement, dated as of [____________], [20__], between Bank of
America and the Depositor.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, which list is
attached hereto as Schedule I and may be amended from time to time in accordance
with Section 2.03(f). The Mortgage Loan Schedule shall set forth, among other
things, the following information with respect to each Mortgage Loan:

            (i) the loan number, the control number and the trust mortgage loan
      identification number;

            (ii) the street address or addresses (including city, state and zip
      code) of the related Mortgaged Property.

            (iii) (a) the Mortgage Rate in effect as of the Cut-off Date and (b)
      whether the Mortgage Loan accrues interest on the basis of the actual
      number of days elapsed in the relevant month of accrual and a 360-day year
      (an "Actual/360 Basis") or on the basis of a 360-day year consisting of
      twelve 30-day months (a "30/360 Basis");

            (iv) the original principal balance;

            (v) the Cut-off Date Balance;

            (vi) the (A) remaining term to stated maturity and (B) Stated
      Maturity Date;

            (vii) the Due Date;

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

            (ix) the Administrative Fee Rate (inclusive of the Master Servicer
      Fee Rate, the Trustee Fee Rate, and the Primary Servicing Fee Rate);

            (x) the Primary Servicing Fee Rate;

            (xi) the Master Servicing Fee Rate;

            (xii) the original amortization term;

            (xiii) whether the Mortgage Loan is an ARD Loan; and

            (xiv) the applicable grace period.

            (xv) The Mortgage Loan Schedule shall also set forth the aggregate
      Cut-off Date Balance for all of the Mortgage Loans. Such list may be in
      the form of more than one list, collectively setting forth all of the
      information required.

            "Mortgage Loan Seller": Bank of America (and its successors and
assigns).

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

            "Mortgage Pool": Collectively, all of the Mortgage Loans and any
successor REO Loans.

            "Mortgage Rate": With respect to (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the annualized rate at which interest is scheduled
(in the absence of a default) to accrue on such Mortgage Loan from time to time
in accordance with the terms of the related Mortgage Note (as such may be
modified at any time following the Closing Date) and applicable law, (ii) any
Mortgage Loan after its Stated Maturity Date, the annualized rate described in
clause (i) above determined without regard to the passage of such Stated
Maturity Date, and (iii) any REO Loan, the annualized rate described in clause
(i) or (ii) above, as applicable, determined as if the related Mortgage Loan had
remained outstanding.

            "Mortgaged Property": Individually and collectively, as the context
may require, each real property (together with all improvements and fixtures
thereon) subject to the lien of a Mortgage and constituting collateral for a
Mortgage Loan.

            "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.

            "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments during the related Collection Period, exceeds (b) the
amount of the Compensating Interest Payment remitted by the Master Servicer
pursuant to Section 3.19(e) on the Master Servicer Remittance Date related to
such Distribution Date.

            "Net Assumption Fee": As defined in Section 3.08.

            "Net Assumption Application Fee": As defined in Section 3.08.

            "Net Cash Flow": With respect to any Mortgaged Property, the total
operating revenues derived from such Mortgaged Property, minus the total fixed
and variable operating expenses, capital expenditures such as reserves, tenant
improvements and leasing commissions, incurred in respect of such Mortgaged
Property (subject to adjustments for, among other things, (i) non-cash items
such as depreciation and amortization, and (ii) debt service on loans secured by
the Mortgaged Property).

            "Net Default Charges": With respect to any Mortgage Loan or REO
Loan, the Default Charges referred to in clause fifth of Section 3.27(a) and
Section 3.27(c), which are payable to the Master Servicer as Additional Master
Servicing Compensation or the Special Servicer as Additional Special Servicing
Compensation.

            "Net Investment Earnings": With respect to any Investment Account
for any Collection Period, the amount, if any, by which the aggregate of all
interest and other income realized during such Collection Period on funds held
in such Investment Account, exceeds the aggregate of all losses and investment
costs, if any, incurred during such Collection Period in connection with the
investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to any Investment Account for
any Collection Period, the amount by which the aggregate of all losses and
investment costs, if any, incurred during such Collection Period in connection
with the investment of funds held in such Investment Account in accordance with
Section 3.06, exceeds the aggregate of all interest and other income realized
during such Collection Period on such funds, but Net Investment Loss shall not
include any loss with respect to such investment that is incurred solely as a
result of the insolvency of the federally or state chartered depository
institution or trust company that holds such Investment Account so long as such
depository institution or trust company satisfied the qualifications set forth
in the definition of Eligible Account at the time such investment was made and
so long as such depository institution or trust company is not an Affiliate of
either the Master Servicer or the Special Servicer.

            "Net Liquidation Proceeds": The excess, if any, of all Liquidation
Proceeds received with respect to any Specially Serviced Mortgage Loan or REO
Property, over the amount of all Liquidation Expenses incurred with respect
thereto and all related Servicing Advances reimbursable therefrom.

            "Net Modification Fee": As defined in Section 3.20(i).

            "Net Modification Application Fee": As defined in Section 3.20(i).

            "Net Mortgage Rate": With respect to any Mortgage Loan or any REO
Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect, in each case minus the related Administrative Fee
Rate, if applicable. For purposes of calculating the Pass-Through Rate for each
Class of Certificates (other than the Residual Certificates) from time to time,
the Net Mortgage Rate for any Mortgage Loan will be calculated without regard to
any modification, waiver or amendment of the terms of such Mortgage Loan
subsequent to the Closing Date.

            "Net Operating Income": With respect to any Mortgaged Property, the
total operating revenues derived from such Mortgaged Property for a specified
period, minus the total fixed and variable operating expenses incurred in
respect of such Mortgaged Property (subject to adjustments for, and excluding,
among other things, (i) non-cash items such as depreciation and amortization,
(ii) capital expenditures (inclusive of replacement reserves) and (iii) debt
service on loans secured by the Mortgaged Property).

            "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 has the right to
renegotiate the terms of such lease.

            "Non-Monetary Default": As defined in Section 3.29(e)(iv).

            "Non-Monetary Default Cure Period": As defined in Section
3.29(e)(iv).

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class C, Class R-I and Class R-II Certificate.

            "Non-U.S. Person": Any person other than a U.S. Person.

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

            "Nonrecoverable P&I Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 4.03(c), any
P&I Advance previously made or to be made in respect of any Mortgage Loan or any
REO Loan that, as determined by the Master Servicer or, if applicable, the
Trustee in its reasonable, good faith judgment, based on at least an Appraisal
conducted within the 12 months preceding any such determination, will not be
ultimately recoverable from Default Charges, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or any other recovery on or in respect of such
Mortgage Loan.

            "Nonrecoverable Servicing Advance": Any Servicing Advance made or
proposed to be made in respect of a Mortgage Loan or REO Property that, as
determined by the Master Servicer or, if applicable, the Special Servicer or the
Trustee in reasonable and good faith judgment, will not be recoverable (together
with Advance Interest accrued thereon), or that in fact was not ultimately
recovered, from Default Charges, Insurance Proceeds, Liquidation Proceeds or any
other recovery on or in respect of such Mortgage Loan or REO Property (without
giving effect to potential recoveries on deficiency judgments or recoveries from
guarantors); provided, however, that the Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard and Section
3.11(h), that any Servicing Advance previously made or proposed to be made is a
Nonrecoverable Servicing Advance and shall deliver to the Master Servicer and
the Trustee notice of such determination and any such determination shall be
conclusive and binding on the Master Servicer and the Trustee.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, a Responsible Officer of the
Trustee or any authorized officer of the Mortgage Loan Seller, as the case may
be.

            "Opinion of Counsel": A written opinion of counsel (who must, in
connection with any opinion rendered pursuant hereto with respect to tax matters
or a resignation under Section 6.04, be Independent counsel, but who otherwise
may be salaried counsel for the Depositor, the Trustee, the REMIC Administrator,
the Master Servicer or the Special Servicer), which written opinion is
acceptable and delivered to the addressee(s).

            "Option Holder": As defined in Section 3.18(c).

            "Option Period": As defined in Section 3.18(c).

            "Option Price": As defined in Section 3.18(c).

            "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.

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

            "Pass-Through Rate": With respect to any Class of Sequential Pay
Certificates, the rate per annum specified as such in respect of such Class of
Certificates in the Preliminary Statement hereto. [With respect to the Class X
Certificates, for any Distribution Date, the Class X Pass-Through Rate.]

            "Past Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Mortgage Loan having any Monthly Payment remaining unpaid
past its Due Date and past any applicable grace period for such Monthly Payment
as of the Determination Date on the same calendar month.

            "Payment Priority": With respect to any Class of Certificates, the
priority of the Holders thereof in respect of the Holders of the other Classes
of Certificates to receive distributions out of the Available Distribution
Amount for any Distribution Date. The Payment Priority of the respective Classes
of Certificates shall be, in descending order, as follows: first, the Class A
Certificates; second the Class B Certificates; third, the Class C Certificates;
and last, the respective Classes of Residual Certificates.

            "Percentage Interest": With respect to any REMIC II Regular
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the Initial Class Principal Balance [or Initial Class X Notional
Amount, as the case may be,] of the relevant Class. With respect to a Residual
Certificate, the percentage interest in distributions to be made with respect to
the relevant Class, as stated on the face of such Certificate.

            "Performance Certification": As defined in Section 8.13(c).

            "Performing Loan": As of any date of determination, any Mortgage
Loan as to which no Servicing Transfer Event then exists.

            "Performing Party": As defined in Section 8.13(c).

            "Permitted Investments": Any one or more of the following
obligations:

            (a) direct obligations of, or obligations fully guaranteed as to
      timely payment of principal and interest by, the United States or any
      agency or instrumentality thereof, provided such obligations are backed by
      the full faith and credit of the United States;

            (b) repurchase obligations with respect to any security described in
      clause (a) above; provided that the long-term unsecured debt obligations
      of the party agreeing to repurchase such obligations are rated "Aaa" by
      Moody's and "AAA" by S&P;

            (c) federal funds, uncertificated certificates of deposit, time
      deposits and bankers' acceptances (having original maturities of not more
      than 365 days) of any bank or trust company organized under the laws of
      the United States or any state; provided that the short-term unsecured
      debt obligations of such bank or trust company are rated no less than
      "P-1" by Moody's and "A-1+" by S&P;

            (d) commercial paper (having original maturities of not more than
      365 days) of any corporation incorporated under the laws of the United
      States or any state thereof rated no less than "P-1" by Moody's, and
      "A-1+" by S&P;

            (e) units of money market funds that maintain a constant asset value
      and that are rated in the highest applicable rating category by each of
      S&P (i.e., "AAAm" or "AAAmG") and Moody's (or if not rated by Moody's a
      confirmation from Moody's that such money market fund is acceptable); and

            (f) any other obligation or security that would not result in the
      downgrade, qualification (if applicable) or withdrawal of the rating then
      assigned by any of the Rating Agencies to any Class of Certificates,
      evidence of which shall be confirmed in writing by each Rating Agency to
      the Trustee;

provided that no investment described hereunder shall evidence either the right
to receive (a) only interest with respect to such investment or (b) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; provided, further, that no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity;
provided, further, that each investment described hereunder shall, by its terms,
have a predetermined fixed amount of principal due at maturity (that cannot vary
or change) and either a fixed interest rate or variable interest rate tied to a
single interest rate index plus a single fixed spread; and provided, further,
that each investment described hereunder shall be a "cash flow investment", as
defined in the REMIC Provisions; provided, further, that no investment described
hereunder shall have a maturity in excess of one year; provided, further, that
no investment described hereunder shall be liquidated prior to its maturity
date; provided, further, that no investment described hereunder may have an "r"
highlighter or other comparable qualifier attached to its rating.

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than any of a Plan or a Person acting on behalf of or using the assets of
a Plan, a Disqualified Organization, a Disqualified Non U.S. Person or a U.S.
Person with respect to whom income on a Residual Certificate is attributable to
a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other U.S. Person or any
nominee, agent or middleman of any of the above.

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

            "Phase I Environmental Assessment": A "Phase I assessment" or, in
the case of any Mortgage Loan having an initial principal balance under
$[_______], a transaction screen, as described in, and meeting the criteria of
the American Society for Testing and Materials.

            "Placement Agent": Banc of America Securities LLC.

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

            "Prepayment Assumption": The assumption that no Mortgage Loan (other
than an ARD Loan) is prepaid prior to its Stated Maturity Date and that no ARD
Loan is prepaid prior to, but each is paid in its entirety on, its Anticipated
Repayment Date, such assumption to be used for determining the accrual of
original issue discount, market discount and premium, if any, on the Mortgage
Loans, the REMIC I Regular Interests and the REMIC II Regular Certificates, for
federal income tax purposes.

            "Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part made on or prior to the
Determination Date in any calendar month but after such Mortgage Loan's Due
Date, any payment of interest (net of related Master Servicing Fees and Excess
Interest and exclusive of Prepayment Premiums) actually collected from the
related Mortgagor from and after such Due Date.

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part made after the
Determination Date in any calendar month, the amount of uncollected interest
(determined without regard to any Prepayment Premium that may have been
collected and exclusive of, in the case of an ARD Loan after its Anticipated
Repayment Date, Excess Interest) that would have accrued at a per annum rate
equal to the sum of the Net Mortgage Rate for such Mortgage Loan plus the
Trustee Fee Rate, on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to such
Mortgage Loan and ending on the last day of such calendar month, inclusive.

            "Prepayment Premium": Any premium, penalty or fee paid or payable,
as the context requires, by a Mortgagor in connection with a Principal
Prepayment on, or other early collection of principal of, a Mortgage Loan or any
successor REO Loan.

            "Primary Servicing Fee": With respect to each Mortgage Loan that is
subject to a Sub-Servicing Agreement as of the Closing Date, the monthly fee
payable to the Sub-Servicer by the Master Servicer from the Master Servicing
Fee, which monthly fee accrues at the Primary Servicing Fee Rate.

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan
that is subject to a Sub-Servicing Agreement as of the Closing Date, the rate
per annum specified as such in the Mortgage Loan Schedule.

            "Primary Servicing Office": With respect to the Master Servicer, the
office thereof primarily responsible for performing its respective duties under
this Agreement, initially located in Charlotte, North Carolina, and, with
respect to the Special Servicer, the office thereof primarily responsible for
performing its respective duties under this Agreement, initially located in
Florida.

            "Principal Distribution Amount": With respect to any Distribution
Date and in respect of any Mortgage Loan, the aggregate of the Current Principal
Distribution Amount for such Distribution Date and, if such Distribution Date is
subsequent to the initial Distribution Date, the excess, if any, of the
Principal Distribution Amount for the preceding Distribution Date, over the
aggregate distributions of principal made on the Sequential Pay Certificates on
the preceding Distribution Date; provided that the Principal Distribution Amount
for any Distribution Date shall be reduced by the amount of any reimbursements
of Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts plus
interest on such Nonrecoverable Advances or Workout-Delayed Reimbursement
Amounts that are paid or reimbursed from principal collections on the Mortgage
Loans in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date
(provided that if any of the amounts that were reimbursed from principal
collections on the Mortgage Loans are subsequently recovered on the related
Mortgage Loan, such recovery will increase the Principal Distribution Amount for
the Distribution Date related to the period in which such recovery occurs).

            "Principal Pay Certificates": The Sequential Pay Certificates.

            "Principal Prepayment": Any voluntary payment of principal made by
the Mortgagor on a Mortgage Loan that is received in advance of its scheduled
Due Date and that is not accompanied by an amount of interest (without regard to
any Prepayment Premium that may have been collected) representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

            "Prohibited Actions": As defined in Section 3.21(f).

            "Prospectus Supplement": That certain prospectus supplement dated
[____________], 20[__], relating to the Class A [,Class X] and Class B
Certificates, that is a supplement to the Base Prospectus.

            "Purchase Option": As defined in Section 3.18(c).

            "Purchase Price": With respect to any Mortgage Loan, a price equal
to the unpaid principal balance of the Mortgage Loan as of the date of purchase,
together with (a) all accrued and unpaid interest (excluding, in the case of an
ARD Loan after its Anticipated Repayment Date, Excess Interest) on the Mortgage
Loan at the related Mortgage Rate up to but not including the Due Date in the
Collection Period of purchase, (b) all related unreimbursed Master Servicing
Fees, Special Servicing Fees, Trustee Fees and Servicing Advances that are
unreimbursed from related collections on such Mortgage Loan, (c) all accrued and
unpaid Advance Interest in respect of related Advances, (d) any Additional Trust
Fund Expenses in respect of such Mortgage Loan (including any Additional Trust
Fund Expenses previously reimbursed or paid by the Trust Fund but not so
reimbursed by the related Mortgagor or other party or from Insurance Proceeds or
Condemnation Proceeds or otherwise), (e) Liquidation Fees (if any) payable in
connection with a purchase of a Mortgage Loan and (f) any cost, fees and
expenses of enforcement (including attorneys fees) of a repurchase obligation
pursuant to Section 2.03(h) of this Agreement. With respect to any REO Property,
a price equal to the unpaid principal balance of the related REO Loan as of the
date of purchase, together with (a) all accrued and unpaid interest (excluding,
in the case of an ARD Loan after its Anticipated Repayment Date, Excess
Interest) on such REO Loan at the related Mortgage Rate to but not including the
Due Date in the Collection Period of purchase, (b) all related unreimbursed
Master Servicing Fees, Special Servicing Fees, Trustee Fees and Servicing
Advances that are unreimbursed from related collections on such Mortgage Loan,
(c) all related unreimbursed Servicing Advances, (d) all accrued and unpaid
Advance Interest in respect of related Advances, (e) any Additional Trust Fund
Expenses in respect of such REO Property (including any Additional Trust Fund
Expenses previously reimbursed or paid by the Trust Fund but not so reimbursed
by the related Mortgagor or other party or from Insurance Proceeds or
Condemnation Proceeds or otherwise), (f) Liquidation Fees (if any) payable in
connection with a purchase of a Mortgage Loan and (g) any cost, fees and
expenses of enforcement (including attorneys fees) of a repurchase obligation
pursuant to Section 2.03 of this Agreement. The Purchase Price of any Mortgage
Loan or REO Property is intended to include, without limitation, principal and
interest previously advanced with respect thereto and not previously reimbursed.

            "Qualified Appraiser": In connection with the appraisal of any
Mortgage Loan, Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with at least five years of experience in respect of the relevant
geographic location and property type.

            "Qualified Bidder": As defined in Section 7.01(d).

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

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction.

            "Qualifying Substitute Mortgage Loan": In connection with the
replacement of a Defective Mortgage Loan as contemplated by Section 2.03, any
other mortgage loan that, on the date of substitution: (i) has a principal
balance, after deduction of the principal portion of any unpaid Monthly Payment
due on or before the date of substitution, not in excess of the Stated Principal
Balance of the Defective Mortgage Loan; (ii) is accruing interest at a fixed
rate of interest at least equal to that of the Defective Mortgage Loan; (iii)
has the same Due Date as, and a grace period for delinquent Monthly Payments
that is no longer than, the Due Date and grace period, respectively, of the
Defective Mortgage Loan; (iv) is accruing interest on the same basis as the
Defective Mortgage Loan (for example, on the basis of a 360-day year consisting
of twelve 30-day months); (v) has a remaining term to stated maturity not
greater than, and not more than two years less than, that of the Defective
Mortgage Loan and, in any event, has a maturity date not later than two years
prior to the Rated Final Distribution Date; (vi) has a then current
loan-to-value ratio not higher than, and a then current debt service coverage
ratio not lower than, the loan-to-value ratio and debt service coverage ratio,
respectively, of the Defective Mortgage Loan as of the Closing Date; (vii) has
comparable prepayment restrictions to those of the Defective Mortgage Loan;
(viii) will comply (except in a manner that would not be adverse to the
interests of the Certificateholders (as a collective whole) in or with respect
to such mortgage loan), as of the date of substitution, with all of the
representations relating to the Defective Mortgage Loan set forth in or made
pursuant to the Mortgage Loan Purchase and Sale Agreement; (ix) has a Phase I
Environmental Assessment and a property condition report relating to the related
Mortgaged Property in its Servicing File, which Phase I Environmental Assessment
will evidence that there is no material adverse environmental condition or
circumstance at the related Mortgaged Property for which further remedial action
may be required under applicable law, and which property condition report will
evidence that the related Mortgaged Property is in good condition with no
material damage or deferred maintenance; and (x) constitutes a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code;
provided, however, that if more than one mortgage loan is to be substituted for
any Defective Mortgage Loan, then all such proposed Replacement Mortgage Loans
shall, in the aggregate, satisfy the requirement specified in clause (i) of this
definition and each such proposed Replacement Mortgage Loan shall, individually,
satisfy each of the requirements specified in clauses (ii) through (x) of this
definition; and provided, further, that no mortgage loan shall be substituted
for a Defective Mortgage Loan unless (x) such prospective Replacement Mortgage
Loan shall be acceptable to the Directing Certificateholder (or, if there is no
Directing Certificateholder then serving, to the Holders of Certificates
representing a majority of the Voting Rights allocated to the Controlling
Class), in its (or their) sole discretion, and (y) each Rating Agency shall have
confirmed in writing to the Trustee that such substitution will not in and of
itself result in an Adverse Rating Event with respect to any Class of Rated
Certificates (such written confirmation to be obtained by, and at the expense
of, the Mortgage Loan Seller effecting such substitution).

            "Rated Certificate": Any of the Certificates to which a rating has
been assigned by either Rating Agency at the request of the Depositor.

            "Rated Final Distribution Date": As to each Class of Certificates,
the Distribution Date in [____________].

            "Rating Agency": Each of [____________].

            "Realized Loss": With respect to each Defaulted Mortgage Loan as to
which a Final Recovery Determination has been made, or with respect to any REO
Loan as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Loan or REO Mortgage Loan, as the case may be, as of the Due
Date related to the Collection Period in which the Final Recovery Determination
was made, plus (ii) all accrued but unpaid interest on such Mortgage Loan or REO
Loan, as the case may be, at the related Mortgage Rate to but not including the
Due Date related to the Collection Period in which the Final Recovery
Determination was made, plus (iii) any related unreimbursed Servicing Advances
as of the commencement of the Collection Period in which the Final Recovery
Determination was made, together with any new related Servicing Advances made
during such Collection Period, minus (iv) all payments and proceeds, if any,
received in respect of such Collection Period related to the Mortgage Loan or
REO Loan, as the case may be, during the Collection Period in which such Final
Recovery Determination was made (net of any related Liquidation Expenses paid
therefrom).

            With respect to any Mortgage Loan as to which any portion of the
outstanding principal or accrued interest owed thereunder was forgiven in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Master Servicer or Special Servicer pursuant to Section
3.20, the amount of such principal or past due interest (other than any Default
Interest) so forgiven.

            With respect to any Mortgage Loan as to which the Mortgage Rate
thereon has been permanently reduced and not recaptured for any period in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Master Servicer or Special Servicer pursuant to Section
3.20, the amount of the consequent reduction, if any, in the interest portion of
each successive Monthly Payment due thereon. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.

            "Record Date": With respect to each Class of Certificates, for any
Distribution Date, the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs.

            "Registered Certificates": Any Certificate that has been registered
under the Securities Act.

            "Regulation S": Regulation S under the Securities Act.

            "Regulation S Certificate": A certificate in the form of Exhibit M
attached hereto.

            "Regulation S Global Certificate": A global certificate representing
interests in a Class of Certificates as provided in Section 5.03(g), initially
sold in offshore transactions in reliance on Regulation S in fully registered
form without interest coupons.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of Advance Interest, which rate per annum shall be equal to the "prime rate" as
published in the "Money Rates" section of The Wall Street Journal, as such
"prime rate" may change from time to time. If The Wall Street Journal ceases to
publish such "prime rate", then the Trustee, in its sole discretion, shall
select an equivalent publication that publishes such "prime rate"; and if such
"prime rate" is no longer generally published or is limited, regulated or
administered by a governmental or quasi-governmental body, then the Trustee
shall select a comparable interest rate index. In either case, such selection
shall be made by the Trustee in its sole discretion and the Trustee shall notify
the Master Servicer and the Special Servicer in writing of its selection.

            "Release Date": The 40th day after the later of (i) the commencement
of the offering of the Certificates and (ii) the Closing Date.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.

            "REMIC Administrator": [____________], its successor in interest, or
any successor REMIC administrator appointed as herein provided.

            "REMIC I": A segregated pool of assets subject hereto and to be
administered hereunder, with respect to which a REMIC election is to be made,
consisting of: (i) the Mortgage Mortgage Loans (other than Excess Interest) as
from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans received or receivable after the Cut-off Date
(other than payments of principal, interest and other amounts due and payable on
the Mortgage Loans on or before the Cut-off Date), together with all documents,
Escrow Payments and Reserve Funds delivered or caused to be delivered hereunder
by the Mortgage Loan Seller with respect to such Mortgage Loans; (ii) any REO
Property acquired in respect of a Mortgage Loan and all payments and proceeds of
such REO Property; (iii) the rights of the Depositor under Sections 2, 3, 4, 11,
12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 of the Mortgage Loan Purchase and
Sale Agreement with respect to such Mortgage Loans; and (iv) such amounts on or
with respect to clauses (i) or (ii) as from time to time are deposited into the
Distribution Account, the Certificate Account, the Interest Reserve Account and
the REO Account (if established) and the Excess Liquidation Proceeds Account (if
established), to the extent of the Trust's interest in each of the foregoing.

            "REMIC I Distribution Account": The segregated account or accounts
created and maintained as a separate trust account or accounts by the Trustee
pursuant to Section 3.04, which shall be entitled "[____________], as Trustee,
in trust for Holders of Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 20[__-__], REMIC I Distribution
Account" and which account shall be an Eligible Account and a sub-account of the
Distribution Account.

            "REMIC I Principal Balance": The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular Interest shall equal
the initial REMIC I Principal Balance as set forth in the Preliminary Statement
hereto. On each Distribution Date, the REMIC I Principal Balance of each REMIC I
Regular Interest shall be permanently reduced by all distributions of principal
deemed to have been made in respect of such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(a), and shall be further permanently
reduced on such Distribution Date by all Realized Losses and Additional Trust
Fund Expenses deemed to have been allocated thereto on such Distribution Date
pursuant to Section 4.04(b).

            "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I, as described in the Preliminary Statement hereto.

            "REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, the Weighted Average Adjusted Net Mortgage
Rate.

            "REMIC II": A segregated pool of assets subject hereto and to be
administered hereunder, and consisting of all of the REMIC I Regular Interests
and amounts distributed thereon as from time to time are held in the REMIC II
Distribution Account.

            "REMIC II Certificate": Any Certificate, other than a Class R-I
Certificate.

            "REMIC II Distribution Account": The segregated account or accounts
created and maintained as a separate trust account or accounts by the Trustee
pursuant to Section 3.04, which shall be entitled "[____________], as Trustee,
in trust for Holders of Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 20[__-__], REMIC II Distribution
Account" and which account shall be an Eligible Account and a sub-account of the
Distribution Account.

            "REMIC II Regular Certificate": Any REMIC II Certificate, other than
a Class R-II Certificate.

            "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 the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
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:

            (1) 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);

            (2) 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;

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

            (4) 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

            (5) 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(b) on behalf of
the Trustee in trust for the Certificateholders, which shall be entitled
"[____________], as Special Servicer, for the benefit of [____________], as
Trustee, in trust for registered Holders of Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 200[__-__], REO
Account". Any such account or accounts shall be an Eligible Account.

            "REO Acquisition": The acquisition of an REO Property for federal
income tax purposes pursuant to Treasury Regulations Section 1.856-6.

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

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

            "REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property acquired in respect of any
Mortgage Loan. Each REO Loan shall be deemed to provide for monthly payments of
principal and/or interest equal to its Assumed Monthly Payment and otherwise to
have the same terms and conditions as the predecessor Mortgage Loan. Each REO
Loan shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of the predecessor Mortgage Loan as of the date of the
related REO Acquisition. In addition, all Monthly Payments (other than any
Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Loan
delinquent in respect of its Balloon Payment) and other amounts due and owing,
or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, shall be deemed to continue to be due
and owing in respect of an REO Loan. In addition, Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) and Workout-Delayed
Reimbursement Amounts with respect to such REO Loan that were reimbursed from
collections on the Mortgage Loans and resulted in principal distributed to the
Certificateholders being reduced as a result of the first proviso of the
definition of "Principal Distribution Amount", shall be deemed outstanding until
recovered or until a Final Recovery Determination is made. All amounts payable
or reimbursable to the Master Servicer, the Special Servicer or the Trustee in
respect of the related Mortgage Loan as of the date of the related REO
Acquisition, including, without limitation, any unpaid Servicing Fees and any
unreimbursed Advances, together with any Advance Interest accrued and payable to
the Master Servicer, the Special Servicer or the Trustee in respect of such
Advances, shall continue to be payable or reimbursable to the Master Servicer,
the Special Servicer or the Trustee as the case may be, in respect of an REO
Loan. Collections in respect of each REO Loan (exclusive of the amounts to be
applied to the payment of, or to be reimbursed to the Master Servicer or the
Special Servicer for the payment of, Servicing Fees, Special Servicing Fees,
Additional Master Servicing Compensation, Additional Special Servicing
Compensation, Liquidation Fees, the costs of operating, managing, selling,
leasing and maintaining the related REO Property) shall be treated: first, as a
recovery of Nonrecoverable Advances (including interest on such Nonrecoverable
Advance) and Workout-Delayed Reimbursed Amounts with respect to such REO Loan,
that were reimbursed from collections on the Mortgage Loans and resulted in
principal distributed to the Certificateholders being reduced as a result of the
first proviso of the definition of "Principal Distribution Amount"; second, as a
recovery of accrued and unpaid interest on such REO Loan at the related Mortgage
Rate in effect from time to time to but not including the Due Date in the
Collection Period of receipt; third, as a recovery of principal of such REO Loan
to the extent of its entire unpaid principal balance; fourth, in accordance with
the Servicing Standard of the Master Servicer or the Special Servicer, as
applicable, as a recovery of any other amounts due and owing in respect of such
REO Loan; fifth, as a recovery of any other amounts deemed to be due and owing
in respect of the related REO Loan (other than, in the case of an REO Loan that
relates to an ARD Loan after its Anticipated Repayment Date, accrued and unpaid
Excess Interest); and sixth, in the case of an REO Loan that relates to an ARD
Loan after its Anticipated Repayment Date, as a recovery of any accrued and
unpaid Excess Interest on such REO Loan to but not including the date of receipt
by or on behalf of the Trust, in that order.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Trustee for the benefit of the Certificateholders
pursuant to Section 3.09 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 Mortgage Loan.

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

            "Replacement Mortgage Loan" Any mortgage loan that is substituted by
the Mortgage Loan Seller for a Defective Mortgage Loan as contemplated by
Section 2.03.

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

            "Request for Review": A request for review signed by a Servicing
Officer of, as applicable, the Master Servicer or Special Servicer in the form
of Exhibit H attached hereto.

            "Required Appraisal Loan": As defined in Section 3.19(b).

            "Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to the following minimum
ratings assigned to such carrier by at least one of the other following parties
and, in any event, by each Rating Agency that assigned a rating to the
claims-paying ability of such insurance carrier: Moody's ("A2" or better), S&P
("A" or better) and A.M. Best ("A: VIII" or better) or any insurance carrier
backed or guaranteed by an insurer with such required ratings; provided,
however, that a rating by A.M. Best shall be disregarded and shall not be
applicable as one of the two required ratings except with respect to a fidelity
bond or errors and omissions insurance maintained by a Sub-Servicer and then
only to the extent in force as of the Closing Date. Notwithstanding the
preceding sentence, an insurance carrier with lower or fewer claims-paying
ability ratings shall be deemed to have the "Required Claims-Paying Ratings" if
the applicable Rating Agency has confirmed in writing that such insurance
carrier shall not result, in and of itself, in a downgrading, withdrawal or
qualification (if applicable) of the then current rating assigned by such Rating
Agency to any Class of Certificates, unless, with respect to policies maintained
by borrowers, a higher claims-paying ability rating is required under any of the
loan documents.

            "Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(d).

            "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor (and not previously disbursed) to be held in
escrow by or on behalf of the mortgagee representing reserves for principal and
interest payments, repairs, replacements, capital improvements (including,
without limitation, tenant improvements and leasing commissions), and/or
environmental testing and remediation with respect to the related Mortgaged
Property.

            "Residual Certificate": Any Class R-I or Class R-II Certificate.

            "Resolution Extension Period": The [__]-day period following the end
of the applicable Initial Resolution Period.

            "Responsible Officer": When used with respect to the Trustee, any
officer assigned to the Global Securities and Trust Services Group, any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, 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. When used with respect to any
Certificate Registrar (other than the Trustee), any officer or assistant officer
thereof.

            "Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which the Certificates are first
offered to persons other than the managers and any other distributor (as defined
in Regulation S) of the Certificates, and (b) the Closing Date.

            "Rule 144A": Rule 144A under the Securities Act.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest. If neither S&P nor
any successor remains in existence, "S&P" shall be deemed to refer to such other
nationally recognized statistical rating agency or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
Trustee, the Master Servicer, the Special Servicer and the REMIC Administrator,
and specific ratings of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "Sarbanes-Oxley Certification": As defined in Section 8.13(b).

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

            "Security Agreement": With respect to any Mortgage Loan, any
security agreement, chattel mortgage or similar document or 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 Mortgage Loan.

            "Senior Certificate": Any Class A [or Class X] Certificate.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Class Principal Balance of the Class
A Certificates outstanding immediately prior to such Distribution Date exceeds
the sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool that
will be outstanding immediately following such Distribution Date, plus (b) the
lesser of (i) the Principal Distribution Amount for such Distribution Date and
(ii) the portion of the Available Distribution Amount for such Distribution Date
that will remain after the distributions of interest to be made on the Class A
Certificates on such Distribution Date have been so made.

            "Sequential Pay Certificate": Any Class A, Class B or Class C
Certificate.

            "Servicer Reports": Each of the (i) CMSA Delinquent Loan Status
Report, (ii) CMSA REO Status Report, (iii) CMSA Historical Loan Modification and
Corrected Mortgage Loan Report, (iv) CMSA Historical Liquidation Report, (v)
CMSA Comparative Financial Status Report, (vi) CMSA Servicer Watch List Report,
(vii) CMSA NOI Adjustment Worksheet, (viii) CMSA Operating Statement Analysis
Report, (ix) CMSA Loan Level Reserve-LOC Report, (x) CMSA Loan Periodic Update
File, (xi) CMSA Property File, (xii) CMSA Financial File and (xiii) CMSA Advance
Recovery Report.

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

            "Servicing Advances": Subject to Section 3.19(d) and with respect to
any Mortgage Loan, all customary, reasonable and necessary "out of pocket" costs
and expenses incurred or to be incurred, as the context requires, by the Master
Servicer or, with respect to the Specially Serviced Mortgage Loans, by the
Master Servicer at the direction of the Special Servicer or by the Special
Servicer (or, if applicable, the Trustee) in connection with the servicing of a
Mortgage Loan after a default, delinquency or other unanticipated event, or in
connection with the administration of any REO Property, including, but not
limited to, the cost of (a) compliance with the obligations of the Master
Servicer set forth in Sections 3.03(c) and 3.09, (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property, (c)
obtaining any Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan or REO Property, (d) any enforcement or judicial proceedings with
respect to a Mortgaged Property, including, without limitation, foreclosures,
and (e) the operation, management, maintenance and liquidation of any REO
Property; provided that notwithstanding anything herein to the contrary,
"Servicing Advances" shall not include allocable overhead of the Master Servicer
or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and
similar internal costs and expenses, or costs incurred by either such party in
connection with its purchase of any Mortgage Loan or REO Property pursuant to
any provision of this Agreement. All Emergency Advances made by the Master
Servicer at the direction of the Special Servicer hereunder shall be considered
"Servicing Advances" for the purposes hereof.

            "Servicing Fees": With respect to each Mortgage Loan and REO Loan,
the Master Servicing Fee and the Special Servicing Fee.

            "Servicing File": Any documents (other than documents required to be
part of the related Mortgage File), including, without limitation, the related
Phase I Environmental Site Assessment and any related environmental insurance or
endorsement, in the possession of the Master Servicer or the Special Servicer
and relating to the origination and servicing of any Mortgage Loan or the
administration of any REO Property.

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

            "Servicing Released Bid": As defined in Section 7.01(d).

            "Servicing Retained Bid": As defined in Section 7.01(d).

            "Servicing Return Date": With respect to any Corrected Mortgage
Loan, the date that servicing thereof is returned by the Special Servicer to the
Master Servicer pursuant to Section 3.21(a).

            "Servicing Standard": With respect to each of the Master Servicer
and the Special Servicer subject to applicable law and the express terms of the
relevant Mortgage Loans to service and administer the Mortgage Loans and any REO
Properties for which such Person is responsible hereunder: (a) with the same
care, skill, prudence and diligence as is normal and usual in its general
mortgage servicing and REO property management activities on behalf of third
parties or on behalf of itself, whichever is higher, with respect to mortgage
loans and REO properties that are comparable to those for which it is
responsible hereunder; (b) with a view to the timely collection of all scheduled
payments of principal and interest under the Mortgage Loans, the full collection
of all Prepayment Premiums that may become payable under the Mortgage Loans and,
in the case of the Special Servicer, if a Mortgage Loan comes into and continues
in default and if, in the good faith and reasonable judgment of the Special
Servicer, no satisfactory arrangements can be made for the collection of the
delinquent payments (including payments of Prepayment Premiums), the
maximization of the recovery on such Mortgage Loan to the Certificateholders, as
a collective whole, on a net present value basis; and (c) without regard to: (i)
any known relationship that the Master Servicer (or any Affiliate thereof) or
the Special Servicer (or any Affiliate thereof), as the case may be, may have
with the related Mortgagor or with any other party to this Agreement; (ii) the
ownership of any Certificate or any interest in any mezzanine loan by the Master
Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate
thereof), as the case may be; (iii) the obligation of the Master Servicer to
make Advances, (iv) the obligation of the Special Servicer to make, or direct
the Master Servicer to make, Servicing Advances; (v) the right of the Master
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, hereunder or with respect to any
particular transaction; or (vi) any ownership, servicing and/or management by
the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any
Affiliate thereof), as the case may be, of any other mortgage loans or real
property.

            "Servicing Transfer Event" shall mean, with respect to any Loan, any
of the following events:

            (a) the related Mortgagor has failed to make when due any Monthly
      Payment (including a Balloon Payment) or any other payment required under
      the related loan documents, which failure continues, or the Master
      Servicer or the Special Servicer determines, in its reasonable, good faith
      judgment, will continue, unremedied (i) except in the case of a delinquent
      Balloon Payment, for [60] days beyond the date on which the subject
      payment was due, and (ii) solely in the case of a delinquent Balloon
      Payment, for one Business Day beyond the related maturity date or, if the
      related Mortgagor has delivered to the Master Servicer, on or before the
      related maturity date, a refinancing commitment reasonably acceptable to
      the Master Servicer (who shall promptly forward to the Special Servicer a
      copy of such refinancing commitment), for such longer period, not to
      exceed [60] days beyond the related maturity date, during which the
      refinancing would occur; or

            (b) the Master Servicer (or the Special Servicer with the consent of
      the Directing Certificateholder) has determined, in its reasonable, good
      faith judgment, that a default in the making of a Monthly Payment
      (including a Balloon Payment) or any other material payment required under
      the related loan documents is likely to occur within [30] days and either
      (i) the related Mortgagor has requested a material modification of the
      payment terms of the Mortgage Loan or (ii) such default is likely to
      remain unremedied for at least the period contemplated by clause (a) of
      this definition; or

            (c) the Master Servicer (or the Special Servicer with the consent of
      the Directing Certificateholder) has determined, in its reasonable, good
      faith judgment, that a default, other than as described in clause (a) or
      (b) of this definition, has occurred or is imminent that may materially
      impair the value of the related Mortgaged Property as security for the
      Mortgage Loan, which default has continued or is reasonably expected to
      continue unremedied for the applicable cure period under the terms of the
      Mortgage Loan (or, if no cure period is specified, for [60] days); or

            (d) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary action against the
      related Mortgagor under any present or future federal or state bankruptcy,
      insolvency or similar law or the appointment of a conservator, receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets
      and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the related
      Mortgagor; or

            (e) the related Mortgagor shall have consented to the appointment of
      a conservator, receiver or liquidator in any insolvency, readjustment of
      debt, marshalling of assets and liabilities or similar proceeding of or
      relating to such Mortgagor or of or relating to all or substantially all
      of its property; or

            (f) the related Mortgagor shall have admitted in writing its
      inability to pay its debts generally as they become due, filed a petition
      to take advantage of any applicable insolvency or reorganization statute,
      made an assignment for the benefit of its creditors, or voluntarily
      suspended payment of its obligations; or

            (g) the Master Servicer shall have received notice of the
      commencement of foreclosure or similar proceedings with respect to the
      related Mortgaged Property.

            A Servicing Transfer Event with respect to any Mortgage Loan shall
cease to exist:

            (x) in the case of the circumstances described in clause (a) above,
      if and when the related Mortgagor has made three consecutive full and
      timely Monthly Payments under the terms of such Mortgage Loan (as such
      terms may be changed or modified in connection with a bankruptcy or
      similar proceeding involving the related Mortgagor or by reason of a
      modification, waiver or amendment granted or agreed to by the Master
      Servicer or the Special Servicer pursuant to Section 3.20);

            (y) in the case of the circumstances described in clauses (b), (c)
      (likely default), (d), (e) and (f) above, if and when such circumstances
      cease to exist in the reasonable, good faith judgment of the Special
      Servicer;

            (z) in the case of the circumstances described in clause (c) above,
      if and when such default is cured in the reasonable, good faith judgment
      of the Special Servicer; and

            (aa) in the case of the circumstances described in clause (g) above,
      if and when such proceedings are terminated;

so long as at that time no circumstance identified in clauses (a) through (g)
above exists that would cause the Mortgage Loan to continue to be characterized
as a Specially Serviced Mortgage Loan and provided no additional default is
foreseeable in the reasonable good faith judgment of the Special Servicer.

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

            "Single-Purpose Entity": A Person, other than an individual, whose
organizational documents provide that it is formed solely for the purpose of
owning the related Mortgaged Property, Mortgaged Properties securing other
Mortgage Loans and assets incidental to the ownership and operation of such
Mortgaged Property or Properties, and that has agreed, either in such
organizational documents or the loan documents relating to any related Mortgage
Loan, that it (a) does not engage in any business unrelated to such property and
the financing thereof; (b) does not have any indebtedness other than as
permitted by the related Mortgage, (c) maintains its own books, records and
accounts, in each case that are separate and apart from the books, records and
accounts of any other Person; (d) conducts business in its own name; (e) does
not guarantee or assume the debts or obligations of any other person; (f) does
not commingle its assets or funds with those of any other Person; (g) transacts
business with affiliates on an arm's length basis; and (h) holds itself out as
being a legal entity separate and apart from any other Person. In addition, such
entity's organizational documents provide that any dissolution and winding up or
insolvency filing for such entity requires either the unanimous consent of all
partners or members, as applicable, or the consent of an independent Person
(whether as a partner, member, or director in such entity or in any Person that
is the managing member or general partner of such entity or otherwise), and
either such organizational documents or the terms of the loan documents provide
that such organizational documents may not be amended without the consent of the
lender as regards such single-purpose entity requirements.

            "Single Certificate": For purposes of Section 4.02(a), a Certificate
of any Class of REMIC II Regular Certificates evidencing a $[_______]
denomination [or, in the case of a Class X Certificate, a 100% Percentage
Interest.]

            "SNDA": As defined in Section 3.20(g).

            "Special Servicer": [____________], a [____________], its successor
in interest, or any successor special servicer appointed as herein provided.

            "Special Servicing Fee": With respect to each Mortgage Loan that is
a Specially Serviced Mortgage Loan and each REO Loan, the fee designated as such
and payable to the Special Servicer pursuant to the first paragraph of Section
3.11(c), which in any event shall be a minimum of $[_______] per month per
Specially Serviced Mortgage Loan and REO Loan.

            "Special Servicing Fee Rate": With respect to each Mortgage Loan
that is a Specially Serviced Mortgage Loan and each REO Loan, [___]% ([__] basis
points) per annum.

            "Specially Serviced Mortgage Loan": Any Mortgage Loan as to which
there then exists a Servicing Transfer Event. Upon the occurrence of a Servicing
Transfer Event with respect to any Mortgage Loan, such Mortgage Loan shall
remain a Specially Serviced Mortgage Loan until the earliest of (i) its removal
from the Trust Fund, (ii) an REO Acquisition with respect to the related
Mortgaged Property, and (iii) the cessation of all existing Servicing Transfer
Events with respect to such Mortgage Loan.

            "Startup Day": With respect to each of REMIC I and REMIC II, the day
designated as such in Section 10.01(c).

            "Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date on which the last payment of principal is due and payable under the terms
of the related Mortgage Note as in effect on the Closing Date, without regard to
any change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Master Servicer or
Special Servicer pursuant to Section 3.20 and, in the case of an ARD Loan,
without regard to its Anticipated Repayment Date.

            "Stated Principal Balance": With respect to any Mortgage Loan (and
any successor REO Loan), a principal amount initially equal to the Cut-off Date
Balance of such Mortgage Loan, that is permanently reduced on each Distribution
Date (to not less than zero) by (i) all payments (or P&I Advances in lieu
thereof) of, and all other collections allocated as provided in Section 1.03 to,
principal of or with respect to such Mortgage Loan (or successor REO Loan) that
are (or, if they had not been applied to cover any Additional Trust Fund
Expense, would have been) distributed to Certificateholders on such Distribution
Date, and (ii) the principal portion of any Realized Loss incurred in respect of
such Mortgage Loan (or successor REO Loan) during the related Collection Period.
Notwithstanding the foregoing, if a Liquidation Event occurs in respect of any
Mortgage Loan or REO Property, then the "Stated Principal Balance" of such
Mortgage Loan or of the related REO Loan, as the case may be, shall be zero
commencing as of the Distribution Date in the Collection Period next following
the Collection Period in which such Liquidation Event occurred. In addition, to
the extent that principal from general collections is used to reimburse
Nonrecoverable Advances or Work-out Delayed Reimbursement Amounts, and such
amount has reduced the Principal Distribution Amount, such amount shall not
reduce the Stated Principal Balance prior to a Liquidation Event or other
liquidation or disposition of the related Mortgage Loan or REO Property (other
than for purposes of computing the Weighted Average Adjusted Net Mortgage Rate).

            "Sub-Servicer": Any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement.

            "Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the
other hand as provided in Section 3.22, as the same may be modified or amended.

            "Subordinate Certificate": Any Class B or Class C Certificate or a
Residual Certificate.

            "Substitution Shortfall Amount": An amount equal to the excess if
any of the difference between the Purchase Price of the Deleted Mortgage Loan
calculated as of the date of substitution and the Stated Principal Balance of
such Qualifying Substitute Mortgage Loan as of the date of substitution.

            "Successful Bidder": As defined in Section 7.01(d).

            "Successful Sub-Servicing Bidder": As defined in Section 3.22(j).

            "Tax Matters Person": With respect to each of REMIC I and REMIC II,
the Person designated as the "tax matters person" of such REMIC in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1. The "Tax Matters Person" for each of REMIC I and REMIC
II is the Holder of Certificates evidencing the largest Percentage Interest in
the related Class of Residual Certificates.

            "Tax Returns": The federal income tax returns on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit (REMIC) 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 REMIC I and REMIC II due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information, reports
or returns that may be required to be furnished to the Certificateholders or
filed with the IRS or any other governmental taxing authority under any
applicable provisions of federal or Applicable State Law.

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

            "Transfer Affidavit and Agreement": As defined in Section
5.02(d)(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.

            "Trust": The common law trust created hereby.

            "Trust Fund": Collectively, all of the assets of REMIC I, REMIC II
and the Grantor Trust.

            "Trustee": [____________], in its capacity as Trustee hereunder, its
successor in interest, or any successor trustee appointed as herein provided.

            "Trustee Fee": The fee payable to the Trustee on each Distribution
Date for its services as Trustee hereunder, in an aggregate amount equal to one
month's interest at the Trustee Fee Rate in respect of each Mortgage Loan and
REO Loan, calculated on the Stated Principal Balance as of the Due Date in the
immediately preceding Collection Period and for the same number of days (i.e.,
on the basis of, as applicable, a 360-day year consisting of twelve 30-day
months or the actual number of days elapsed during each calendar month in a
360-day year) respecting which any related interest payment due on such Mortgage
Loan or deemed to be due on such related REO Loan is computed under the terms of
the related Mortgage Note (as such terms may be changed or modified at any time
following the Closing Date) and applicable law, and without giving effect to any
Excess Interest that may accrue on any ARD Loan after its Anticipated Repayment
Date.

            "Trustee Fee Rate": A rate of [______]% per annum.

            "Trustee Reports": Each of the CMSA Bond Level File and the CMSA
Collateral Summary File.

            "Trustee's Website": The website maintained by the Trustee and
initially located at "www. [____________]", or at such other address as the
Trustee may designate from time to time.

            "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.

            "UCC Financing Statement": A financing statement executed (if
required by the UCC) and filed pursuant to the Uniform Commercial Code, as in
effect in the relevant jurisdiction.

            "UCC-1", "UCC-2" and "UCC-3": UCC Financing Statements on Form
UCC-1, Form UCC-2 and Form UCC-3, respectively.

            "Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one month's interest at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the REMIC I Principal Balance of such REMIC I
Regular Interest outstanding immediately prior to such Distribution Date. The
Uncertificated Accrued Interest in respect of any REMIC I Regular Interest for
any Distribution Date shall be deemed to have accrued during the applicable
Interest Accrual Period.

            "Uncertificated Distributable Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the product of (i) the Net Aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date, multiplied by (ii) a
fraction, the numerator of which is the Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest for such Distribution Date, and the
denominator of which is the aggregate Uncertificated Accrued Interest in respect
of all the REMIC I Regular Interests for such Distribution Date.

            "Underwriter": Each of Banc of America Securities LLC and
[____________].

            "Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person that made the
Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) and (vi) of
Section 3.05(a) but that has not been recovered from the Borrower or otherwise
from collections on or the proceeds of the Mortgage Loan or related REO Property
in respect of which the Advance was made.

            "USAP": The Uniform Single Attestation Program for Mortgage Bankers.

            "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in the applicable
Treasury regulations) created or organized in, or under the laws of, the United
States, any State thereof or the District of Columbia, including an entity
treated as a corporation or partnership for federal income tax purposes, or an
estate whose income is subject to United States federal income tax 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 such
U.S. Persons have the authority to control all substantial decisions of the
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 that are eligible to elect to be treated
as U.S. Persons).

            "Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificate. At all times during the term
of this Agreement, [[___]%] of the Voting Rights shall be allocated among the
Holders of the various outstanding Classes of Sequential Pay Certificates in
proportion to the respective Class Principal Balances of their Certificates[,
and [___]% of the Voting Rights shall be allocated to the Holders of the Class X
Certificates]. Neither of the Class R-I or Class R-II Certificates will be
entitled to any Voting Rights. 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.

            "Weighted Average Adjusted Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the respective Adjusted Net Mortgage
Rates for all the Mortgage Loans and related REO Loans, weighted on the basis of
the respective Stated Principal Balances outstanding immediately prior to such
Distribution Date.

            "Withheld Amounts": As defined in Section 4.05.

            "Within Grace Period Loan": With respect to any Master Servicer
Remittance Date, any Mortgage Loan having any Monthly Payment remaining unpaid
past its Due Date, as of the close of business on the Determination Date in the
same calendar month, but which is not delinquent past the applicable grace
period for such Monthly Payment as of the close of business on such
Determination Date.

            "Workout-Delayed Reimbursement Amount": With respect to any Mortgage
Loan, the amount of any Advance made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes (or, but for the making of three
monthly payments under its modified terms, would then constitute) a Corrected
Mortgage Loan, together with (to the extent accrued and unpaid) interest on such
Advances, to the extent that (i) such Advance is not reimbursed to the Person
who made such Advance on or before the date, if any, on which such Mortgage Loan
becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an
obligation of the Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any
Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine that such amount instead constitutes a
Nonrecoverable Advance reimbursable in the same manner as any other
Nonrecoverable Advance.

            "Workout Fee": With respect to each Mortgage Loan that is a
Corrected Mortgage Loan, the fee designated as such and payable to the Special
Servicer pursuant to the second paragraph of Section 3.11(c).

            "Workout Fee Rate": With respect to each Corrected Mortgage Loan as
to which a Workout Fee is payable, [___]% ([___] basis points).

            Section 1.02 Rules of Construction; Other Definitional Provisions.

            Unless the context otherwise clearly requires:

            (a) the definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined;

            (b) whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms;

            (c) the words "include", "includes" and "including" shall be deemed
to be followed by the phrase "without limitation";

            (d) the word "will" shall be construed to have the same meaning and
effect as the word "shall";

            (e) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein);

            (f) any reference to any Person, or to any Person in a specified
capacity, shall be construed to include such Person's successors and assigns or
such Person's successors in such capacity, as the case may be;

            (g) unless otherwise specified herein, "pro rata" when used in
reference to more than one Class of the Certificates shall mean "pro rata" based
on the outstanding Class Principal Balances of such Classes of Certificates;

            (h) all references in this instrument to designated "Articles",
"Sections", "Subsections", "clauses" and other subdivisions are to the
designated Articles, Sections, Subsections, clauses and other subdivisions of
this Agreement as originally executed; and

            (i) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Subsection or other subdivision.

            Section 1.03 Certain Calculations in Respect of the Mortgage Pool.

            (a) All amounts collected by or on behalf of the Trust in respect of
or allocable to any particular Mortgage Loan in the form of payments from
Mortgagors, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
shall be applied to amounts due and owing under the related Mortgage Note and
Mortgage (including for principal and accrued and unpaid interest) in accordance
with the express provisions of the related loan documents and, in the absence of
such express provisions or if and to the extent that such terms authorize the
lender to use its discretion, shall be applied: first, as a recovery of
Nonrecoverable Advances (including interest on such Nonrecoverable Advances) and
Workout-Delayed Reimbursement Amounts that were reimbursed from general
collections on the Mortgage Loans and resulted in principal distributed to the
Certificateholders being reduced as a result of the first proviso in the
definition of "Principal Distribution Amount", and, if applicable, unpaid
related Liquidation Expenses and any outstanding related Additional Trust Fund
Expenses; second, as a recovery of accrued and unpaid interest (excluding Excess
Interest in the case of an ARD Loan after its Anticipated Repayment Date) on
such Mortgage Loan to, but not including, the date of receipt by or on behalf of
the Trust (or, in the case of a full Monthly Payment from any Mortgagor, through
the related Due Date); third, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of the Mortgage Loan
following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Mortgage Loan, as a recovery of principal to the extent of its
entire remaining unpaid principal balance); fourth, unless a Liquidation Event
has occurred in respect of such Mortgage Loan, as a recovery of amounts to be
currently applied to the payment of, or escrowed for the future payment of, real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and
similar items; fifth, unless a Liquidation Event has occurred in respect of such
Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be
held in escrow; sixth, as a recovery of any Prepayment Premium then due and
owing under such Mortgage Loan; seventh, as a recovery of any Default Charges
then due and owing under such Mortgage Loan; eighth, as a recovery of any
assumption fees and modification fees then due and owing under such Mortgage
Loan; ninth, as a recovery of any other amounts then due and owing under such
Mortgage Loan other than remaining unpaid principal; tenth, as a recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance; and, eleventh, in the case of an ARD Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Excess Interest
on such ARD Loan, to but not including the date of receipt.

            (b) Collections by or on behalf of the Trust in respect of each REO
Property, exclusive of amounts to be applied to the payment of the costs of
operating, managing, maintaining and disposing of such REO Property, shall be
treated: first, as a recovery of Nonrecoverable Advances (including interest on
such Nonrecoverable Advance) and Workout-Delayed Reimbursed Amounts with respect
to such REO Loan, that were reimbursed from collections on the Mortgage Loans
and resulted in principal distributed to the Certificateholders being reduced as
a result of the first proviso of the definition of "Principal Distribution
Amount"; second, as a recovery of accrued and unpaid interest (excluding, in the
case of an REO Loan that relates to an ARD Loan after its Anticipated Repayment
Date, Excess Interest) on such REO Loan at the related Mortgage Rate in effect
from time to time to but not including the Due Date in the Collection Period of
receipt; third, as a recovery of principal of such REO Loan to the extent of its
entire unpaid principal balance; fourth, in accordance with the Servicing
Standard of the Master Servicer or the Special Servicer, as applicable, as a
recovery of any other amounts due and owing in respect of such REO Loan; fifth,
as a recovery of any other amounts deemed to be due and owing in respect of the
related REO Loan (other than, in the case of an REO Loan that relates to an ARD
Loan after its Anticipated Repayment Date, accrued and unpaid Excess Interest);
and sixth, in the case of an REO Loan that relates to an ARD Loan after its
Anticipated Repayment Date, as a recovery of any accrued and unpaid Excess
Interest on such REO Loan to but not including the date of receipt by or on
behalf of the Trust, in that order.

            (c) For the purposes of calculating distributions pursuant to this
Agreement, Excess Interest on an ARD Loan shall be deemed not to constitute
principal or any portion thereof and shall not be added to the unpaid principal
balance or Stated Principal Balance of such ARD Loan. To the extent any Excess
Interest is not paid on a current basis, it shall be deemed to be deferred
interest. Any reference to the Certificate Principal 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 any distributions made on such Distribution Date pursuant to Section
4.01(a).

            (d) Insofar as amounts received in respect of any Mortgage Loan or
REO Property and allocable to shared fees and shared charges owing in respect of
such Mortgage Loan or the related REO Loan, as the case may be, that constitute
Additional Master Servicing Compensation payable to the Master Servicer and/or
Additional Special Servicing Compensation payable to the Special Servicer, are
insufficient to cover the full amount of such fees and charges, such amounts
shall be allocated between such of those fees and charges as are payable to the
Master Servicer, on the one hand, and such of those fees and charges as are
payable to the Special Servicer, on the other, pro rata in accordance with their
respective entitlements.

            (e) Notwithstanding anything contained herein to the contrary, with
respect to each Mortgage Loan subject to an involuntary prepayment of principal
during a Collection Period, all interest collected during such Collection Period
in connection with such involuntary prepayment of principal that the related
lender would be entitled to retain under the related loan documents shall be
treated as excess interest and shall be used to offset any shortfalls of
interest for the related Distribution Date resulting from involuntary
prepayments of principal during such Collection Period prior to such shortfalls
of interest being allocated to any Class of Certificates. Any such interest not
required to offset shortfalls of interest for the related Distribution Date
pursuant to the immediately preceding sentence shall constitute Additional
Master Servicing Compensation.

            (f) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the Master Servicer and
reflected in the appropriate monthly report from the Master Servicer and in the
appropriate monthly Trustee Report as provided in Section 4.02.

            Section 1.04 Incorporation of Preliminary Statement.

            The parties hereto acknowledge that the Preliminary Statement at the
beginning of this Agreement constitutes a part of this Agreement.

                                   ARTICLE II

                CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                 WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans.

            (a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and further such trust be
designated as "Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 20[__-__]". [____________] is hereby
appointed, and does hereby agree to act, as Trustee hereunder and, in such
capacity, to hold the Trust Fund in trust for the exclusive use and benefit of
all present and future Certificateholders. It is not intended that this
Agreement create a partnership or a joint-stock association.

            (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, sell, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor in, to
and under (i) the Mortgage Loans and all documents included in the related
Mortgage Files and Servicing Files, (ii) the Mortgage Loan Purchase and Sale
Agreement and (iii) all other assets included or to be included in the Trust
Fund. Such assignment includes (i) the Mortgage Loans that from time to time are
subject to this Agreement, all interest accrued on the Mortgage Loans on and
after the Cut-off Date and all principal payments received on the Mortgage Loans
after the Cut-off Date (other than principal and interest payments due and
payable on the Mortgage Loans on or before the Cut-off Date, which shall belong
and be promptly remitted to the Mortgage Loan Seller), together with all
documents delivered or caused to be delivered hereunder with respect to such
Mortgage Loans by the Mortgage Loan Seller; (ii) any REO Property acquired in
respect of a Mortgage Loan; and (iii) such funds or assets that from time to
time are deposited into the Certificate Account, the REMIC I Distribution
Account, the REMIC II Distribution Account, the Interest Reserve Account, the
Excess Interest Distribution Account, the Excess Liquidation Proceeds Account
and the REO Account (if established). In connection with the transfer and
assignment set forth in this Section 2.01, the Depositor shall make a cash
deposit to the Certificate Account in an amount equal to the Interest Deposit
Amount. This conveyance is subject to the rights of the Sub-Servicers pursuant
to the Sub-Servicing Agreements which rights are subject in any event to this
Agreement.

            Under United States generally accepted accounting principles, the
Depositor shall report: (i) its acquisition of the Mortgage Loans from the
Mortgage Loan Seller, pursuant to the Mortgage Loan Purchase and Sale Agreement,
as a purchase of such Mortgage Loans from the Mortgage Loan Seller; and (ii) its
transfer of the Mortgage Loans to the Trustee, pursuant to this Section 2.01(b),
as a sale of such Mortgage Loans to the Trustee. In connection with the
foregoing, the Depositor shall cause all of its records to reflect such
acquisitions as a purchase and such transfer as a sale (in each case, as opposed
to a secured loan).

            After the Depositor's transfer of the Mortgage Loans to the Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Mortgage Loans.

            In connection with the Depositor's assignment pursuant to this
Section 2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated the Mortgage Loan Seller, at the Mortgage Loan Seller's
expense, pursuant to the Mortgage Loan Purchase and Sale Agreement, to deliver
to and deposit with, or cause to be delivered to and deposited with, the Trustee
or a Custodian appointed thereby, on or before the Closing Date, the Mortgage
File and any Additional Collateral (other than Reserve Funds) for each Mortgage
Loan acquired by the Depositor from the Mortgage Loan Seller. In addition, with
respect to each Mortgage Loan under which any Additional Collateral is in the
form of a Letter of Credit as of the Closing Date, the Depositor hereby
represents and warrants that it has contractually obligated the Mortgage Loan
Seller to cause to be prepared, executed and delivered to the issuer of each
such Letter of Credit such notices, assignments and acknowledgments as are
required under such Letter of Credit to assign, without recourse, to the Trustee
the Mortgage Loan Seller's rights as the beneficiary thereof and drawing party
thereunder; provided that the originals of such letter of credit shall be
delivered to the Master Servicer. The Depositor shall deliver to the Trustee on
or before the Closing Date a fully executed counterpart of the Mortgage Loan
Purchase and Sale Agreement. None of the Trustee, any Custodian, the Master
Servicer or the Special Servicer shall be liable for any failure by the Mortgage
Loan Seller or the Depositor to comply with the document delivery requirements
of the Mortgage Loan Purchase and Sale Agreement and this Section 2.01(b).

            The conveyance of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by the parties hereto
to constitute an absolute transfer of such Mortgage Loans and such other related
rights and property by the Depositor to the Trustee for the benefit of the
Certificateholders. Furthermore, it is not intended that such conveyance be a
pledge of security for a loan. If such conveyance is determined to be a pledge
of security for a loan, however, the Depositor and the Trustee intend that the
rights and obligations of the parties to such loan shall be established pursuant
to the terms of this Agreement. The Depositor and the Trustee also intend and
agree that, in such event, (i) this Agreement shall constitute a security
agreement under applicable law, (ii) the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in
all of the Depositor's right, title and interest in and to the assets
constituting the Trust Fund, including the Mortgage Loans subject hereto from
time to time, all principal and interest received on or with respect to such
Mortgage Loans after the Cut-off Date (other than scheduled payments of interest
and principal due and payable on such Mortgage Loans on or prior to the related
Due Date in [____________] or, in the case of a Replacement Mortgage Loan, on or
prior to the related date of substitution), all amounts held from time to time
in the Certificate Account, the REMIC I Distribution Account, the REMIC II
Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Excess Liquidation Proceeds Account or the REO
Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest under the Mortgage Loan Purchase and Sale
Agreement, (iii) the possession by the Trustee or its agent of the Mortgage
Notes with respect to the Mortgage Loans subject hereto from time to time and
such other items of property that constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" or possession by a purchaser or person designated by such secured party
for the purpose of perfecting such security interest under applicable law, and
(iv) notifications to, and acknowledgments, receipts or confirmations from,
Persons holding such property shall be deemed to be notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.

            (c) As soon as reasonably possible, and in any event within [__]
days after the later of (i) the Closing Date (or, in the case of a Replacement
Mortgage Loan substituted as contemplated by Section 2.03, after the related
date of substitution) and (ii) the date on which all recording information
necessary to complete the subject document is received by the Trustee, the
Trustee shall complete (to the extent necessary), and shall submit for recording
or filing, as the case may be, in the appropriate office for real property
records or UCC Financing Statements, as applicable (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee), each
assignment of Mortgage and assignment of Assignment of Leases (except with
respect to any Mortgage and Assignment of Leases that has been recorded in the
name of MERS or its designee) in favor of the Trustee referred to in clauses
(iv) and (v) of the definition of "Mortgage File" that has been received by the
Trustee or a Custodian on its behalf and each original UCC-2 and UCC-3 in favor
of the Trustee referred to in clause (viii) of the definition of "Mortgage File"
that has been received by the Trustee or a Custodian on its behalf. Upon request
of the Master Servicer (if reasonably necessary for the ongoing administration
and/or servicing of the related Mortgage Loan by the Master Servicer) and at the
expense of the Mortgage Loan Seller, the Trustee shall forward to the Master
Servicer a copy of any such assignment that has been received by the Trustee.
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 and
UCC-3 shall reflect that the file copy thereof should be returned to the Trustee
following filing; provided that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases the Trustee shall obtain therefrom a certified copy of the recorded
original at the expense of the Mortgage Loan Seller. The Trustee may assume for
purposes of recordation of each UCC-2 and UCC-3, that the Mortgage File
containing the related UCC-1 includes one state level UCC Financing Statement
filing in the state of incorporation of the related Borrower for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more related
Borrowers, the state of incorporation of each such Borrower). The Mortgage Loan
Seller will deliver to the Trustee the UCC Financing Statements, completed
pursuant to Revised Article 9 of the UCC, on the new national forms, in
recordable form, to be recorded pursuant to this Section 2.01(c). The Trustee
will submit such UCC Financing Statements for filing in the state of
incorporation as so indicated on the documents provided. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Trustee shall direct the Mortgage Loan Seller
to prepare or cause to be prepared promptly, pursuant to the Mortgage Loan
Purchase and Sale Agreement, 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 with any re-recording,
re-filing or rejection expenses at the expense of the Mortgage Loan Seller. If
the Mortgage Loan Seller has been so notified and has not prepared a substitute
document or cured such defect, as the case may be, within [__] days, the Trustee
shall promptly notify the Master Servicer, the Special Servicer, the Rating
Agencies and the Directing Certificateholder. The Mortgage Loan Seller shall be
responsible for paying the reasonable fees and out-of-pocket expenses of the
Trustee in connection with the above-referenced recording and filing of
documents insofar as it relates to the Mortgage Loans transferred by the
Mortgage Loan Seller and acquired by the Depositor from the Mortgage Loan
Seller, all as more particularly provided for in the Mortgage Loan Purchase and
Sale Agreement.

            (d) In connection with the Depositor's assignment pursuant to
Section 2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated the Mortgage Loan Seller, at the Mortgage Loan Seller's
expense, pursuant to the Mortgage Loan Purchase and Sale Agreement, to deliver
to and deposit with, or cause to be delivered to and deposited with, the Master
Servicer or its designee, on or before the Closing Date, the following items:
(i) originals or copies of all financial statements, appraisals,
environmental/engineering reports, leases, rent rolls and tenant estoppels in
the possession or under the control of the Mortgage Loan Seller that relate to
the Mortgage Loans transferred by the Mortgage Loan Seller to the Depositor and,
to the extent they are not required to be a part of a Mortgage File in
accordance with the definition thereof, originals or copies of all documents,
certificates, letters of credit, environmental insurance policies and related
endorsements, and opinions in the possession or under the control of the
Mortgage Loan Seller that were delivered by or on behalf of the related
Mortgagors in connection with the origination of such Mortgage Loans and that
are reasonably required for the ongoing administration and servicing of such
Mortgage Loans (except to the extent such items represent attorney client
privileged communications or credit analyses); and (ii) all unapplied Reserve
Funds and Escrow Payments in the possession or under the control of the Mortgage
Loan Seller that relate to, and that are required for the ongoing administration
and servicing of, the Mortgage Loans transferred by the Mortgage Loan Seller to
the Depositor. The Master Servicer shall hold all such documents, records and
funds on behalf of the Trustee in trust for the benefit of the
Certificateholders.

            (e) In the event a Mortgage Loan is repurchased by the Mortgage Loan
Seller, the Trustee shall re-assign any rights that the Mortgage Loan Seller had
with respect to representations and warranties made by a third party originator
to the Mortgage Loan Seller under the Mortgage Loan Purchase and Sale Agreement
to the Mortgage Loan Seller in respect of any such Mortgage Loan.

            Section 2.02 Acceptance of the REMIC I by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf of, subject to the
provisions of Section 2.01 and to the further review provided for in this
Section 2.02, [and further subject to the Schedule of Exceptions attached hereto
as Schedule ,] with respect to each Mortgage Loan, an original Mortgage Note
endorsed to the Trustee and declares that it or a Custodian on its behalf holds
and will hold the documents delivered or caused to be delivered by the Mortgage
Loan Seller in respect of the Mortgage Loans, and that it holds and will hold
all other assets included in REMIC I in trust for the exclusive use and benefit
of all present and future Certificateholders and the Trustee as holder of the
REMIC I Regular Interests.

            (b) On or about the [__]th day following the Closing Date, the
Trustee or a Custodian on its behalf shall review the documents delivered to it
or such Custodian with respect to each Mortgage Loan, and the Trustee shall,
subject to Sections 1.04, 2.02(c) and 2.02(d), certify electronically or in
writing (substantially in the form of Exhibit F) to each of the other parties
hereto, the Mortgage Loan Seller and the Directing Certificateholder, that, as
to each Mortgage Loan then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) the
original Mortgage Note specified in clause (i) of the definition of "Mortgage
File" and all allonges thereto, if any (or a copy of such Mortgage Note,
together with a lost note affidavit certifying that the original of such
Mortgage Note has been lost), the original or copy of documents specified in
clauses (ii) through (vii) and (xii) of the definition of "Mortgage File", have
been received by it or a Custodian on its behalf; (ii) if such report is due
more than [___] days after the Closing Date, the recordation/filing contemplated
by Section 2.01(c) has been completed (based solely on receipt by the Trustee of
the particular recorded/filed documents); (iii) all documents received by it or
any Custodian with respect to such Mortgage Loan have been reviewed by it or by
such Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appear to have been executed and (C) purport to
relate to such Mortgage Loan; and (iv) the Trustee on behalf of the Trust is
shown as the owner of each Mortgage recorded in the name of MERS or its
designee. The Trustee may assume that, for purposes of reviewing the items in
clause (viii) of the definition of Mortgage File and completing the
certification attached hereto as Exhibit F, the related UCC-1 includes one state
level UCC Financing Statement filing in the state of incorporation of the
related Borrower for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more related Borrowers, the state of incorporation of each
such Borrower). If any exceptions are noted or if the recordation/filing
contemplated by Section 2.01(c) has not been completed (based solely on receipt
by the Trustee of the particular documents showing evidence of the
recordation/filing), the Trustee shall every [___] days after the ninetieth day
following the Closing Date until the earliest of (i) the date on which such
exceptions are eliminated and such recordation/filing has been completed, (ii)
the date on which all the affected Mortgage Loans are removed from the Trust
Fund, and (iii) the second anniversary of the Closing Date), distribute an
updated exception report to the recipients of the above mentioned certification
that was submitted to such recipients substantially in the form of Exhibit F. At
any time subsequent to the second anniversary of the Closing Date, the Trustee
shall, upon request and at the requesting party's expense, prepare and deliver
to the requesting party (including any Certificateholder or Certificate Owner)
an updated version of the exception report provided for in the prior sentence.

            (c) If the Mortgage Loan Seller substitutes a Replacement Mortgage
Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the
Trustee or a Custodian on its behalf shall review the documents delivered to it
or such Custodian with respect to such Replacement Mortgage Loan, and the
Trustee shall deliver a certification comparable to that described in the prior
paragraph, in respect of such Replacement Mortgage Loan, on or about the
[_______]th day following the related date of substitution (and, if any
exceptions are noted, every [___] days thereafter until the earliest of (i) the
date on which such exceptions are eliminated and all related recording/filing
has been completed, (ii) the date on which such Replacement Mortgage Loan is
removed from the Trust Fund and (iii) the second anniversary of the date on
which such Replacement Mortgage Loan was added to the Trust Fund). At any time
subsequent to the second anniversary of the date on which such Replacement
Mortgage Loan is added to the Trust Fund, the Trustee shall, upon request,
prepare and deliver to the requesting party (including any Certificateholder or
Certificate Owner) an updated version of the exception report provided for in
the prior sentence.

            (d) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation (i) to determine whether any of
the documents specified in clauses (iii), (v), (vi) and (viii) through (xii) of
the definition of "Mortgage File" exist or are required to be delivered by the
Mortgage Loan Seller in respect of any Mortgage Loan, or (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, binding, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face. Notwithstanding the foregoing, with respect to
Letters of Credit referenced in clause (xii) of the definition of "Mortgage
File" the Trustee shall perform the review set forth in Section 2.02(b)(iii)(A)
to (C). Furthermore, except as expressly provided in Section 2.02(b), none of
the Trustee, the Master Servicer, the Special Servicer or any Custodian shall
have any responsibility for determining whether the text of any assignment or
endorsement is in proper or recordable form, whether the requisite recording of
any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction.

            (e) In performing the reviews contemplated by subsections (b) and
(c) above, the Trustee may conclusively rely on the Mortgage Loan Seller as to
the purported genuineness of any such document and any signature thereon. It is
understood that the scope of the Trustee's review of the Mortgage Files is
limited solely to confirming that the documents specified in clauses (i) through
(v), in clause (vii), have been received and such additional information as will
be necessary for delivering the certifications required by subsections (a) and
(b) above. If the Mortgage Loan Seller is notified of or discovers any error in
a Mortgage Loan Checklist, then the Mortgage Loan Seller shall promptly amend
such Mortgage Loan Checklist and distribute such Mortgage Loan Checklist to each
of the other parties hereto; provided, however, that an error in such Mortgage
Loan Checklist by itself shall not be deemed to be a Material Breach or Material
Document Defect. Such new, corrected Mortgage Loan Checklist shall be deemed to
amend and replace the existing Mortgage Loan Checklist; provided, however, that
the correction or amendment of such Mortgage Loan Checklist by itself shall not
be deemed to be a cure of a Material Breach or Material Document Defect.

            Section 2.03 Mortgage Loan Seller's Repurchase or Substitution of
Mortgage Loans for Material Document Defects and Material Breaches.

            (a) If any party hereto discovers, or receives written notice from a
non-party, that a Document Defect or Breach exists with respect to any Mortgage
Loan, then such party shall give prompt written notice thereof to the other
parties hereto, including (unless it is the party that discovered the Document
Defect or Breach) the Trustee. Upon the Trustee's discovery or receipt of notice
that a Document Defect or Breach exists with respect to any Mortgage Loan, the
Trustee shall notify the Directing Certificateholder and the Mortgage Loan
Seller.

            (b) If necessary, the Trustee shall request the Mortgage Loan Seller
to comply with Section 4(c) of the Mortgage Loan Purchase and Sale Agreement
with respect to any Document Defect or other deficiency in a Mortgage File
relating to a Mortgage Loan. If the Trustee becomes aware of any failure on the
part of the Mortgage Loan Seller to do so, the Trustee shall promptly notify the
Master Servicer and the Special Servicer.

            (c) Promptly upon its becoming aware of any Material Document Defect
or Material Breach with respect to any Mortgage Loan, the Master Servicer shall
(and the Special Servicer may) notify the Mortgage Loan Seller in writing of
such Material Document Defect or Material Breach, as the case may be, and direct
the Mortgage Loan Seller that it must, not later than [__] days from the receipt
by such parties of such notice (such [__]-day period, the "Initial Resolution
Period"), correct or cure such Material Document Defect or Material Breach, as
the case may be, in all material respects, or repurchase the affected Mortgage
Loan (as, if and to the extent required by the Mortgage Loan Purchase and Sale
Agreement), at the applicable Purchase Price; provided, however, that if the
Mortgage Loan Seller certifies in writing to the Trustee (i) that, as evidenced
by an accompanying Opinion of Counsel, any such Material Breach or Material
Document Defect, as the case may be, does not and will not cause the Defective
Mortgage Loan, to fail to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code, (ii) that such Material Breach or Material
Document Defect, as the case may be, is capable of being corrected or cured but
not within the applicable Initial Resolution Period, (iii) that such party has
commenced and is diligently proceeding with the cure of such Material Breach or
Material Document Defect, as the case may be, within the applicable Initial
Resolution Period, and (iv) that the Mortgage Loan Seller anticipates that such
Material Breach or Material Document Defect, as the case may be, will be
corrected or cured within an additional period not to exceed the Resolution
Extension Period (a copy of which certification shall be delivered by the
Trustee to the Master Servicer, the Special Servicer, the Directing
Certificateholder, then the Mortgage Loan Seller shall have an additional period
equal to the applicable Resolution Extension Period to complete such correction
or cure or, failing such, to repurchase the affected Mortgage Loan; provided,
further, that, in lieu of effecting any such repurchase (but, in any event, no
later than such repurchase would have to have been completed), the Mortgage Loan
Seller shall be permitted, during the three-month period following the Startup
Day for REMIC I (or during the two-year period following such Startup Day if the
affected Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), to
replace the affected Mortgage Loan with one or more Qualifying Substitute
Mortgage Loans and to pay a cash amount equal to the applicable Substitution
Shortfall Amount, subject to any other applicable terms and conditions of the
Mortgage Loan Purchase and Sale Agreement and this Agreement. If any
substitution for a Deleted Mortgage Loan is not completed in all respects by the
end of the three-month (or, if applicable, the two-year) period contemplated by
the preceding sentence, the Mortgage Loan Seller shall be barred from doing so
(and, accordingly, will be limited to the cure/repurchase remedies contemplated
hereby), and no party hereto shall be liable thereto for any loss, liability or
expense resulting from the expiration of such period. If any Mortgage Loan is to
be repurchased or replaced as contemplated by this Section 2.03, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the applicable Purchase Price or Substitution Shortfall Amount
(as the case may be) are to be wired, and the Master Servicer shall promptly
notify the Trustee when such deposit is made. Any such repurchase or replacement
of a Mortgage Loan shall be on a whole loan, servicing released basis.

            (d) [Reserved].

            (e) Whenever one or more mortgage loans are substituted for a
Defective Mortgage Loan by the Mortgage Loan Seller as contemplated by this
Section 2.03, the Master Servicer shall direct such party effecting the
substitution to deliver the related Mortgage File to the Trustee, to certify
that such substitute mortgage loan satisfies or such substitute mortgage loans
satisfy, as the case may be, all of the requirements of the definition of
"Qualifying Substitute Mortgage Loan" and to send such certification to the
Trustee. No mortgage loan may be substituted for a Defective Mortgage Loan as
contemplated by this Section 2.03 if the Mortgage Loan to be replaced was itself
a Replacement Mortgage Loan, in which case, absent a cure of the relevant
Material Breach or Material Document Defect, the affected Mortgage Loan will be
required to be repurchased as contemplated hereby. Monthly Payments due with
respect to each Replacement Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each corresponding
Deleted Mortgage Loan (if any) after the related Due Date in [____________] and
on or prior to the related date of substitution, shall be part of the Trust
Fund. Monthly Payments due with respect to each Replacement Mortgage Loan (if
any) on or prior to the related date of substitution, and Monthly Payments due
with respect to each corresponding Deleted Mortgage Loan (if any) after the
related date of substitution, shall not be part of the Trust Fund and are to be
remitted by the Master Servicer to the party effecting the related substitution
promptly following receipt.

            (f) If any Mortgage Loan is to be repurchased or replaced by the
Mortgage Loan Seller as contemplated by this Section 2.03, the Master Servicer
shall direct the Mortgage Loan Seller to amend the Mortgage Loan Schedule to
reflect the removal of any Deleted Mortgage Loan and, if applicable, the
substitution of the related Replacement Mortgage Loan(s); and, upon its receipt
of such amended Mortgage Loan Schedule, the Master Servicer shall deliver or
cause the delivery of such amended Mortgage Loan Schedule to the other parties
hereto. Upon any substitution of one or more Replacement Mortgage Loans for a
Deleted Mortgage Loan, such Replacement Mortgage Loan(s) shall become part of
the Trust Fund and be subject to the terms of this Agreement in all respects.

            (g) Upon receipt of a Request for Release (in the form of Exhibit D
attached hereto) and an Officer's Certificate from the Master Servicer to the
effect that the full amount of the Purchase Price or Substitution Shortfall
Amount (as the case may be) for any Mortgage Loan repurchased or replaced by the
Mortgage Loan Seller as contemplated by this Section 2.03 has been deposited
into the Certificate Account, and further, if applicable, upon receipt of the
Mortgage File for each Replacement Mortgage Loan (if any) to be substituted for
a Deleted Mortgage Loan, together with the certification referred to in Section
2.03(e) from the party effecting the substitution, if any, the Trustee shall (i)
release or cause the release of the Mortgage File and any Additional Collateral
held by or on behalf of the Trustee for the Deleted Mortgage Loan to the party
effecting the repurchase/substitution or its designee and (ii) execute and
deliver such instruments of release, transfer and/or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in the party effecting the repurchase/substitution or its designee the
ownership of the Deleted Mortgage Loan, and the Master Servicer shall notify the
applicable Mortgagors of the transfers of the Deleted Mortgage Loan(s) and any
Replacement Mortgage Loan(s). If the Mortgage related to the Deleted Mortgage
Loan has been recorded in the name of MERS or its designee, the Master Servicer
shall take all necessary action to reflect the release of such Mortgage on the
records of MERS. In connection with any such repurchase or substitution by the
Mortgage Loan Seller, each of the Master Servicer and the Special Servicer shall
deliver to the party effecting the repurchase/substitution or its designee any
portion of the related Servicing File, together with any Escrow Payments,
Reserve Funds and Additional Collateral, held by or on behalf of the Master
Servicer or the Special Servicer, as the case may be, with respect to the
Deleted Mortgage Loan, in each case at the expense of the party effecting the
repurchase/substitution. The reasonable "out-of-pocket" costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to
this Section 2.03(g), shall be payable to each of them, first, by the Mortgage
Loan Seller to the extent the Mortgage Loan Seller was required to repurchase
the affected Mortgage Loan, and then as Servicing Advances in respect of the
affected Mortgage Loan.

            (h) The Mortgage Loan Purchase and Sale Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on their behalf,
respecting any Breach or Document Defect with respect to Mortgage Loans sold by
the Mortgage Loan Seller. If the Mortgage Loan Seller defaults on its
obligations to repurchase or replace any Mortgage Loan as contemplated by this
Section 2.03, the Master Servicer shall (and the Special Servicer may) promptly
notify the Trustee in writing, and the Trustee shall notify the
Certificateholders. Thereafter, the Master Servicer (with respect to Performing
Loans where the defaulting Mortgage Loan Seller is not an Affiliate of the
Master Servicer) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans and with respect to Performing Loans where the defaulting
Mortgage Loan Seller is an Affiliate of the Master Servicer) shall take such
actions on behalf of the Trust with respect to the enforcement of such
repurchase/substitution obligations (and if the Master Servicer is notified or
otherwise becomes aware of a default on the part of the Mortgage Loan Seller in
respect of its obligations under Section 4 of the Mortgage Loan Purchase and
Sale Agreement, the Master Servicer shall also take such actions on behalf of
the Trust with respect to the enforcement of such obligations of the Mortgage
Loan Seller), including the institution and prosecution of appropriate legal
proceedings, as the Master Servicer or the Special Servicer shall determine are
in the best interests of the Certificateholders (taken as a collective whole).
Any and all reasonable "out-of-pocket" costs and expenses incurred by the Master
Servicer, the Special Servicer and/or the Trustee pursuant to this Section
2.03(h), including reasonable attorney fees and expenses to the extent not
collected from the Mortgage Loan Seller because the Mortgage Loan Seller either
failed, or was not required, to cure the subject actual or alleged Breach or
Document Defect or repurchase/replace the affected related Mortgage Loan, shall
constitute Servicing Advances in respect of the affected Mortgage Loan.

            Without limiting the Trustee's duties under this Section 2.03, the
Trustee irrevocably designates the Special Servicer, with respect to the
Specially Serviced Mortgage Loans, and the Master Servicer, with respect to
Performing Loans, for the benefit of Certificateholders to use reasonable
efforts to enforce, after notice to the Trustee, any of the obligations of the
Mortgage Loan Seller under the Mortgage Loan Purchase and Sale 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 the
Special Servicer or Master Servicer, as the case may be, shall reasonably
determine is in the best interests of the Certificateholders (taken as a
collective whole). All out of pocket expenses (including attorney's fees and
litigation costs and expenses) incurred by the Special Servicer or Master
Servicer, as the case may be, in carrying out its obligations hereunder shall be
reimbursable to the Special Servicer or Master Servicer, as the case may be, and
constitute Additional Trust Fund Expenses. The Trustee shall upon request
promptly furnish or cause to be furnished to the Special Servicer or Master
Servicer, as the case may be, limited powers of attorney and other documents
necessary, delivered to it by the Special Servicer or Master Servicer, as the
case may be, for execution, or appropriate to enable the Special Servicer or
Master Servicer, as the case may be, to carry out such enforcement duties
subject to Section 3.01(c).

            (i) The Special Servicer, with respect to litigation involving
Specially Serviced Mortgage Loans, and the Master Servicer, with respect to
litigation involving Performing Loans, and where the applicable servicer
contemplates availing itself or the Trustee on behalf of the Trust Fund of
indemnification as provided for under this Agreement, such servicer shall, for
the benefit of the Certificateholders, direct, manage, prosecute, defend and/or
settle any and all claims and litigation ("Litigation Control") relating to (a)
the enforcement of the obligations of a Borrower under the related loan
documents and (b) any action brought against the Trust Fund or any party to this
Agreement with respect to any Mortgage Loan. Such Litigation Control shall be
carried out in accordance with the terms of this Agreement, including, without
limitation, the Servicing Standard. Upon becoming aware of or being named in any
such claims or litigation, the Master Servicer shall immediately notify the
Directing Certificateholder and the Trustee of such claims or litigation. In
addition, the Master Servicer shall prepare and submit a monthly status report
regarding any Litigation Control matter to the Directing Certificateholder.

            Notwithstanding the foregoing, each of the Special Servicer and the
Master Servicer, as applicable, shall consult with and keep the Directing
Certificateholder and the Trustee advised of any material development including
without limitation (i) any material decision concerning Litigation Control and
the implementation thereof and (ii) any decision to agree to or propose any
terms of settlement, and shall submit any such development or decision to the
Directing Certificateholder for its approval or consent. Subject to the last
paragraph of this Section 2.03(i), the Special Servicer or the Master Servicer
shall not take any action implementing any such material development or decision
described in the preceding sentence unless and until it has notified in writing
the Directing Certificateholder and the Directing Certificateholder has not
objected in writing within [five] Business Days of having been notified thereof
and having been provided with all information that the Directing
Certificateholder has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that
if such written objection has not been received by the Special Servicer or the
Master Servicer, as applicable, within such [five]-Business Day period, then the
Directing Certificateholder shall be deemed to have approved the taking of such
action); provided that, in the event that the Special Servicer or the Master
Servicer, as applicable, determines that immediate action is necessary to
protect the interests of the Certificateholders (as a collective whole), the
Special Servicer or the Master Servicer, as applicable, may take such action
without waiting for the response of the Directing Certificateholder; provided
that the Special Servicer or the Master Servicer, as applicable, has reasonably
determined that the Directing Certificateholder has received notice of such
action in writing.

            With respect to any Litigation Control otherwise required to be
exercised hereunder by the Master Servicer relating to a Mortgage Loan that has
either (i) been satisfied or paid in full or (ii) as to which a Final Recovery
Determination has been made, after receiving the required notice from the Master
Servicer set forth above that it became aware of or was named in any such claims
or litigation, the Directing Certificateholder may direct in writing that the
such Litigation Control nevertheless be exercised by the Special Servicer;
provided that (a) the Special Servicer has determined, consistent with the
Servicing Standard, that its actions with respect to such obligations (including
without limitation settlements) (i) would be in the best interests of the
Certificateholders. (ii) do not require any admission of liability or wrongdoing
on the part of the Master Servicer and (iii) are fully indemnifiable (including
without limitation on behalf of the Master Servicer) under Section 6.03 hereof
and paid by the Trust; (b) all costs and fees incurred in defending and settling
the claims (including without limitation on behalf of the Master Servicer) are
indemnified expenses under Section 6.03 hereof; and (c) with respect to a
settlement, the Special Servicer has reasonably consulted with the Master
Servicer prior to such settlement.

            Notwithstanding the foregoing, no advice, direction or objection of
the Directing Certificateholder shall (i) require or cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan
or any related intercreditor, co-lender or similar agreement, applicable law or
any provision of this Agreement, including the Special Servicer's and the Master
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of either of REMIC I or REMIC II, (ii) result in an
Adverse REMIC Event with respect to either of REMIC I or REMIC II or an Adverse
Grantor Trust Event with respect to the Grantor Trust, (iii) expose the Master
Servicer, the Special Servicer, the Depositor, the Mortgage Loan Seller, the
Trust Fund, the Trustee or their Affiliates, officers, directors, shareholders,
partners, members, managers, employees or agents to any claim, suit, or
liability for which this Agreement does not provide indemnification to such
party or expose any such party to prosecution for a criminal offense, or (iv)
materially expand the scope of the Special Servicer's or the Master Servicer's
responsibilities under this Agreement; and neither the Special Servicer nor the
Master Servicer will follow any such advice, direction or objection if given by
the Directing Certificateholder.

            In the event (a) of any action, suit, litigation or proceeding
naming the Trustee in its individual capacity, or in the event that any judgment
is rendered against the Trustee in its individual capacity, the Trustee, upon
prior written notice to the Master Servicer or the Special Servicer, as
applicable, may retain counsel and appear in any such proceeding on its own
behalf in order to protect and represent its interests; provided that the Master
Servicer or the Special Servicer, as applicable, shall retain the right to
manage and direct any such action, suit, litigation or proceeding, subject to
the foregoing provisions of this Section 3.20(i); (b) of any action, suit,
litigation or proceeding, other than an action, suit, litigation or proceeding
relating to the enforcement of the obligations under the related loan documents,
neither the Master Servicer nor the Special Servicer shall, without the prior
written consent of the Trustee, (i) initiate any action, suit, litigation or
proceeding in the name of the Trustee, whether in such capacity or individually,
(ii) engage counsel to represent the Trustee or (iii) prepare, execute or
deliver any government filings, forms, permits, registrations or other documents
or take any other similar action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state; and (c) that
any court finds that the Trustee is a necessary party in respect of any action,
suit, litigation or proceeding relating to or arising from this Agreement or any
Mortgage Loan, the Trustee shall have the right to retain counsel and appear in
any such proceeding on its own behalf in order to protect and represent its
interest, whether as Trustee or individually; provided that the Master Servicer
or the Special Servicer, as applicable, shall retain the right to manage and
direct any such action, suit, litigation or proceeding; subject to the foregoing
provisions of this Section 3.20(i).

            Section 2.04 Representations and Warranties of the Depositor.

            (a) The Depositor hereby represents and warrants to each of the
other parties to this Agreement and for the benefit of the Certificateholders as
of the Closing Date, that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware.

            (ii) The execution and delivery of this Agreement by the Depositor,
      and the performance and compliance with the terms of this Agreement by the
      Depositor, do not violate the Depositor's certificate of incorporation or
      bylaws or constitute a default (or an event that, 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
      that is applicable to it or any of its assets.

            (iii) The Depositor 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 Depositor, enforceable against the Depositor
      in accordance with the terms hereof, except as such enforcement may be
      limited by (A) applicable bankruptcy, insolvency, receivership,
      reorganization, liquidation, fraudulent transfer, 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 Depositor is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement do 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 Depositor's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Depositor to perform its obligations under this Agreement or the
      financial condition of the Depositor.

            (vi) The transfer of the Mortgage Loans to the Trustee as
      contemplated herein requires no regulatory approval, other than any such
      approvals as have been obtained, and is not subject to any bulk transfer
      or similar law in effect in any applicable jurisdiction.

            (vii) No litigation is pending or, to the best of the Depositor's
      knowledge, threatened against the Depositor that would prohibit the
      Depositor from entering into this Agreement or, in the Depositor's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Depositor to perform its obligations
      under this Agreement or the financial condition of the Depositor.

            (viii) Immediately prior to the transfer of the Mortgage Loans by
      the Depositor to the Trustee hereunder, the Depositor had good and
      marketable title to, and was the sole owner of, each such Mortgage Loan,
      free and clear of any and all liens, encumbrances and other interests on,
      in or to such Mortgage Loan.

            (ix) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Depositor of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      and orders that previously have been obtained and those filings and
      registrations that previously have been completed, and except for those
      filings and recordings of loan documents and assignments thereof that are
      contemplated by this Agreement to be completed after the Closing Date.

            (x) The Depositor has been solvent at all relevant times prior to,
      and will not be rendered insolvent by, its transfer of the Mortgage Loans
      to the Trustee, pursuant to Section 2.01(b).

            (xi) After giving effect to its transfer of the Mortgage Loans to
      the Trustee, pursuant to Section 2.01(b), the value of the Depositor's
      assets, either taken at their present fair saleable value or at fair
      valuation, will exceed the amount of the Depositor's debts and
      obligations, including contingent and unliquidated debts and obligations
      of the Depositor, and the Depositor will not be left with unreasonably
      small assets or capital with which to engage in and conduct its business.

            (xii) The Depositor does not intend to, and does not believe that it
      will, incur debts or obligations beyond its ability to pay such debts and
      obligations as they mature.

            (xiii) No proceedings looking toward merger, liquidation,
      dissolution or bankruptcy of the Depositor are pending or contemplated.

            (xiv) Immediately prior to the transfer of the Mortgage Loans to the
      Trustee for the benefit of the Certificateholders pursuant to this
      Agreement, the Depositor had such right, title and interest in and to each
      Mortgage Loan as was transferred to it by the Mortgage Loan Seller
      pursuant to the Mortgage Loan Purchase and Sale Agreement. The Depositor
      has not transferred any of its right, title and interest in and to the
      Mortgage Loans to any Person other than the Trustee.

            (xv) Except for any actions that are the express responsibility of
      another party hereunder or under the Mortgage Loan Purchase and Sale
      Agreement, and further except for actions that the Depositor is expressly
      permitted to complete subsequent to the Closing Date, the Depositor has
      taken all actions required under applicable law to effectuate the transfer
      of all of its right, title and interest in and to the Mortgage Loans by
      the Depositor to the Trustee.

            (b) Upon discovery by any of the parties hereto of a breach of any
of the foregoing representations and warranties that materially and adversely
affects the interests of the Certificateholders or any party hereto, the party
discovering such breach shall give prompt written notice to each of the other
parties hereto.

            Section 2.05 Representations and Warranties of the Master Servicer.

            (a) The Master Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders as of the Closing
Date, that:

            (i) The Master Servicer is duly organized, validly existing and in
      good standing as a national banking association under the laws of the
      United States of America, and the Master Servicer is in compliance with
      the laws of each jurisdiction 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 Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, do not violate the Master Servicer's
      organizational documents or constitute a default (or an event that, 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 that is applicable to it or any of its assets,
      which default or breach, in the Master Servicer's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Master Servicer to perform its obligations under this
      Agreement.

            (iii) The Master 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 Master Servicer, enforceable against the
      Master 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 Master 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 do 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 Master Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Master Servicer to perform its obligations under this
      Agreement or the financial condition of the Master Servicer.

            (vi) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer that would
      prohibit the Master Servicer from entering into this Agreement or, in the
      Master Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Master Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Master Servicer.

            (vii) Each officer or employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of the
      Mortgage Loans is covered by errors and omissions insurance in the amounts
      and with the coverage required by Section 3.07(c). None of the Master
      Servicer or any of its officers or employees that is involved in the
      servicing or administration of the Mortgage Loans has been refused such
      coverage or insurance.

            (viii) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Master Servicer of the
      transactions contemplated herein, except for those consents, approvals,
      authorizations and orders that previously have been obtained and those
      filings and registrations that previously have been completed.

            (ix) The Master Servicer has examined each of the Sub-Servicing
      Agreements entered into by the Master Servicer that will be in effect as
      of the Closing Date with respect to the Mortgage Loans, and each such
      Sub-Servicing Agreement complies with the requirements of Section 3.22(a)
      in all material respects.

            (b) The representations and warranties of the Master Servicer set
forth in Section 2.05(a) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

            (c) Each successor Master Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
Section 2.05(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.05(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

            Section 2.06 Representations and Warranties of the Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders as of the Closing
Date, that:

            (i) The Special Servicer is duly organized, validly existing and in
      good standing as a [____________], 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, do not violate the Special Servicer's
      organizational documents or constitute a default (or an event that, 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 that is applicable to it or any of its assets,
      which default, in the Special Servicer's reasonable judgment, is likely to
      materially and adversely effect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer.

            (iii) The Special Servicer has the full corporate 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, except as such
      enforcement may be limited by (A) applicable bankruptcy, receivership,
      insolvency, reorganization, liquidation, fraudulent transfer, 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 do 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, the outcome
      of which in the Special Servicer's 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 or employee of the Special Servicer that has
      responsibilities concerning the servicing and administration of the
      Mortgage Loans is covered by errors and omissions insurance in the amounts
      and with the coverage required by Section 3.07(c).

            (viii) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Special Servicer of the
      transactions contemplated herein, except for those consents, approvals,
      authorizations and orders that previously have been obtained and those
      filings and registrations that previously have been completed.

            (b) The representations and warranties of the Special Servicer set
forth in Section 2.06(a) shall survive the execution and delivery of this
Agreement and inure to the benefit of the Persons for whose benefit they were
made for so long as the Trust remains in existence. Upon discovery by any of the
parties hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

            (c) Each successor Special Servicer (if any) shall be deemed to have
made, as of the date of its succession, each of the representations set forth in
Section 2.06(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.06(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

            Section 2.07 Representations and Warranties of the Trustee and the
REMIC Administrator.

            (a) [____________] both in its capacity as Trustee and in its
capacity as REMIC Administrator (the "Bank"), hereby represents and warrants to
the other parties hereto and for the benefit of the Certificateholders as of the
Closing Date, that:

            (i) The Bank is a national bank duly organized, validly existing and
      in good standing under the laws of the United States and is, shall be or,
      if necessary, shall appoint a co-trustee that is, in compliance with the
      laws of each jurisdiction in which any Mortgaged Property is located to
      the extent necessary to ensure the enforceability of each Mortgage Loan
      and to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Bank, and
      the performance and compliance with the terms of this Agreement by the
      Bank, do not violate the Bank's organizational documents or constitute a
      default (or an event that, 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 that is applicable
      to it or any of its assets, which default, in the Bank's good faith and
      reasonable judgment, is likely to materially and adversely affect either
      the ability of the Bank to perform its obligations under this Agreement or
      the financial condition of the Bank.

            (iii) The Bank 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 Bank, enforceable against the Bank 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 Bank is not in violation of, and its execution and delivery
      of this Agreement and its performance and compliance with the terms of
      this Agreement do 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 Bank's good faith and reasonable judgment, is likely to
      affect materially and adversely either the ability of the Bank to perform
      its obligations under this Agreement or the financial condition of the
      Bank.

            (vi) No litigation is pending or, to the best of the Bank's
      knowledge, threatened against the Bank that would prohibit the Bank from
      entering into this Agreement or, in the Bank's good faith and reasonable
      judgment, is likely to materially and adversely affect either the ability
      of the Bank to perform its obligations under this Agreement or the
      financial condition of the Bank.

            (vii) No consent, approval, authorization or order of, or filing or
      registration with, any state or federal court or governmental agency or
      body is required for the consummation by the Bank of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      and orders that previously have been obtained and those filings and
      registrations that previously have been completed.

            (b) The representations and warranties of the Bank set forth in
Section 2.07(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any of the parties
hereto of a breach of any of such representations and warranties that materially
and adversely affects the interests of the Certificateholders or any party
hereto, the party discovering such breach shall give prompt written notice to
each of the other parties hereto.

            (c) Each successor Trustee or REMIC Administrator (if any and
regardless of whether the Trustee and the REMIC Administrator are different
Persons) shall be deemed to have made, as of the date of its succession, each of
the representations set forth in Section 2.07(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.07(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization. In any such case, the term "Bank" shall be deemed to mean such
successor Trustee or the REMIC Administrator, as appropriate.

            Section 2.08 [Reserved].

            Section 2.09 Issuance of the Class R-I Certificates; Creation of the
REMIC I Regular Interests.

            Concurrently with the assignment to the Trustee of the assets
included in REMIC I, and in exchange therefor, at the direction of the
Depositor, the REMIC I Regular Interests have been issued hereunder and the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, in exchange for such assets, the Class R-I Certificates in authorized
denominations. The Class R-I Certificates, together with the REMIC I Regular
Interests, constitute the entire beneficial ownership of REMIC I. The rights of
the Class R-I Certificateholders and the Trustee for the benefit of REMIC II to
receive distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the REMIC I Regular Interests, respectively, shall be as set
forth in this Agreement.

            Section 2.10 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by the Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the REMIC II
Certificates. The Trustee acknowledges the assignment to it of the REMIC I
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC II
Certificates.

            Section 2.11 Issuance of the REMIC II Certificates.

            Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the REMIC II Certificates in authorized denominations. The
interests evidenced by the REMIC II Certificates constitute the entire
beneficial ownership of REMIC II. The rights of the Holders of the REMIC II
Certificates to receive distributions from the proceeds of REMIC II shall be as
set forth in this Agreement.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 Administration of the Mortgage Loans.

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans and 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 and for the benefit of the Certificateholders
in accordance with any and all applicable laws, the terms of this Agreement, the
terms of the respective Mortgage Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all Performing Mortgage Loans, and (ii) the Special Servicer
shall service and administer (x) each Mortgage Loan (other than a Corrected
Mortgage Loan) as to which a Servicing Transfer Event has occurred and is
continuing, and (y) each REO Property; provided, however, that the Master
Servicer shall continue to collect information and prepare all reports to the
Trustee required hereunder with respect to any Specially Serviced Mortgage Loans
and REO Properties (and the related REO Loans), and further to render such
incidental services with respect to any Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for herein; provided, further, that
the Special Servicer shall render such incidental services with respect to
Performing Loans as are specifically provided for herein. The Master Servicer
shall not, on behalf of the Trust, obtain title to a Mortgaged Property.

            (b) Subject to Section 3.01(a) the Master Servicer and the Special
Servicer shall each have full power and authority, acting alone or through
Sub-Servicers, to do or cause to be done any and all things in connection with
such servicing and administration that it may deem necessary or desirable.
Without limiting the generality of the foregoing, each of the Master Servicer
(with respect to Performing Loans and Corrected Mortgage Loans) and the Special
Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), in
its own name or in the name of the Trustee, is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders, the
Trustee or any of them: (i) any and all financing statements, control
agreements, continuation statements and other documents or instruments necessary
to perfect or maintain the lien created by any Mortgage or other security
document in the related Mortgage File on the related Mortgaged Property and
other related collateral; (ii) any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all
assumptions, modifications, waivers, substitutions, extensions, amendments and
consents. Subject to Section 3.10, the Trustee shall, at the written request of
a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or
cause to be so furnished, to the Master Servicer or the Special Servicer, as
appropriate, any limited powers of attorney and other documents (each of which
shall be prepared by the Master Servicer or the Special Servicer, as applicable)
necessary or appropriate to enable it to carry out its servicing and
administrative duties hereunder; provided that the Trustee shall not be held
liable for any misuse of any such power of attorney by the Master Servicer or
the Special Servicer and the Trustee will be indemnified pursuant to, and
subject to the limitations set forth in, Section 8.05 for any losses or expenses
it incurs due to the Master Servicer's use of such power of attorney.

            (c) Notwithstanding anything contained herein to the contrary,
neither the Master Servicer nor the Special Servicer shall without the Trustee's
written consent: (i) initiate any action, suit or proceeding solely under the
Trustee's name without indicating the Master Servicer's or the Special
Servicer's, as applicable, representative capacity, or (ii) take any action with
the intent to cause, and that actually does cause, the Trustee to be registered
to do business in any state.

            The Master Servicer and/or the Special Servicer shall indemnify the
Trustee for any and all costs, liabilities and expenses incurred by the Trustee
in connection with the negligent or willful misuse of such powers of attorney by
the Master Servicer or the Special Servicer, as applicable.

            (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and, unless they are the same Person, each other 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 Mortgage Loan Payments.

            (a) The Master Servicer (with respect to Performing Loans) and the
Special Servicer (with respect to Specially Serviced Mortgage Loans) shall
undertake reasonable efforts to collect all payments called for under the terms
and provisions of the Mortgage Loans and shall follow such collection procedures
as are consistent with applicable law, the express terms of this Agreement and
the related loan documents and, to the extent consistent with the foregoing, the
Servicing Standard; provided that neither the Master Servicer nor the Special
Servicer shall, with respect to any ARD Loan after its Anticipated Repayment
Date, take any enforcement action with respect to the payment of Excess Interest
(other than the making of requests for its collection), unless (i) the taking of
an enforcement action with respect to the payment of other amounts due under
such Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, and without regard to such Excess Interest, also necessary,
appropriate and consistent with the Servicing Standard or (ii) all other amounts
due under such Mortgage Loan have been paid, the payment of such Excess Interest
has not been forgiven in accordance with Section 3.20 and, in the good faith and
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
Advance Interest. Consistent with the foregoing, the Special Servicer (as to
Specially Serviced Mortgage Loans) may waive any Default Charges in connection
with any specific delinquent payment on a Mortgage Loan it is obligated to
service hereunder. Consistent with the foregoing and in each case subject to the
Servicing Standard, the Master Servicer (or if applicable a Sub-Servicer) may
grant a one time waiver of Default Charges in connection with a late payment;
provided that for any waiver thereafter of Default Charges in connection with a
Mortgage Loan that is 30 days or more past due, and with respect to which
Advances, Advance Interest or Additional Trust Fund Expenses have been incurred
and remain unreimbursed to the Trust, the Master Servicer must obtain the
consent of the Directing Certificateholder before granting such waiver subject
to the obligation of the Master Servicer to act in accordance with applicable
law and the Servicing Standard. The Directing Certificateholder's consent shall
be deemed granted if it has not responded in writing (which may be via fax or
e-mail) within [ten] Business Days of its receipt of such request.

            (b) (i) At least [__] days prior to the maturity date of each
Balloon Loan that is included in the Trust Fund, the Master Servicer shall send
a notice to the related Mortgagor of such maturity date (with a copy to be sent
to the Special Servicer) and shall request written confirmation that the Balloon
Payment will be paid by such maturity date.

            (ii) Within [__] days after the later of (A) the Closing Date (or
      within such shorter period as may be required by the applicable Letter of
      Credit) and (B) the Master Servicer's receipt of the related Letter of
      Credit, the Master Servicer shall notify each provider of a Letter of
      Credit for any Mortgage Loan that the Master Servicer or the Special
      Servicer, on behalf of the Trustee for the benefit of the
      Certificateholders, shall be the beneficiary under each such Letter of
      Credit. The Master Servicer shall maintain and execute each such Letter of
      Credit, if applicable, in accordance with the related Mortgage Loan
      documents.

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

            (a) The Master Servicer shall, as to all the Mortgage Loans,
establish and maintain one or more accounts (each a "Servicing Account"), into
which all Escrow Payments received by it with respect to the Mortgage Loans
shall be deposited and retained. Subject to any terms of the related loan
documents that specify the nature of the account in which Escrow Payments shall
be held, each Servicing Account shall be an Eligible Account. Withdrawals of
amounts so collected in respect of any Mortgage Loan (and interest earned
thereon) from a Servicing Account may be made only: (i) to effect payment of
real estate taxes, assessments, insurance premiums, ground rents (if applicable)
and comparable items in respect of related Mortgaged Property; (ii) to reimburse
the Master Servicer, the Special Servicer or the Trustee as applicable, for any
unreimbursed Servicing Advances made thereby to cover any of the items described
in the immediately preceding clause (i); (iii) to refund to the related
Mortgagor any sums as may be determined to be overages; (iv) to pay interest or
other income, if required and as described below, to the related Mortgagor on
balances in the Servicing Account (or, if and to the extent not payable to the
related Mortgagor, to pay such interest or other income (up to the amount of any
Net Investment Earnings in respect of such Servicing Account for each Collection
Period) to the Master Servicer); (v) disburse Insurance Proceeds if required to
be applied to the repair or restoration of the related Mortgaged Property; or
(vi) to clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. The Master Servicer shall pay or
cause to be paid to the related Mortgagor interest, if any, earned on the
investment of funds in Servicing Accounts maintained thereby, if required by law
or the terms of the related Mortgage Loan. If the Master Servicer shall deposit
into a Servicing Account any amount not required to be deposited therein, it may
at any time withdraw such amount from such Servicing Account, any provision
herein to the contrary notwithstanding. The Special Servicer shall within [___]
Business Days after receipt deliver all Escrow Payments received by it to the
Master Servicer for deposit into the applicable Servicing Account.

            (b) The Master Servicer shall as to each Mortgage Loan, including
each Specially Serviced Mortgage Loan, (i) maintain accurate records with
respect to the related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof and (ii) use reasonable efforts consistent with the Servicing Standard
to obtain, from time to time, all bills for the payment of such items (including
renewal premiums) and effect payment thereof prior to the applicable penalty or
termination date. For purposes of effecting any such payment, the Master
Servicer shall apply Escrow Payments as allowed under the terms of the related
loan documents; provided that if such Mortgage Loan does not require the related
Mortgagor to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, each of the Master
Servicer and the Special Servicer shall use reasonable efforts, as to those
Mortgage Loans it is obligated to service hereunder, and subject to and in
accordance with the Servicing Standard, enforce the requirement of the related
Mortgage that the Mortgagor make payments in respect of such items at the time
they first become due.

            (c) In accordance with the Servicing Standard and for all Mortgage
Loans, but subject to Section 3.11(h), the Master Servicer shall make a
Servicing Advance with respect to each Property (including each Mortgaged
Property relating to a Specially Serviced Mortgage Loan) all such funds as are
necessary for the purpose of effecting the timely payment of (i) real estate
taxes, assessments and other similar items, (ii) ground rents (if applicable),
and (iii) premiums on Insurance Policies, in each instance prior to the
applicable penalty or termination date if and to the extent that (x) Escrow
Payments (if any) collected from the related Mortgagor are insufficient to pay
such item when due, and (y) the related Mortgagor has failed to pay such item on
a timely basis; provided that, in the case of amounts described in the preceding
clause (i), the Master Servicer shall not make a Servicing Advance of any such
amount until the Master Servicer (in accordance with the Servicing Standard) has
actual knowledge that the Mortgagor has not made such payments and reasonably
anticipates that such amounts will not be paid by the related Mortgagor on or
before the applicable penalty date. All such Advances shall be reimbursable in
the first instance from related collections from the Mortgagor and further as
provided in Section 3.05. No costs incurred by the Master Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents
on or in respect of such Mortgaged Properties shall, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
the respective unpaid principal balances or Stated Principal Balances of the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
permit; provided that this sentence shall not be construed to limit the rights
of the Master Servicer on behalf of the Trust.

            (d) The Master Servicer shall establish and maintain, as applicable,
one or more accounts (the "Reserve Accounts"), in which all Reserve Funds, if
any, received by it with respect to the Mortgage Loan shall be deposited and
retained. As and to the extent consistent with the Servicing Standard and the
related loan documents, the Master Servicer may make withdrawals of amounts so
deposited, and draws under any Letter of Credit delivered in lieu of Reserve
Funds, to pay for, or to reimburse the related Mortgagor in connection with, the
costs associated with the related tenant improvements, leasing commissions,
repairs, replacements, capital improvements and/or environmental testing and
remediation, litigation and/or other special expenses at or with respect to the
related Mortgaged Property for which such Reserve Funds were intended or such
Letter of Credit was delivered and, in the case of a Reserve Fund constituting
debt service reserve accounts, to apply amounts on deposit therein in respect of
principal and interest on the related Mortgage Loan. In addition, as and to the
extent consistent with the Servicing Standard and the related loan documents,
the Master Servicer may make withdrawals of amounts so deposited, and draws
under any Letter of Credit so delivered, to prepay the Mortgage Loan in the
event certain leasing or other economic criteria are not satisfied at the
related Mortgaged Property (but only if such prepayment is required by the
related loan documents or continuing to hold such funds or Letter of Credit as
Additional Collateral is not consistent with the Servicing Standard), or to
release such amounts to the related Mortgagor or otherwise apply such amounts
for any other appropriate purpose in the event that such criteria are satisfied,
and the Master Servicer may return any Letter of Credit so delivered to the
related Mortgagor. Subject to the terms of the related loan documents, each
Reserve Account shall be an Eligible Account. Interest and other income, if any,
earned on funds on deposit in any Reserve Account held by the Master Servicer
(to the extent of any Net Investment Earnings with respect to such Reserve
Account for any Collection Period), shall be for the benefit of and payable to
the Master Servicer, unless otherwise required to be paid to the related
Mortgagor by law or the terms of the related Mortgage Loan. Any out-of-pocket
expenses incurred by the Master Servicer to enable the Master Servicer to make
any draw under any Letter of Credit shall constitute a Servicing Advance, and
the Master Servicer shall make reasonable efforts to recover such expenses from
the related Mortgagor to the extent the Mortgagor is required to pay such
expenses under the terms of the related loan documents.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the Master
Servicer shall request from the Mortgagor 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 Mortgage Loan, the Master Servicer shall
request from the Mortgagor 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 by the related loan documents to
be or to have been taken or completed. To the extent a Mortgagor shall fail to
promptly respond to any inquiry described in this Section 3.03(e), the Master
Servicer shall determine whether the related Mortgagor has failed to perform its
obligations under the related Mortgage Loan and report any such failure to the
Special Servicer, the Trustee and the Directing Certificateholder within a
reasonable time after the date as of which such actions or remediations are
required to be or to have been taken or completed. The Master Servicer shall
promptly give written notice to the Trustee, the Special Servicer and the
Directing Certificateholder if the Master Servicer shall determine that any
Mortgagor has failed to perform its obligations under the related loan documents
in respect of environmental matters.

            Section 3.04 Certificate Account, Distribution Account, REMIC I
Distribution Account, REMIC II Distribution Account, Excess Interest
Distribution Account and Excess Liquidation Proceeds Account.

            (a) The Master Servicer shall segregate and hold all funds collected
and received by it in connection with the Mortgage Pool separate and apart from
its own funds and general assets. The Master Servicer shall establish and
maintain one or more accounts (collectively, the "Certificate Account"), held on
behalf of the Trustee in trust for the benefit of the Certificateholders. The
Certificate Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited into the Certificate Account, within [___]
Business Days of receipt of an identifiable payment (in the case of payments by
Mortgagors or other collections on or in respect of the Mortgage Loans) or as
otherwise required hereunder, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal, interest, Escrow Payments and any other amounts due and payable on
the Mortgage Loans on or before the Cut-off Date, which payments shall be
delivered promptly to the Mortgage Loan Seller or its related designee, with
negotiable instruments endorsed as necessary and appropriate without recourse):

            (i) all payments, from whatever source, or transfers from a debt
      service reserve account, on account of principal, including Principal
      Prepayments tendered in accordance with the related loan documents, on the
      Mortgage Loans;

            (ii) all payments, from whatever source, or transfers from a debt
      service reserve account, on account of interest on the Mortgage Loans
      including Default Interest and Excess Interest;

            (iii) all Prepayment Premiums received in respect of the Mortgage
      Loans;

            (iv) all payments, Insurance Proceeds, Condemnation Proceeds and
      Liquidation Proceeds received in respect of the Mortgage Loans together
      with any amounts representing recoveries of Workout-Delayed Reimbursement
      Amounts or Nonrecoverable Advances in respect of the related Mortgage
      Loans;

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

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

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

            (viii) any amounts representing payments made by Mortgagors that are
      allocable to cover items in respect of which Servicing Advances have been
      made;

            (ix) any proceeds from the repurchase or substitution of Mortgage
      Loans under Section 2.03;

            (x) insofar as they do not constitute Escrow Payments, any amounts
      paid by a Mortgagor specifically to cover items for which a Servicing
      Advance has been made or that represent a recovery of property protection
      expenses from a Mortgagor; and

            (xi) the Interest Deposit Amount received from the Depositor
      pursuant to Section 2.01(b).

            The foregoing requirements for deposit into the Certificate Account
shall be exclusive. Without limiting the generality of the foregoing, actual
payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, late
payment charges, assumption fees, assumption application fees, earnout fees,
extension fees, substitution fees, modification fees, charges for beneficiary
statements or demands and amounts collected for checks returned for insufficient
funds, need not be deposited by the Master Servicer in the Certificate Account.
The Master Servicer shall promptly deliver to the Special Servicer any of the
foregoing items received by it, if and to the extent that such items constitute
Additional Special Servicing Compensation payable to the Special Servicer. If
the Master Servicer shall deposit into the Certificate Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Certificate Account, any provision herein to the contrary notwithstanding.

            Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) above with respect to any Mortgage Loan (for the avoidance of
doubt, not including any REO Loan), the Special Servicer shall promptly, but in
no event later than [___] Business Days after receipt of available funds, remit
such amounts to the Master Servicer for deposit into the Certificate Account in
accordance with the second preceding paragraph, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement. Any such amounts
received by the Special Servicer with respect to an REO Property shall be
deposited by the Special Servicer into the REO Account and remitted to the
Master Servicer for deposit into the Certificate Account pursuant to Section
3.16(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse such check to the order of
the Master Servicer unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item cannot be so endorsed and delivered
because of a restrictive endorsement.

            (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") to be held in trust for the
benefit of the Trust as holder of the REMIC I Regular Interests, and for the
Certificateholders. The Distribution Account shall be an Eligible Account. On or
prior to 1:00 p.m. New York City time on each Master Servicer Remittance Date,
the Master Servicer shall deliver to the Trustee, for deposit into the
Distribution Account, an aggregate amount of immediately available funds equal
to the Master Servicer Remittance Amount for such Master Servicer Remittance
Date. If, at 3:00 p.m., New York City time, on any Master Servicer Remittance
Date, the Trustee has not received the Master Servicer Remittance Amount, the
Trustee shall provide notice to the Master Servicer in the same manner as
required by Section 4.03(a) with respect to P&I Advances.

            In the event that the Master Servicer fails to remit the Master
Servicer Remittance Amount for such Master Servicer Remittance Date on the
related Master Servicer Remittance Date, the Master Servicer shall pay to the
Trustee interest at the Reimbursement Rate on the Master Servicer Remittance
Amount for the period from and including such Master Servicer Remittance Date to
but excluding the date on which the Master Servicer Remittance Amount is
actually received by the Trustee.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit into the Distribution Account:

            (i) any P&I Advances required to be made by the Master Servicer in
      accordance with Section 4.03(a);

            (ii) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.19(e) in connection with Prepayment Interest
      Shortfalls; and

            (iii) any Liquidation Proceeds paid by the Master Servicer or a
      Majority Certificateholder of the Controlling Class in connection with the
      purchase of all of the Mortgage Loans and any REO Properties pursuant to
      Section 9.01, exclusive of the portion of such Liquidation Proceeds
      required to be deposited into the Certificate Account pursuant to Section
      9.01.

            The Trustee shall, upon receipt, deposit into the Distribution
Account any and all amounts received or advanced by the Trustee that are
required by the terms of this Agreement to be deposited therein.

            All such amounts deposited in respect of the Mortgage Loans (other
than Excess Interest, if any) shall, on each Distribution Date, be deemed to be
deposited into the REMIC I Distribution Account in respect of such Mortgage
Loans. All such amounts deposited in respect of such Excess Interest shall be
deemed to be deposited into the Excess Interest Distribution Account.

            (c) (i) The Trustee shall establish and maintain the REMIC I
Distribution Account, as a sub-account of the Distribution Account, in the name
of the Trustee, in trust for the benefit of the Certificateholders. The REMIC I
Distribution Account shall be established and maintained as an Eligible Account
or as a sub-account of the Distribution Account. With respect to each
Distribution Date, the Trustee shall withdraw or be deemed to withdraw from the
REMIC I Distribution Account and deposit or be deemed to deposit into the REMIC
II Distribution Account on or before such date the amount of the Available
Distribution Amount (including P&I Advances) and Prepayment Premiums to be
distributed in respect of the REMIC I Regular Interests pursuant to Section
4.01(a)(i) and Section 4.01(c)(iv) on such date.

            (ii) The Trustee shall establish and maintain the REMIC II
      Distribution Account, as a sub-account of the Distribution Account, in the
      name of the Trustee, in trust for the benefit of the REMIC II
      Certificateholders. The REMIC II Distribution Account shall be established
      and maintained as an Eligible Account or as a sub-account of the
      Distribution Account. With respect to each Distribution Date, the Trustee
      shall withdraw or be deemed to withdraw from the REMIC II Distribution
      Account the amount of the Available Distribution Amount (including P&I
      Advances) and Prepayment Premiums to be distributed in respect of the
      REMIC II Certificates pursuant to Section 4.01(b)(i) and Section
      4.01(c)(i) on such date.

            (iii) The Trustee shall establish and maintain one or more accounts
      or sub-accounts (collectively, the "Excess Liquidation Proceeds Account")
      in the name of the Trustee, in trust for the benefit of the
      Certificateholders. Each account that constitutes the Excess Liquidation
      Proceeds Account shall be an Eligible Account. On each Master Servicer
      Remittance Date, the Master Servicer shall withdraw from the Certificate
      Account and remit to the Trustee for deposit into the Excess Liquidation
      Proceeds Account all Excess Liquidation Proceeds received during the
      Collection Period ending on the Business Day prior to such Master Servicer
      Remittance Date.

            (d) Funds in the Certificate Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall give notice to the other parties hereto of the location of
the Certificate Account as of the Closing Date and of the new location of the
Certificate Account prior to any change thereof. The Distribution Account, the
REMIC I Distribution Account, the REMIC II Distribution Account, the Excess
Interest Distribution Account and the Excess Liquidation Proceeds Account shall
be established at the Corporate Trust Office of the Trustee as of the Closing
Date, and the Trustee shall give notice to the other parties hereto of the new
location of the Distribution Account, the REMIC I Distribution Account, the
REMIC II Distribution Account, the Excess Interest Distribution Account and the
Excess Liquidation Proceeds Account prior to any change thereof.

            (e) The Master Servicer shall establish and maintain the Interest
Reserve Account in trust for the benefit of the Certificateholders. The Master
Servicer is hereby authorized to make deposits in and withdrawals from the
Interest Reserve Account, in accordance with the terms of this Agreement.

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

            Section 3.05 Permitted Withdrawals From the Certificate Account, the
Distribution Account and the Excess Liquidation Proceeds Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee no later than 1:00 p.m. (New York time)
      for deposit into the Distribution Account and the Excess Interest
      Distribution Account, the Master Servicer Remittance Amount for, and, to
      the extent permitted or required by Section 4.03(a), as applicable, any
      P&I Advances to be made on, each Master Servicer Remittance Date;

            (ii) to reimburse the Master Servicer or the Trustee, as applicable,
      for unreimbursed P&I Advances made thereby (in each case, with its own
      funds), the Master Servicer's and the Trustee's, as the case may be,
      respective rights to reimbursement pursuant to this clause (ii) with
      respect to any P&I Advance (other than Nonrecoverable P&I Advances, which
      are reimbursable pursuant to clause (vii) below) being limited to amounts
      that represent Late Collections of interest and principal received in
      respect of the particular Mortgage Loan or REO Loan as to which such P&I
      Advance was made (net of related Master Servicing Fees and/or Workout
      Fees);

            (iii) to pay to the Master Servicer earned and unpaid Master
      Servicing Fees in respect of each Mortgage Loan and REO Loan, the Master
      Servicer's right to payment pursuant to this clause (iii) with respect to
      any Mortgage Loan or REO Loan being payable from, and limited to, amounts
      received on or in respect of such Mortgage Loan (whether in the form of
      payments, Liquidation Proceeds, Condemnation Proceeds or Insurance
      Proceeds) or such REO Loan (whether in the form of REO Revenues,
      Liquidation Proceeds or Insurance Proceeds) that are allocable as a
      recovery of interest thereon;

            (iv) to pay to the Special Servicer, out of general collections on
      the Mortgage Loans and any REO Properties, earned and unpaid Special
      Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
      Loan;

            (v) to pay to the Special Servicer earned and unpaid Workout Fees
      and Liquidation Fees to which it is entitled pursuant to, and from the
      sources contemplated by Section 3.11(c);

            (vi) to reimburse itself, the Special Servicer or the Trustee, as
      applicable, for any unreimbursed Servicing Advances made thereby (in each
      case, with its own funds), the Master Servicer's, the Trustee's or the
      Special Servicer's, as the case may be, respective rights to reimbursement
      pursuant to this clause (vi) with respect to any Servicing Advance (other
      than Nonrecoverable Servicing Advances, which are reimbursable pursuant to
      clause (vii) below) being limited to (A) payments made by the related
      Mortgagor that are allocable to cover the item in respect of which such
      Servicing Advance was made, and (B) Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds and, if applicable, REO Revenues received
      in respect of the particular Mortgage Loan or REO Property as to which
      such Servicing Advance was made;

            (vii) to reimburse the Master Servicer, the Special Servicer or the
      Trustee, as applicable, out of general collections on the Mortgage Loans
      and any REO Properties, for any unreimbursed Advances made thereby that
      have been determined to be Nonrecoverable Advances (provided that amounts
      may be withdrawn over time as hereinafter provided) or, subject to the
      limitations contained in the following paragraphs of the Section 3.05(a),
      for any Workout-Delayed Reimbursement Amounts;

            (viii) to pay the Trustee, the Master Servicer, or the Special
      Servicer as applicable, any Advance Interest due and owing thereto out of
      Default Charges collected on the Mortgage Pool, as and to the extent
      contemplated by Section 3.27;

            (ix) to the extent that, during any Collection Period, the Master
      Servicer has reimbursed or is reimbursing itself, the Special Servicer and
      the Trustee, as applicable, for any unreimbursed Advance pursuant to
      clause (ii), (vi) or (vii) above or pursuant to Section 3.03, and insofar
      as payment has not already been made, and the Default Charges then on
      deposit in the Certificate Account is not sufficient to make such payment
      pursuant to clause (viii) above, to pay the Master Servicer, the Special
      Servicer, or the Trustee, as the case may be, out of general collections
      on the Mortgage Loans and any REO Properties, any related Advance Interest
      accrued and payable on the portion of such Advance so reimbursed or being
      reimbursed;

            (x) to pay any outstanding expense, other than Advance Interest,
      that was incurred with respect to any Mortgage Loan or related REO Loan
      and that, if paid from a source other than Default Charges collected on
      the Mortgage Pool, would constitute an Additional Trust Fund Expense, such
      payment to be made out of Default Charges collected on the Mortgage Pool,
      as and to the extent contemplated by Section 3.27;

            (xi) to pay itself any items of Additional Master Servicing
      Compensation, and to pay to the Special Servicer any items of Additional
      Special Servicing Compensation to which it is entitled, in each case from
      funds on deposit in the Certificate Account from time to time;

            (xii) to pay any unpaid Liquidation Expenses incurred with respect
      to any Mortgage Loan or REO Property such payments to be made, first, out
      of payments, Insurance Proceeds, Condemnation Proceeds or Liquidation
      Proceeds and, if applicable, REO Revenues received in respect of such
      Mortgage Loan or REO Property, as the case may be, and then, out of
      general collections on other Mortgage Loans and REO Properties;

            (xiii) to pay, in accordance with Section 3.11(i), out of general
      collections on the Mortgage Loans and any REO Properties, certain
      servicing expenses that would, if advanced, constitute Nonrecoverable
      Servicing Advances;

            (xiv) to pay, out of general collections on the Mortgage Loans and
      any REO Properties, costs and expenses incurred by the Trust Fund pursuant
      to Section 3.09(c) (other than the costs of environmental testing, which
      are to be covered by, and reimbursable as, a Servicing Advance);

            (xv) to pay itself, the Special Servicer, the Depositor, the
      Trustee, or any of their respective directors, officers, members,
      managers, employees and agents, as the case may be, out of general
      collections on the Mortgage Loans and any REO Properties any amounts
      payable to any such Person pursuant to Section 6.03, Section 7.01(b),
      Section 8.05(b), or Section 8.13, as applicable;

            (xvi) to pay, out of general collections on the Mortgage Loans and
      REO Properties, for the cost of recording this Agreement in accordance
      with Section 11.02(a);

            (xvii) to pay, out of general collections on the Mortgage Loans and
      any REO Properties, any reasonable out-of-pocket cost or expense
      (including the reasonable fees of tax accountants and attorneys) incurred
      by the Trustee pursuant to Section 3.17(b) in connection with providing
      advice to the Special Servicer;

            (xviii) to pay to the Master Servicer, the Special Servicer, the
      Trustee or the Depositor, as the case may be, any amount specifically
      required to be paid to such Person at the expense of the Trust Fund under
      any provision of this Agreement to which reference is not made in any
      other clause of this Section 3.05(a), it being acknowledged that this
      clause (xviii) shall not be construed to modify any limitation otherwise
      set forth in this Agreement on the time at which any Person is entitled to
      payment or reimbursement of any amount or the funds from which any such
      payment or reimbursement is permitted to be made;

            (xix) to pay the Master Servicer, the Special Servicer, the Mortgage
      Loan Seller, a Controlling Class Certificateholder or any other particular
      Person, as the case may be, with respect to each Mortgage Loan, if any,
      previously purchased or otherwise removed from the Trust Fund by such
      Person pursuant to or as contemplated by this Agreement, all amounts
      received thereon subsequent to the date of purchase;

            (xx) to transfer Excess Liquidation Proceeds to the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(c)(iv);

            (xxi) to withdraw any amounts deposited in error; and

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

            If amounts on deposit in the Certificate Account at any particular
time (after withdrawing any portion of such amounts deposited into the
Certificate Account in error) are insufficient to satisfy all payments,
reimbursements and remittances to be made therefrom as set forth in clauses (ii)
through (xx) above, then the corresponding withdrawals from the Certificate
Account shall be made in the following priority and subject to the following
rules: (A) if the payment, reimbursement or remittance is to be made from a
specific source of funds, then such payment, reimbursement or remittance shall
be made from that specific source of funds on a pro rata basis with any and all
other payments, reimbursements and remittances to be made from such specific
source of funds; and (B) if the payment, reimbursement or remittance can be made
from any funds on deposit in the Certificate Account, then (following any
withdrawals made from the Certificate Account in accordance with the immediately
preceding clause (A) above) such payment, reimbursement or remittance shall be
made from such general funds remaining on a pro rata basis with any and all
other payments, reimbursements or remittances to be made from such general
funds; provided that any reimbursements of Advances in respect of any particular
Mortgage Loan or REO Property out of the Certificate Account pursuant to any of
clauses (ii), (vi) and (vii) above, and any payments of interest thereon out of
the Certificate Account pursuant to either of clauses (viii) and (ix) above,
shall be made (to the extent of their respective entitlements to such
reimbursements and/or payments): first, to the Trustee; and second, pro rata, to
the Master Servicer and Special Servicer. Any amounts withdrawn from the
Certificate Account pursuant to clauses (ii) through (xx) above that are
specific to a Mortgage Loan shall be allocated to REMIC I; and any amount so
withdrawn that is not specific to a particular Mortgage Loan shall be allocated
by the REMIC Administrator to REMIC I in proportion to the Stated Principal
Balances of their related Mortgage Loans.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan by loan basis (and on a property by property basis for REO
Loans) when appropriate, in connection with any withdrawal from the Certificate
Account pursuant to clauses (ii) through (xx) above sufficient to determine the
amounts attributable to REMIC I (with respect to the Mortgage Loans).

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or such third party contractors) is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to recalculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.

            Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, the Master Servicer, the Special Servicer or the
Trustee, as applicable, may, in its sole discretion, elect to obtain
reimbursement for such Nonrecoverable Advance over time and the unreimbursed
portion of such Advance will accrue interest at the Reimbursement Rate. If such
an election to obtain reimbursement over time is made, the Master Servicer, the
Special Servicer or the Trustee, as applicable, will, during the first six
months after such nonrecoverability determination was made, only seek
reimbursement for such Nonrecoverable Advance from collections of principal
(with such Nonrecoverable Advances being reimbursed before Workout-Delayed
Reimbursement Amounts). After such initial six months, the Master Servicer, the
Special Servicer or the Trustee, as applicable, may continue to seek
reimbursement for such Nonrecoverable Advance solely from collections of
principal or may seek reimbursement for such Nonrecoverable Advance from general
collections, in each case for a period of time not to exceed an additional six
months (with such Nonrecoverable Advances being reimbursed before
Workout-Delayed Reimbursement Amounts). In the event that the Master Servicer,
the Special Servicer or the Trustee, as applicable, wishes to seek reimbursement
over time after the second six-month period discussed in the preceding sentence,
then the Master Servicer, the Special Servicer or the Trustee, as applicable,
may continue to seek reimbursement for such Nonrecoverable Advance solely from
collections of principal or may seek reimbursement for such Nonrecoverable
Advance from general collections, in either case for such a longer period of
time as agreed to by the Master Servicer, the Special Servicer or the Trustee,
as applicable, and the Directing Certificateholder, each in its sole discretion
(with such Nonrecoverable Advances being reimbursed before Workout-Delayed
Reimbursement Amounts). Notwithstanding the foregoing, at any time after such a
determination to obtain reimbursement over time, the Master Servicer, the
Special Servicer or the Trustee, as applicable, may, in its sole discretion,
decide to obtain reimbursement immediately. The fact that a decision to recover
such Nonrecoverable Advances over time, or not to do so, benefits some Classes
of Certificateholders to the detriment of other Classes shall not, with respect
to the Master Servicer or the Special Servicer, constitute a violation of the
Servicing Standard and/or with respect to the Trustee, constitute a violation of
any fiduciary duty to Certificateholders or contractual duty hereunder. The
Master Servicer, the Special Servicer or the Trustee, as applicable, will give
each Rating Agency three weeks prior notice of its intent to obtain
reimbursement of Nonrecoverable Advances from interest collections as described
above unless (1) the Master Servicer or Special Servicer (or Trustee, if
applicable) determines in its sole discretion that waiting three weeks after
such a notice could jeopardize the Master Servicer's or the Special Servicer's
(or Trustee's, if applicable) ability to recover Nonrecoverable Advances, (2)
changed circumstances or new or different information becomes known to the
Master Servicer or Special Servicer (or Trustee, if applicable) that could
affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) the Master Servicer or Special
Servicer has not timely received from the Trustee information requested by the
Master Servicer or Special Servicer to consider in determining whether to defer
reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or
(3) applies, the Master Servicer or Special Servicer (or Trustee, if applicable)
shall give each Rating Agency notice of an anticipated reimbursement to it of
Nonrecoverable Advances from amounts in the Certificate Account allocable to
interest on the Mortgage Loans as soon as reasonably practicable in such
circumstances. The Master Servicer or Special Servicer (or Trustee, if
applicable) shall have no liability for any loss, liability or expense resulting
from any notice provided to each Rating Agency contemplated by the immediately
preceding sentence.

            If the Master Servicer, the Special Servicer or the Trustee, as
applicable, is reimbursed out of general collections for any unreimbursed
Advances that are determined to be Nonrecoverable Advances (together with any
interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made: first, out of the Principal Distribution
Amount, that, but for its application to reimburse a Nonrecoverable Advance
and/or to pay interest thereon, would be included in the Available Distribution
Amount for any subsequent Distribution Date, and second, out of other amounts
that, but for their application to reimburse a Nonrecoverable Advance and/or to
pay interest thereon, would be included in the Available Distribution Amount for
any subsequent Distribution Date.

            If and to the extent that any payment is deemed to be applied as
contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to
pay interest thereon, then the Principal Distribution Amount for such
Distribution Date shall be reduced, to not less than zero, by the amount of such
reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed
out of the Principal Distribution Amount as contemplated above and (iii) the
particular item for which such Advance was originally made is subsequently
collected out of payments or other collections in respect of the related
Mortgage Loan, then the Principal Distribution Amount for the Distribution Date
that corresponds to the Collection Period in which such item was recovered shall
be increased by an amount equal to the lesser of (A) the amount of such item and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date as contemplated in the paragraph above resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon.

            If one or more unreimbursed Workout-Delayed Reimbursement Amounts
exist, then such Workout-Delayed Reimbursement Amounts will be reimbursable only
from amounts in the Certificate Account that represent collections of principal
on the Mortgage Loans (net of any collections of principal applied to
reimbursement of Nonrecoverable Advances or interest thereon); provided,
however, that on any Distribution Date when (1) less than [___]% of the initial
aggregate Stated Principal Balance of the Mortgage Pool is outstanding and (2)
the sum of the aggregate unpaid Nonrecoverable Advances plus the aggregate
unpaid Workout-Delayed Reimbursement Amounts that have not been reimbursed to
the Master Servicer, Special Servicer or Trustee, as applicable, exceeds [___]%
of the aggregate Stated Principal Balance of the Mortgage Pool then outstanding,
then the Master Servicer, the Special Servicer or the Trustee, as applicable,
may obtain reimbursement of any outstanding Workout-Delayed Reimbursement Amount
from principal collections or any other amounts in the Certificate Account,
including but not limited to interest collected on the Mortgage Loans, if
principal is not sufficient to pay such amounts; provided, further, however,
that the foregoing shall not in any manner limit the right of the Master
Servicer, the Special Servicer or the Trustee, as applicable, to choose
voluntarily to seek reimbursement of Workout-Delayed Reimbursement Amounts
solely from collections of principal. The Master Servicer, the Special Servicer
or the Trustee, as applicable, will give each Rating Agency three weeks prior
notice of its intent to obtain reimbursement of Workout-Delayed Reimbursement
Amounts from interest collections as described in the preceding sentence.

            If the Master Servicer, the Special Servicer or the Trustee, as
applicable, is reimbursed out of general collections for any Workout-Delayed
Reimbursement Amounts, then (for purposes of calculating distributions on the
Certificates) such reimbursement and payment of interest shall be deemed to have
been made: first, out of the Principal Distribution Amount, that, but for its
application to reimburse a Workout-Delayed Reimbursement Amount, would be
included in the Available Distribution Amount for any subsequent Distribution
Date, and second, out of other amounts that, but for their application to
reimburse a Workout-Delayed Reimbursement Amount, would be included in the
Available Distribution Amount for any subsequent Distribution Date.

            If and to the extent that any payment is deemed to be applied as
contemplated in the paragraph above to reimburse a Workout-Delayed Reimbursement
Amount, then the Principal Distribution Amount for such Distribution Date shall
be reduced, to not less than zero, by the amount of such reimbursement. If and
to the extent (i) such Workout-Delayed Reimbursement Amount is reimbursed out of
the Principal Distribution Amount as contemplated above and (ii) the particular
item for which such Workout-Delayed Reimbursement Amount was originally made is
subsequently collected out of payments or other collections in respect of the
related Mortgage Loan, then the Principal Distribution Amount for the
Distribution Date that corresponds to the Collection Period in which such item
was recovered shall be increased by an amount equal to the lesser of (A) the
amount of such item and (B) any previous reduction in the Principal Distribution
Amount for a prior Distribution Date as contemplated in the paragraph above
resulting from the reimbursement of the subject Workout-Delayed Reimbursement
Amount.

            (b) The Trustee may, from time to time, make withdrawals from the
REMIC I Distribution Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) to be deemed to transfer from the REMIC I Distribution Account
      to the REMIC II Distribution Account on or before the related Distribution
      Date the Available Distribution Amount as provided in Section 4.01(a)(ii)
      and Prepayment Premiums to be distributed in respect of the REMIC I
      Regular Interests, as contemplated by Section 4.01(c)(i);

            (ii) to pay the Trustee accrued and unpaid Trustee Fees pursuant to
      Section 8.05(a) and to reimburse the Trustee for any other amounts to
      which it is entitled to be reimbursed from the Distribution Account
      pursuant to this Agreement;

            (iii) to pay the Trustee or any of its respective directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person pursuant to Section 8.05(b);

            (iv) as contemplated by Section 11.01(h), to pay for the reasonable
      costs of the Opinions of Counsel sought by the Trustee as contemplated by
      Section 11.01(a) or 11.01(d) in connection with any amendment to this
      Agreement requested by the Trustee; provided such amendment is in
      furtherance of the rights and interests of Certificateholders;

            (v) to pay for the reasonable costs of the Opinions of Counsel
      sought by the Trustee as contemplated by Section 11.02(a);

            (vi) to (A) pay any and all federal, state and local taxes imposed
      on REMIC I or REMIC II or on the assets or transactions of either such
      REMIC, together with all incidental costs and expenses, and any and all
      reasonable expenses relating to tax audits, if and to the extent that
      either (1) none of the Trustee, the Master Servicer, the Special Servicer
      or the REMIC Administrator is liable therefor pursuant to Section 10.01(d)
      and/or Section 10.01(h) or (2) any such Person that may be so liable has
      failed to timely make the required payment, and (B) reimburse the REMIC
      Administrator for reasonable expenses incurred by and reimbursable to it
      by the Trust pursuant to Section 10.01(d) and/or Section 10.01(h); and

            (vii) to clear and terminate the REMIC I Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            Taxes imposed on REMIC I or REMIC II shall be allocated to the
related REMIC, and amounts withdrawn from the Distribution Account pursuant to
clauses (ii) through (v) above shall be allocated by the REMIC Administrator to
REMIC I in proportion to the Stated Principal Balances of its related Mortgage
Loans.

            (c) The Trustee shall be deemed to make withdrawals from the REMIC
II Distribution Account for any of the following purposes: (i) to make
distributions to Certificateholders (other than Holders of the Class R-II
Certificates) on each Distribution Date pursuant to Section 4.01(b), Section
4.01(c)(i) or Section 9.01, as applicable; and (ii) to clear and terminate the
REMIC II Distribution Account at the termination of this Agreement pursuant to
Section 9.01.

            (d) On each Distribution Date, the Trustee shall withdraw from the
Excess Liquidation Proceeds Account and deposit into the Distribution Account,
for distribution on such Distribution Date, an amount equal to the lesser of (i)
the entire amount, if any, then on deposit in the Excess Liquidation Proceeds
Account and (ii) the excess, if any, of the aggregate amount distributable on
such Distribution Date pursuant to Section 4.01(a) and Section 4.01(b), over the
Available Distribution Amount for such Distribution Date (calculated without
regard to such transfer from the Excess Liquidation Proceeds Account to the
Distribution Account); provided that on the Business Day prior to the Final
Distribution Date, the Trustee shall withdraw from the Excess Liquidation
Proceeds Account and deposit into the Distribution Account, for distribution on
such Distribution Date, any and all amounts then on deposit in the Excess
Liquidation Proceeds Account.

            (e) The Trustee, the Depositor, the Master Servicer and the Special
Servicer shall in all cases have a right prior to the Certificateholders to any
particular funds on deposit in the Certificate Account and the Distribution
Account from time to time for the reimbursement or payment of compensation,
Advances (with interest thereon at the Reimbursement Rate) and their respective
expenses hereunder, but only if and to the extent such compensation, Advances
(with interest) and expenses are to be reimbursed or paid from such particular
funds on deposit in the Certificate Account or the Distribution Account pursuant
to the express terms of this Agreement.

            Section 3.06 Investment of Funds in the Certificate Account, the
Servicing Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the REMIC I Distribution Account, the REMIC II
Distribution Account, the Excess Liquidation Proceeds Account, Interest Reserve
Account and the REO Account.

            (a) The Master Servicer may direct any depository institution
maintaining the Certificate Account, the Servicing Account and the Interest
Reserve Account, the Special Servicer may direct any depository institution
maintaining each REO Account, and the Trustee may direct any depository
institution maintaining the REMIC I Distribution Account, the REMIC II
Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account to invest, or if it is such depository institution,
may itself invest, the funds held therein (each such account, for purposes of
this Section 3.06, an "Investment Account") only in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the [___]th Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement. All such Permitted Investments shall be held
to maturity, unless payable on demand, in which case such investments may be
sold at any time. Any investment of funds in an Investment Account shall be made
in the name of the Trustee for the benefit of the Certificateholders. The Master
Servicer (with respect to Permitted Investments of amounts in the Certificate
Account, the Interest Reserve Account and the Servicing Account; the Special
Servicer (with respect to Permitted Investments of amounts in each REO Account)
on behalf of the Trustee for the benefit of the Certificateholders and the
Trustee (with respect to the Excess Liquidation Proceeds Account, the REMIC I
Distribution Account, the REMIC II Distribution Account and the Excess Interest
Distribution Account on behalf of the Certificateholders): shall (and the
Trustee hereby designates the Master Servicer, the Special Servicer or itself,
as applicable, as the Person that shall) (i) be the "entitlement holder" of any
Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is either a "certificated security"
or an "uncertificated security". For purposes of this Section 3.06(a), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the UCC, and "control" of any Permitted
Investment by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of, the Trustee for
purposes of Revised Article 8 (1994 Revision) of the UCC. If amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (in the case of the Certificate Account,
the Interest Reserve Account and the Servicing Account); the Special Servicer
(in the case of each REO Account) and the Trustee (in the case of the REMIC I
Distribution Account, the REMIC II Distribution Account, the Excess Interest
Distribution Account and the Excess Liquidation Proceeds 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 (1) all amounts then payable thereunder and (2) the amount required to
      be withdrawn on such date; and

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the Master Servicer, the Special Servicer or the Trustee,
      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) Whether or not the Master Servicer directs the investment of
funds in the Certificate Account, the Interest Reserve Account and the Servicing
Account, interest and investment income realized on funds deposited therein, to
the extent of the Net Investment Earnings, if any, for each such Investment
Account for each Collection Period, shall be for the sole and exclusive benefit
of the Master Servicer and shall be subject to its withdrawal in accordance with
Section 3.05(a) or Section 3.05(f), as applicable.

            (c) Whether or not the Special Servicer directs the investment of
funds in each REO Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). Whether or not the Trustee directs the
investment of funds in the REMIC I Distribution Account, the REMIC II
Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account, interest and investment income realized on funds
deposited therein, to the extent of Net Investment Earnings, if any, for each
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Trustee and shall be subject to withdrawal by the
Trustee. If any loss shall be incurred in respect of any Permitted Investment on
deposit in any Investment Account, the Master Servicer (in the case of the
Certificate Account, the Interest Reserve Account and the Servicing Account
(with respect to funds invested by the Master Servicer for its own account)),
the Special Servicer (in the case of each REO Account) and the Trustee (in the
case of the REMIC I Distribution Account, the REMIC II Distribution Account, the
Excess Interest Distribution Account and the Excess Liquidation Proceeds
Account) shall promptly deposit therein from its own funds, without right of
reimbursement, no later than the end of the Collection Period during which such
loss was incurred, the amount of the Net Investment Loss, if any, for such
Collection Period. The Trustee shall have no liability whatsoever with respect
to any such losses, except in respect to losses incurred in respect of any
Permitted Investment on deposit in the REMIC I Distribution Account, the REMIC
II Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account; and to the extent that it is the obligor on any
such Permitted Investment.

            (d) 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 and the Master Servicer or the Special Servicer, as applicable, has
not taken such action, the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to not less than 25% of the Voting
Rights allocated to any Class, shall take such action as may be appropriate to
enforce such payment or performance, including, without limitation, the
institution and prosecution of appropriate proceedings.

            (e) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount and the Master
Servicer Remittance Amount, the amounts so invested (but not any interest earned
thereon) shall be deemed to remain on deposit in such Investment Account.

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

            (a) In the case of each Mortgage Loan, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause each
Mortgagor to maintain, and, if the Mortgagor does not so maintain, the Master
Servicer will itself cause to be maintained, for each Mortgaged Property
(including each Mortgaged Property relating to any Specially Serviced Mortgage
Loan) all insurance coverage as is required, subject to applicable law, under
the related loan documents; provided that, if and to the extent that any such
loan documents permit the holder thereof any discretion (by way of consent,
approval or otherwise) as to the insurance coverage that the related Mortgagor
is required to maintain, the Master Servicer shall exercise such discretion in a
manner consistent with the Servicing Standard and, prior to the date such
existing insurance expires or is required to be renewed, the Master Servicer
may, to the extent consistent with the Servicing Standard, take into account
insurance in place at loan origination, with a view towards requiring insurance
comparable to that required under other Mortgage Loans with express provisions
governing such matters and including business interruption or rental loss
insurance for at least 12 months; provided, further, that the Master Servicer
shall be required to maintain such insurance coverage upon the related
Mortgagor's failure to do so only to the extent that such insurance is available
at commercially reasonable rates and the Trustee, on behalf of the Trust, as
mortgagee has an insurable interest. Subject to Section 3.17(b), the Special
Servicer shall also cause to be maintained for each REO Property no less
insurance coverage (to the extent available at commercially reasonable rates)
(A) than was previously required of the related Mortgagor under the related loan
documents and (B), at a minimum, (i) hazard insurance with a replacement cost
rider, (ii) business interruption or rental loss insurance for at least 12
months, and (iii) commercial general liability insurance, in each case, in an
amount customary for the type and geographic location of such REO Property and
consistent with the Servicing Standard; provided that all such insurance
required to be maintained by Master Servicer or Special Servicer shall be
obtained from Qualified Insurers that, in each case, shall have a financial
strength or claims-paying rating no lower than two rating categories below the
highest rated Certificates outstanding, and in any event no lower than "A2" from
Moody's and "A" from S&P (or in such other form and amount or issued by an
insurer with such other financial strength or claims-paying ability as would
not, as confirmed in writing by the relevant Rating Agency, result in an Adverse
Rating Event. All such insurance policies shall contain (if they insure against
loss to property) a "standard" mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of the Mortgage Loans), or shall name the Trustee) as the insured, with
loss payable to the Special Servicer on behalf of the Trustee (in the case of
insurance maintained in respect of REO Properties), and shall be issued by an
insurer authorized under applicable law to issue such insurance, and, unless
prohibited by the related Mortgage, may contain a deductible clause (not in
excess of a customary amount). Any amounts collected by the Master Servicer or
Special Servicer under any such 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 Mortgagor, in each case in accordance with
the Servicing Standard) shall be deposited into the Certificate Account, subject
to withdrawal pursuant to Section 3.05(a), or Section 3.05(f), as applicable, in
the case of amounts received in respect of a Mortgage Loan, or in the applicable
REO Account, subject to withdrawal pursuant to Section 3.16(c), in the case of
amounts received in respect of an REO Property. Any cost incurred by the Master
Servicer or Special Servicer in maintaining any such insurance shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit; provided, however, that this sentence shall not limit
the rights of the Master Servicer or Special Servicer on behalf of the Trust to
enforce any obligations of the related Mortgagor under such Mortgage Loan. Costs
to the Master Servicer or Special Servicer of maintaining insurance policies
pursuant to this Section 3.07 shall be paid by and reimbursable to the Master
Servicer or the Special Servicer, as the case may be, as a Servicing Advance.

            Notwithstanding the foregoing, if as of the Closing Date the loan
documents specifically and expressly set forth terms requiring insurance
coverage against terrorist or similar acts for a Mortgage Loan with a Stated
Principal Balance greater than $[_________], then the Master Servicer and the
Special Servicer shall enforce the terms of the related loan documents in
accordance with the Servicing Standard, and if the Mortgagor fails to maintain
such insurance, such failure shall constitute a Servicing Transfer Event. To the
extent the loan documents do not set forth specific terms requiring insurance
coverage against terrorist or similar acts and a Mortgage Loan (x) requires a
Mortgagor to maintain insurance policies covering some or all of the risks
contained in the Additional Exclusions or (y) in accordance with the Servicing
Standard, the Master Servicer (in consultation with the Special Servicer (in
consultation with the Directing Certificateholder)) has determined that the loan
documents permit the lender to require the Mortgagor to maintain insurance
policies covering some or all the risks contained in the Additional Exclusions
(the covered risks required to be covered or that the lender has the discretion
to require to be covered being referred to as "Covered Risks"), the Master
Servicer shall use reasonable efforts in accordance with the Servicing Standard
to determine whether, upon renewal of the Mortgagor's property or casualty
insurance (including any all risk insurance policy), any of the Covered Risks
are excluded from coverage. If any of the Covered Risks are determined by the
Master Servicer to be excluded from coverage, the Master Servicer shall request
the Mortgagor to either (i) purchase insurance acceptable to the Master Servicer
in accordance with the Servicing Standard and in accordance with the related
loan documents covering such Covered Risks or (ii) provide a written explanation
as to its reasons for failing to purchase such insurance. Notwithstanding the
foregoing, with the written consent of the Special Servicer in accordance with
the Servicing Standard the Master Servicer may waive the requirement to procure
insurance covering any of the Covered Risks if the Master Servicer determines in
accordance with the Servicing Standard that (1) insurance covering any such
Covered Risks is not available at a commercially reasonable price, or (2) based
on information reasonably available to the Master Servicer, after due inquiry,
any such Covered Risks are at that time not commonly insured against for
properties similar to the Mortgaged Property and located in or around the region
in which the Mortgaged Property is located unless the Stated Principal Balance
of the Mortgage Loan is greater than $[_________]. If the Stated Principal
Balance of the Mortgage Loan is greater than $[_________], then the Master
Servicer must determine that the circumstances in both clauses (1) and (2) of
the immediately preceding sentence apply prior to waiving the Mortgagor's
requirement to procure insurance with respect to any Covered Risks. If the
Special Servicer fails to give a response to the Master Servicer as referenced
in the second preceding sentence within [___] Business Days of the Master
Servicer initially notifying the Special Servicer in writing of such request,
the Master Servicer shall promptly notify the Directing Certificateholder of
such failure of the Special Servicer to respond to such request. If the
Directing Certificateholder and/or the Special Servicer have not responded to
the Master Servicer within [___] Business Days of the notice referenced in the
immediately preceding sentence, the Master Servicer shall determine in
accordance with the Servicing Standard whether to require (or not require) the
Mortgagor to maintain such insurance; provided that during the period that the
Special Servicer and/or the Directing Certificateholder are evaluating such
insurance, none of the Master Servicer, the Special Servicer and/or the
Directing Certificateholder shall be liable for any loss related to its failure
to require a Mortgagor to maintain terrorism insurance and shall not be in
default of its obligations hereunder as a result of such failure. If the Master
Servicer requires the Mortgagor to maintain such insurance and the Mortgagor
fails to maintain such insurance, to the extent such insurance is then
reasonably available, the Master Servicer shall then procure such insurance in
accordance with the Servicing Standard and such failure by the Mortgagor shall
constitute a Servicing Transfer Event. For purposes of computing whether the
$[_________] threshold described herein is met for a particular Mortgage Loan,
if a Mortgage Loan is secured by multiple Mortgaged Properties, then the amount
subject to the $[_________] threshold shall be the portion of the Stated
Principal Balance of the related Mortgage Loan pro rated based on an individual
Mortgaged Property's appraised value as a percentage of the total appraised
value of all of the related Mortgaged Properties.

            (b) If the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or master
force placed policy insuring against hazard losses on all of the Mortgage Loans
or REO Properties, as applicable, that it is required to service and administer
hereunder, then, to the extent such policy (i) is obtained from a Qualified
Insurer having a financial strength or claims-paying rating no lower than "A3"
from Moody's and "A" from S&P or having such other financial strength or
claims-paying ability rating as would not, as confirmed in writing by the
relevant Rating Agency, result in an Adverse Rating Event and (ii) provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or Special Servicer, as the case may be, shall conclusively be deemed
to have satisfied its obligation to cause hazard insurance to be maintained on
the related Mortgaged Properties or REO Properties, as applicable. Such policy
may contain a deductible clause (not in excess of a customary amount), in which
case the Master Servicer or the Special Servicer, as appropriate, shall, if
there shall not have been maintained on the related Mortgaged Property or REO
Property a hazard insurance policy complying with the requirements of Section
3.07(a), and there shall have been one or more losses that would have been
covered by such an individual policy, promptly deposit into the Certificate
Account from its own funds the amount not otherwise payable under the blanket or
master force placed policy in connection with such loss or losses because of
such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan (or, in the
absence of any such deductible limitation, the deductible limitation for an
individual policy that is consistent with the Servicing Standard). The Master
Servicer or the Special Servicer, as appropriate, shall prepare and present, on
behalf of itself, the Trustee and the Certificateholders, claims under any such
blanket or master forced placed policy in a timely fashion in accordance with
the terms of such policy.

            (c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially
Serviced Mortgage Loans or REO Properties for which it is responsible exist as
part of the Trust Fund) keep in force with a Qualified Insurer having a
financial strength or claims-paying rating no lower than two rating categories
below the highest rated Certificates outstanding, and in any event no lower than
"A2" from Moody's (or, if not rated by Moody's, "A-IX" by A.M. Best) and "A"
from S&P, a fidelity bond in such form and amount as would permit it to be a
qualified Fannie Mae seller-servicer of multifamily mortgage loans (or in such
other form and amount or issued by an insurer with such other financial strength
or claims-paying ability rating as would not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee by the relevant Rating Agency)). Each of the Master Servicer and the
Special Servicer shall be deemed to have complied with the foregoing provision
if an Affiliate thereof has such fidelity bond coverage and, by the terms of
such fidelity bond, the coverage afforded thereunder extends to the Master
Servicer or the Special Servicer, as the case may be. Such fidelity bond shall
provide that it may not be canceled without [ten] days' prior written notice to
the Trustee.

            Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially
Serviced Mortgage Loans and/or REO Properties for which it is responsible exist
as part of the Trust Fund) also keep in force with a Qualified Insurer having a
financial strength or claims-paying rating no lower than two rating categories
below the highest rated Certificates outstanding, and in any event no lower than
"A2" from Moody's (or, if not rated by Moody's, "A-IX" by A.M. Best) and "A"
from S&P, a policy or policies of insurance covering loss occasioned by the
errors and omissions of its officers and employees in connection with its
servicing obligations hereunder, which policy or policies shall be in such form
and amount as would permit it to be a qualified Fannie Mae seller-servicer of
multifamily mortgage loans (or in such other form and amount or issued by an
insurer with such other financial strength or claims-paying rating as would not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee by the relevant Rating
Agency)). Each of the Master Servicer and the Special Servicer shall be deemed
to have complied with the foregoing provisions if an Affiliate thereof has such
insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be. Any such errors and omissions policy shall provide that it may not be
canceled without [ten] days' prior written notice to the Trustee. So long as the
long-term unsecured debt obligations of the Master Servicer or the Special
Servicer (or its direct or indirect parent company), as applicable, are rated
not lower than "A2" from Moody's and "A" from S&P, the Master Servicer or
Special Servicer, as applicable, may self-insure with respect to either or both
of the fidelity bond coverage and the errors and omissions coverage required as
described above, in which case it shall not be required to maintain an insurance
policy with respect to such coverage.

            Section 3.08 Enforcement of Alienation Clauses.

            (a) As to each Mortgage Loan that contains a provision in the nature
of a (i) "due-on-sale" clause that by its terms (1) provides that such Mortgage
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 of a
controlling interest in the related Mortgagor; or (2) provides that such
Mortgage Loan may not be assumed without the consent of the mortgagee in
connection with any such sale or other transfer, for so long as such Mortgage
Loan is included in the Trust Fund, or (ii) as to each Mortgage Loan that
contains a provision in the nature of a "due-on-encumbrance" clause that by its
terms: (1) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the creation of any additional lien or other
encumbrance on the related Mortgaged Property; or (2) requires the consent of
the mortgagee to the creation of any such additional lien or other encumbrance
on the related Mortgaged Property, each of the Master Servicer and the Special
Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those
Mortgage Loans it is obligated to service hereunder, exercise (or waive its
right to exercise) any right it may have with respect to such Mortgage Loan (x)
to accelerate the payments thereon, or (y) to withhold its consent to any such
sale or other transfer, in a manner consistent with the Servicing Standard.

            Notwithstanding anything to the contrary contained herein, neither
the Master Servicer nor the Special Servicer shall waive any right it has, or
grant any consent it is otherwise entitled to withhold, under any related
"due-on-sale" or "due-on-encumbrance" clause, unless both the Master Servicer
and the Special Servicer shall have followed the procedures set forth for those
Mortgage Loans in the manner set forth in the immediately below clauses (i)
through (vii):

            (i) The Master Servicer shall not waive any right it has, or grant
      any consent that it may otherwise withhold under any related "due-on-sale"
      or "due-on-encumbrance" clause without first obtaining the consent of the
      Special Servicer. The Special Servicer's consent shall be deemed given if
      the Master Servicer shall have provided the Special Servicer written
      notice of the matter together with all of the information set forth in the
      last sentence of the first paragraph of clause (ii) below and the Special
      Servicer shall not have responded in writing, via fax or e-mail within
      [ten] Business Days of such request (subject to any extensions of
      applicable time periods required if the Special Servicer is required by
      this Agreement to seek the consent of other third parties).

            (ii) The Special Servicer shall not waive any right it has, or grant
      any consent that it may otherwise withhold under any related "due-on-sale"
      or "due-on-encumbrance" clause without obtaining the consent of the
      Directing Certificateholder for any Mortgage Loan. Consent by the
      Directing Certificateholder shall be deemed given if the Special Servicer
      shall have provided the Directing Certificateholder written notice of the
      matter together with all of the information set forth in the immediately
      succeeding sentence and the Directing Certificateholder shall not have
      responded in writing, via fax or e-mail within [ten] Business Days of such
      request. In connection with the request set forth above, the Special
      Servicer shall provide to the Directing Certificateholder written notice
      of the matter, a written explanation of the surrounding circumstances,
      such additional information as the Directing Certificateholder shall
      reasonably request and a request for approval by the Directing
      Certificateholder.

            (iii) Notwithstanding anything to the contrary contained herein, if
      the Special Servicer, in accordance with the Servicing Standard, (a)
      notifies the Master Servicer of its determination with respect to any
      Mortgage Loan (which by its terms permits transfer, assumption or further
      encumbrance without mortgagee consent provided certain conditions are
      satisfied) that the conditions required under the related loan documents
      have not been satisfied or (b) the Special Servicer objects in writing to
      the Master Servicer's determination that such conditions have been
      satisfied, then the Master Servicer shall not permit transfer, assumption
      or further encumbrance of such Mortgage Loan.

            (iv) Notwithstanding the foregoing, solely with respect to the
      consent or waiver of any "due-on-sale" clause as described in Section
      3.08(a), if any Mortgage Loan:

                  (1) represents greater than [___]% of the then outstanding
            principal balance of the Mortgage Pool or has an outstanding
            principal balance of greater than $[_________];

                  (2) has an outstanding principal balance of greater than
            $[_________]; or

                  (3) is one of the [___] largest Mortgage Loans in the Trust
            Fund based on outstanding principal balance or has an outstanding
            principal balance of greater than $[_________],

then neither the Master Servicer nor Special Servicer shall waive any right it
has, or grant any consent it is otherwise entitled to withhold, under any
related "due-on-sale" clause until it has received written confirmation from
each Rating Agency that such action would not result in the qualification (if
applicable), downgrade or withdrawal of the rating then assigned by such Rating
Agency to any Class of Certificates.

            (v) In the event that the Master Servicer or Special Servicer
      intends or is required, in accordance with the preceding clauses, by the
      loan documents or applicable law, to permit the transfer of any Mortgaged
      Property, the Master Servicer or the Special Servicer, as the case may be,
      may, if consistent with the Servicing Standard, enter into a substitution
      of liability agreement, pursuant to which the original Mortgagor and any
      original guarantors are released from liability, and the transferee and
      any new guarantors are substituted therefor and become liable under the
      Mortgage Note and any related guaranties and, in connection therewith, may
      require from the related Mortgagor a reasonable and customary fee for the
      additional services performed by it, together with reimbursement for any
      related costs and expenses incurred by it. In addition, the Master
      Servicer or the Special Servicer, as the case may be, if consistent with
      the Servicing Standard, shall require as a condition of its approval that
      the related Mortgagor pay all costs associated with such transfer. The
      Master Servicer or the Special Servicer, as the case may be, shall
      promptly notify the Trustee in writing of any such agreement and forward
      the original thereof to the Trustee for inclusion in the related Mortgage
      File.

            (b) In connection with any permitted assumption of any Mortgage Loan
or waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the
Master Servicer (in the case of a Performing Loan) or the Special Servicer (in
the case of a Specially Serviced Mortgage Loan) shall prepare all documents
necessary and appropriate for such purposes and shall coordinate with the
related Mortgagor for the due execution and delivery of such documents.

            (c) If the Master Servicer or the Special Servicer collects an
assumption fee or an assumption application fee in connection with any transfer
or proposed transfer of any interest in a Mortgagor or a Mortgaged Property,
then the Master Servicer or the Special Servicer, as applicable, will apply that
fee to cover the costs and expenses associated with that transfer or proposed
transfer that are not otherwise paid by the related Mortgagor and that would
otherwise be payable or reimbursable out of the Trust Fund, including any Rating
Agency fees and expenses. Any remaining portion of such assumption fee (such
remaining portion, a "Net Assumption Fee") or of such assumption application fee
(such remaining portion, a "Net Assumption Application Fee") will be applied as
additional compensation to the Master Servicer or the Special Servicer in
accordance with Section 3.11.

            Section 3.09 Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), and 3.09(d), exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of
properties and other collateral securing such of the Mortgage Loan as come into
and continue in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments, including pursuant to Section 3.20;
provided that neither the Master Servicer nor the Special Servicer shall, with
respect to any ARD Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Excess Interest (other than
the making of requests for its collection) unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, and without regard to such Excess Interest, also necessary,
appropriate and consistent with the Servicing Standard, or (ii) all other
amounts due under such Mortgage Loan have been paid, the payment of such Excess
Interest has not been forgiven in accordance with Section 3.20 and, in the good
faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds
expected to be recovered in connection with such enforcement action will cover
the anticipated costs of such enforcement action and, if applicable, any
associated Advance Interest. In connection with the foregoing, in the event of a
default under any Mortgage Loan that is secured by real properties located in
multiple states, and such states include California or another state with a
statute, rule or regulation comparable to California's "one action rule", then
the Special Servicer shall consult Independent counsel regarding the order and
manner in which the Special Servicer should foreclose upon or comparably proceed
against such properties. The reasonable costs of such consultation shall be paid
by, and reimbursable to, the Master Servicer as a Servicing Advance. In
addition, all other costs and expenses incurred in any foreclosure sale or
similar proceeding shall be paid by, and reimbursable to, the Special Servicer
as a Servicing Advance. Nothing contained in this Section 3.09 shall be
construed so as to require the Special Servicer, on behalf of the Trust, 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 such
Special Servicer taking into account the factors described in Section 3.18 and
the results of any Appraisal obtained pursuant to the following sentence or
otherwise, all such cash bids to be made in a manner consistent with the
Servicing Standard. If and when the Special Servicer deems it necessary in
accordance with the Servicing Standard for purposes of establishing the fair
market value of any Mortgaged Property securing a Defaulted Mortgage Loan,
whether for purposes of bidding at foreclosure or otherwise, the Special
Servicer is authorized to have an Appraisal completed with respect to such
property (the cost of which appraisal shall be covered by, and be reimbursable
as, a Servicing Advance).

            (b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Trust under such circumstances, in such manner or pursuant to such terms as
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (unless the
portion of such REO Property that is not treated as "foreclosure property" and
that is held by REMIC I at any given time constitutes not more than a de minimis
amount of the assets of REMIC I, as the case may be, within the meaning of
Treasury Regulations Sections 1.860D-1(b)(3)(i) and (ii)), or (ii) except as
permitted by Section 3.17(a), subject the Trust to the imposition of any federal
income or prohibited transaction taxes under the Code. Subject to the foregoing,
however, a Mortgaged Property may be acquired through a single member limited
liability company. In addition, except as permitted under Section 3.17, the
Special Servicer shall not acquire any personal property on behalf of the Trust
pursuant to this Section 3.09 (with the exception of cash or cash equivalents
pledged as collateral for a Mortgage Loan) 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 covered by, and reimbursable as, a Servicing
      Advance) to the effect that the holding of such personal property as part
      of the Trust Fund will not cause any of REMIC I or REMIC II to fail to
      qualify as a REMIC at any time that any Certificate is outstanding or,
      subject to Section 3.17, cause the imposition of a tax on the Trust under
      the REMIC Provisions.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trust, obtain title to a Mortgaged Property by foreclosure, deed-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 could, in the reasonable, good faith judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, 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:

            (i) the Special Servicer has previously determined in accordance
      with the Servicing Standard, based on a Phase I Environmental Assessment
      (and any additional environmental testing that the Special Servicer deems
      necessary and prudent) of such Mortgaged Property conducted by an
      Independent Person who regularly conducts Phase I Environmental
      Assessments and performed during the 12-month period preceding any such
      acquisition of title or other action, that the Mortgaged Property is in
      compliance with applicable environmental laws and regulations and 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

            (ii) in the event that the determination described in clause (c)(i)
      above cannot be made, the Special Servicer has previously determined in
      accordance with the Servicing Standard, on the same basis as described in
      clause (c)(i) above, that it would maximize the recovery to the
      Certificateholders on a net present value basis (the relevant discounting
      of anticipated collections that will be distributable to
      Certificateholders to be performed at the related Net Mortgage Rate) to
      acquire title to or possession of the Mortgaged Property and to take such
      remedial, corrective and/or other further actions as are necessary to
      bring the Mortgaged Property into compliance with applicable environmental
      laws and regulations and to appropriately address any of the circumstances
      and conditions referred to in clause (c)(i) above.

            Any such determination by the Special Servicer contemplated by
clause (i) or clause (ii) of the preceding paragraph shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee, the Master
Servicer, the Directing Certificateholder, specifying all of the bases for such
determination, such Officer's Certificate to be accompanied by all related
environmental reports. The cost of such Phase I Environmental Assessment and any
such additional environmental testing shall be advanced by the Master Servicer
at the direction of the Special Servicer given in accordance with the Servicing
Standard; provided, however, that the Master Servicer shall not be obligated in
connection therewith to advance any funds that, if so advanced, would constitute
a Nonrecoverable Servicing Advance. Amounts so advanced shall be subject to
reimbursement as Servicing Advances in accordance with Section 3.05(a). The cost
of any remedial, corrective or other further action contemplated by clause (ii)
of the preceding paragraph shall be payable out of the Certificate Account
pursuant to Section 3.05. With respect to Mortgage Loans that are not Specially
Serviced Mortgage Loans, the Master Servicer, and with respect to Specially
Serviced Mortgage Loans, the 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 must be taken (including delivering any
notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect
and obtained on behalf of the mortgagee to receive the maximum proceeds
available under such policy for the benefit for the Certificateholders and the
Trustee (as holder of the REMIC I Regular Interests).

            (d) If neither of the conditions set forth in clauses (i) and (ii)
of the first paragraph of Section 3.09(c) has been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trust, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage.

            (e) The Special Servicer shall report to the Trustee, the Master
Servicer and the Directing Certificateholder monthly in writing as to any
actions taken by the Special Servicer with respect to any Mortgaged Property as
to which neither of the conditions set forth in clauses (i) and (ii) of the
first paragraph of Section 3.09(c) has been satisfied, in each case until the
earliest to occur of satisfaction of either of such conditions, release of the
lien of the related Mortgage on such Mortgaged Property and the related Mortgage
Loan's becoming a Corrected Mortgage Loan.

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the subject Mortgage Loan permit such an action and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable.

            (g) Annually in each January, commencing in January [____], the
Master Servicer (with information provided by the Special Servicer) shall file
with the IRS, on a timely basis, the information returns with respect to the
reports of foreclosures and abandonments and reports relating to any
cancellation of indebtedness income with respect to any Specially Serviced
Mortgage Loans and REO Properties required by Sections 6050H (as applicable),
6050J and 6050P of the Code. Contemporaneously, the Master Servicer shall
deliver to the Trustee an Officer's Certificate stating that all such
information returns relating to Specially Serviced Mortgage Loans and REO
Properties that were required to be filed during the prior 12 months have been
properly completed and timely provided to the IRS. The Master Servicer shall
prepare and file the information returns with respect to the receipt of any
mortgage interest received in a trade or business from individuals with respect
to any Mortgage Loan as required by Section 6050H of the Code. All information
returns shall be in form and substance sufficient to meet the reporting
requirements imposed by the relevant sections of the Code.

            (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Mortgage Loan or REO Property, it shall
promptly notify the Trustee, the Master Servicer and the Directing
Certificateholder. The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each such Final Recovery Determination (if
any) and the basis thereof. Each such Final Recovery Determination (if any)
shall be evidenced by an Officer's Certificate delivered to the Trustee and the
Master Servicer no later than the third Business Day following such Final
Recovery Determination.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall immediately
notify the Trustee and request delivery of the related Mortgage File by
delivering thereto a Request for Release in the form of Exhibit D that shall be
accompanied by the form of any release or discharge to be executed by the
Trustee. Any such Request for Release shall include a statement to the effect
that all amounts received or to be received in connection with such payment that
are required to be deposited into the Certificate Account pursuant to Section
3.04(a) have been or will be so deposited. Upon receipt of such notice and
request conforming in all material respects to the provisions hereof, the
Trustee shall promptly release, or cause any related Custodian to release, the
related Mortgage File to the Master Servicer or Special Servicer, as applicable.
If the Mortgage has been recorded in the name of MERS or its designee, the
Master Servicer shall take all necessary action to reflect the release of the
Mortgage on the records of MERS. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Master Servicer or the Special Servicer and receipt therefrom of
a Request for Release in the form of Exhibit D attached hereto signed by a
Servicing Officer thereof, the Trustee shall release, or cause any related
Custodian to release, such Mortgage File (or portion thereof) to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File (or portion thereof) to the Trustee or the related Custodian, or
the delivery to the Trustee of a certificate of a Servicing Officer of the
Special Servicer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Certificate Account pursuant to Section
3.04(a) have been or will be so deposited, or that such Mortgage Loan has become
an REO Property, the Request for Release shall be released by the Trustee to the
Master Servicer or the Special Servicer, as applicable.

            (c) Within [five] Business Days of the Special Servicer's request
therefor (or, if the Special Servicer notifies the Trustee of an exigency,
within such shorter period as is reasonable under the circumstances), the
Trustee shall execute and deliver to the Special Servicer, in the form supplied
to the Trustee, as applicable, by the Special Servicer, any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity or to defend any legal action or counterclaim filed against the
Trust, the Master Servicer or the Special Servicer; provided that the Trustee
may alternatively execute and deliver to the Special Servicer, in the form
supplied to the Trustee by the Special Servicer, a limited power of attorney,
subject to the provisions of Section 3.01(c), issued in favor of the Special
Servicer and empowering the Special Servicer to execute and deliver any or all
of such pleadings or documents on behalf of the Trustee (however, the Trustee
shall not be liable for any misuse of such power of attorney by such Special
Servicer). Together with such pleadings or documents (or such power of attorney
empowering the Special Servicer to execute the same on behalf of the Trustee),
the Special Servicer shall deliver to the Trustee an Officer's Certificate
requesting that such pleadings or documents (or such power of attorney
empowering the Special Servicer to execute the same on behalf of the Trustee) be
executed by the Trustee and certifying as to the reason such pleadings or
documents are required and that the execution and delivery thereof by the
Trustee (or by the Special Servicer on behalf of 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; Interest on Servicing Advances;
Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up
Servicing Advances.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and each
related REO Loan. As to each such Mortgage Loan and REO Loan, for each calendar
month (commencing with [____________]) or any applicable portion thereof, the
Master Servicing Fee shall accrue at the related Master Servicing Fee Rate on
the same principal amount, and without giving effect to any Excess Interest that
may accrue on any ARD Loan after its Anticipated Repayment Date, as interest
accrues from time to time during such calendar month (or portion thereof) on
such Mortgage Loan or is deemed to accrue from time to time during such calendar
month (or portion thereof) on such REO Loan, as the case may be, and shall be
calculated on the same Interest Accrual Basis as is applicable for such Mortgage
Loan or REO Loan, as the case may be. The Master Servicing Fee with respect to
any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. Master Servicing Fees earned with respect to any such
Mortgage Loan or REO Loan shall be payable monthly from payments of interest on
such Mortgage Loan or REO Revenues allocable as interest on such REO Loan, as
the case may be. The Master Servicer shall be entitled to recover unpaid Master
Servicing Fees in respect of any Mortgage Loan or REO Loan out of the portion of
any related Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
allocable as interest on such Mortgage Loan or REO Loan, as the case may be.

            The right to receive the Master Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Master
Servicer's responsibilities and obligations under this Agreement and except as
otherwise expressly provided in the following paragraph.

            (b) The Master Servicer shall be entitled to receive the following
items as additional servicing compensation (the following items, collectively,
"Additional Master Servicing Compensation"):

            (i) any and all Net Default Charges, Net Assumption Application
      Fees, Net Modification Application Fees and earnout fees accrued with
      respect to a Performing Mortgage Loan and actually paid by the related
      Borrower;

            (ii) [___]% of any and all Net Assumption Fees actually paid by a
      Mortgagor with respect to a Performing Mortgage Loan;

            (iii) [___]% of any and all Net Modification Fees, extension fees,
      consent fees and waiver fees actually paid by a Mortgagor with respect to
      a Performing Mortgage Loan;

            (iv) any and all charges for beneficiary statements or demands,
      amounts collected for checks returned for insufficient funds and other
      Mortgage Loan processing fees actually paid by a Mortgagor with respect to
      a Performing Mortgage Loan and, in the case of checks returned for
      insufficient funds, with respect to a Specially Serviced Mortgage Loan;

            (v) any and all Prepayment Interest Excess (to the extent not
      required to be used to offset any net Prepayment Interest Shortfalls in
      accordance with Section 3.19(e)) collected on the Mortgage Mortgage Loans;

            (vi) interest or other income earned on deposits in the Investment
      Accounts maintained by the Master Servicer, in accordance with Section
      3.06(b) (but only to the extent of the Net Investment Earnings, if any,
      with respect to any such Investment Account for each Collection Period
      and, further, in the case of a Servicing Account or Reserve Account, only
      to the extent such interest or other income is not required to be paid to
      any Mortgagor under applicable law or under the related Mortgage); and

            (vii) [___]% of any and all substitution fees (net of any costs
      incurred in connection with any substitution) collected on a Performing
      Loan.

            Notwithstanding the foregoing with respect to any sharing of fees
referenced in this Section 3.11(b), the Master Servicer shall be entitled to all
such fees if with respect to the activity related to any such fee the Master
Servicer is not required to seek the consent and/or approval of the Special
Servicer pursuant to this Agreement.

            To the extent that any of the amounts described in the preceding
paragraph are collected by the Special Servicer, the Special Servicer shall
promptly pay such amounts to the Master Servicer.

            (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive monthly the Special Servicing Fee with
respect to each Mortgage Loan that is a Specially Serviced Mortgage Loan and
each REO Loan for which it is responsible. As to each Mortgage Loan that is a
Specially Serviced Mortgage Loan and each REO Loan, for any particular calendar
month or applicable portion thereof, the Special Servicing Fee shall accrue at
the Special Servicing Fee Rate on the same principal amount as interest accrues
from time to time during such calendar month (or portion thereof) on such
Specially Serviced Mortgage Loan or is deemed to accrue from time to time during
such calendar month (or portion thereof) on such REO Loan, as the case may be,
and shall be calculated on the same Interest Accrual Basis as is applicable for
such Specially Serviced Mortgage Loan or REO Loan, as the case may be. The
Special Servicing Fee with respect to such a Specially Serviced Mortgage Loan or
REO Loan shall cease to accrue as of the date a Liquidation Event occurs in
respect thereof or, in the case of a Specially Serviced Mortgage Loan, as of the
date it becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing
Fees with respect to Specially Serviced Mortgage Loans and REO Loans shall be
payable monthly out of general collections on the Mortgage Loans and any REO
Properties on deposit in the Certificate Account pursuant to Section 3.05(a).

            As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee
shall be payable out of, and shall be calculated by application of the Workout
Fee Rate to, each payment of interest (other than Default Interest and Excess
Interest) and principal received from the related Mortgagor on such Mortgage
Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any such Corrected Mortgage Loan will cease to be payable if a new
Servicing Transfer Event occurs with respect thereto or if the related Mortgaged
Property becomes an REO Property; provided that a new Workout Fee would become
payable if and when the subject Loan again became a Corrected Mortgage Loan. If
the Special Servicer is terminated, including pursuant to Section 3.23, or
resigns in accordance with Section 6.04, it shall retain the right to receive
any and all Workout Fees payable in respect of (i) any Mortgage Loans serviced
by it that became Corrected Mortgage Loans during the period that it acted as
Special Servicer and that were still Corrected Mortgage Loans at the time of
such termination or resignation and (ii) any Specially Serviced Mortgage Loans
for which such Special Servicer has resolved the circumstances and/or conditions
causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan, but
that had not as of the time the Special Servicer was terminated become a
Corrected Mortgage Loan solely because the related Mortgagor had not made three
consecutive timely Monthly Payments and that subsequently becomes a Corrected
Mortgage Loan as a result of the related Mortgagor making such three consecutive
timely monthly payments (and the successor to the 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 preceding
sentence; provided that, in the case of any Specially Serviced Mortgage Loan
described in clause (ii) of this sentence, the terminated Special Servicer shall
immediately deliver the related Servicing File to the Master Servicer, and the
Master Servicer shall (without further compensation) monitor that all conditions
precedent to such Mortgage Loan's becoming a Corrected Mortgage Loan are
satisfied and, further, shall immediately transfer such Servicing File to the
new Special Servicer if and when it becomes apparent to the Master Servicer that
such conditions precedent will not be satisfied. Notwithstanding the foregoing,
the Special Servicer will not be entitled to any Workout Fees in the event that
the Special Servicer is terminated for cause.

            As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Mortgage Loan or REO Loan as to which it receives any
full, partial or discounted payoff from the related Mortgagor or any Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds. Notwithstanding the
foregoing and for the avoidance of doubt, no Liquidation Fee shall be payable in
connection with (a) the purchase of a Defaulted Mortgage Loan by the Majority
Certificateholder of the Controlling Class or the related Mezzanine Loan Holder
(if the related Defaulted Mortgage Loan has a related Mezzanine Loan) pursuant
to the applicable Intercreditor Agreement or Mezzanine Intercreditor Agreement,
if any such purchase occurs or purchase right is exercised not later than [___]
days from the date that such purchase option is exercisable, or the purchase of
a Defaulted Mortgage Loan pursuant to Section 3.18(c) within [___] days of the
date that the Special Servicer has initially determined the fair value of the
related Mortgage Loan (b) the purchase option of the Majority Certificateholder
of the Controlling Class, the Master Servicer or the Special Servicer pursuant
to Section 9.01 or (c) the repurchase or replacement of a Mortgage Loan by the
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase and Sale Agreement
if such repurchase occurs not later than [___] days after the Mortgage Loan
Seller has been notified of its obligation to so repurchase. As to each such
Specially Serviced Mortgage Loan or REO Loan, the Liquidation Fee shall be
payable out of, and shall be calculated by application of the Liquidation Fee
Rate to, any such full, partial or discounted payoff, Condemnation Proceeds
and/or Liquidation Proceeds received or collected in respect thereof (other than
any portion of such payment or proceeds that represents Default Charges, Excess
Interest or a Prepayment Premium). The Liquidation Fee with respect to any such
Specially Serviced Mortgage Loan will not be payable if such Mortgage Loan
becomes a Corrected Mortgage Loan.

            The Special Servicer's right to receive any Special Servicing Fee,
Workout Fee and/or Liquidation Fee to which it is entitled 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 and
except as otherwise expressly provided herein.

            (d) The Special Servicer shall be entitled to receive the following
items as additional special servicing compensation (the following items,
collectively, the "Additional Special Servicing Compensation"):

            (i) any and all Net Default Charges collected with respect to a
      Specially Serviced Mortgage Loan or REO Loan;

            (ii) any and all Net Assumption Fees, Net Assumption Application
      Fees, Net Modification Fees, Net Modification Application Fees,
      substitution fees, extension fees, consent fees, waiver fees, earnout
      fees, late payment charges and charges for beneficiary statements or
      demands that accrue on or with respect to a Specially Serviced Mortgage
      Loan or REO Loan and are actually paid by the related Borrower;

            (iii) [___]% of any and all Net Assumption Fees, modification fees,
      extension fees, consent fees and waiver fees that are actually received on
      or with respect to a Performing Loan;

            (iv) interest or other income earned on deposits in the Special
      Servicer's applicable REO Account in accordance with Section 3.06(b) but
      only to the extent of the Net Investment Earnings, if any, with respect to
      such REO Account for each Collection Period); and

            (v) [___]% of any and all substitution fees (net of any costs
      incurred in connection with any substitution) collected on a Performing
      Loan.

            Notwithstanding the foregoing with respect to the fees referenced in
the immediately preceding clauses (iii) and (v), the Special Servicer shall not
be entitled to such fees unless the Master Servicer was required to seek the
approval or consent of the Special Servicer pursuant to this Agreement with
respect to any consent, extension, modification or waiver related to any such
fee.

            To the extent that any of the amounts described in the preceding
paragraph are collected by the Master Servicer with respect to a Specially
Serviced Mortgage Loan, the Master Servicer shall promptly pay such amounts to
the Special Servicer and shall not be required to deposit such amounts in the
Certificate Account.

            (e) The Master Servicer and the Special Servicer shall each be
required (subject to Section 3.11(h) below) to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of any amounts due and owing to any Sub-Servicers retained by
it (including any termination fees) and the premiums for any blanket policy or
the standby fee or similar premium, if any, for any master force placed policy
obtained by it insuring against hazard losses pursuant to Section 3.07(b)), if
and to the extent such expenses are not payable directly out of the Certificate
Account, the Reserve Accounts or an REO Account, and neither the Master Servicer
nor the Special Servicer shall be entitled to reimbursement for any such expense
incurred by it except as expressly provided in this Agreement. If the Master
Servicer is required to make any Servicing Advance hereunder at the direction of
the Special Servicer in accordance with Section 3.03(c), Section 3.19 or
otherwise, the Special Servicer shall promptly provide the Master Servicer with
such documentation regarding the subject Servicing Advance as the Master
Servicer may reasonably request.

            (f) If the Master Servicer is required under this Agreement to make
a Servicing Advance, but does not do so within ten days after such Advance is
required to be made, the Trustee shall, if it has actual knowledge of such
failure on the part of the Master Servicer give notice of such failure to the
defaulting party. If such Advance is not made by the Master Servicer within
[___] Business Days after such notice, then (subject to Section 3.11(h) below)
the Trustee shall make such Advance. Any failure by the Master Servicer to make
a Servicing Advance it is required to make hereunder shall constitute an Event
of Default by the Master Servicer, subject to and as provided in Section
7.01(a).

            (g) The Master Servicer, the Special Servicer and the Trustee shall
each be entitled to receive interest at the Reimbursement Rate in effect from
time to time, accrued on the amount of each Advance made thereby (with its own
funds), for so long as such Advance is outstanding. Such interest with respect
to any Advances shall be payable: (i) first, in accordance with Sections 3.05
and 3.27, out of any Default Charges subsequently collected on or in respect of
the Mortgage Pool; and (ii) then, after such Advance is reimbursed, but only if
and to the extent that such Default Charges are insufficient to cover such
Advance Interest, out of general collections on the Mortgage Loans and REO
Properties on deposit in the Certificate Account. The Master Servicer shall
reimburse itself, the Special Servicer or the Trustee, as appropriate, for any
Advance made by any such Person as soon as practicable after funds available for
such purpose are deposited into the Certificate Account. Notwithstanding
anything herein to the contrary, no interest shall be payable with respect to
any P&I Advance of a payment due on a Mortgage Loan during the applicable grace
period and interest shall cease to accrue on any Workout-Delayed Reimbursement
Amount to the extent such amount has been reimbursed from principal collections
in accordance with Section 3.05.

            (h) Notwithstanding anything to the contrary set forth herein, none
of the Master Servicer, the Special Servicer or the Trustee shall be required to
make any Servicing Advance that it determines in its reasonable, good faith
judgment would constitute a Nonrecoverable Servicing Advance. The determination
by any Person with an obligation hereunder to make Servicing Advances (or a
determination by the Special Servicer with respect to such Person) that it has
made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, shall be made by
such Person in its reasonable, good faith judgment and shall be evidenced by an
Officer's Certificate delivered promptly to the Depositor, and the Trustee
(unless it is the Person making such determination), which shall provide a copy
thereof to the Directing Certificateholder, setting forth the basis for such
determination, accompanied by a copy of an Appraisal of the related Mortgaged
Property or REO Property performed within the 12 months preceding such
determination, and further accompanied by any other information, including
engineers' reports, environmental surveys or similar reports, that such Person
may have obtained and that support such determination. Notwithstanding the
foregoing, the Trustee shall be entitled to conclusively rely on any
determination of nonrecoverability that may have been made by the Master
Servicer and shall conclusively rely on any determination of nonrecoverability
made by the Special Servicer with respect to a particular Servicing Advance, and
the Master Servicer shall conclusively rely on any determination of
nonrecoverability that may have been made by the Special Servicer with respect
to a particular Servicing Advance. A copy of any such Officer's Certificate (and
accompanying information) of the Master Servicer shall also be delivered
promptly to the Special Servicer, a copy of any such Officer's Certificate (and
accompanying information) of the Special Servicer shall also be promptly
delivered to the Master Servicer, and a copy of any such Officer's Certificates
(and accompanying information) of the Trustee shall also be promptly delivered
to the Master Servicer and the Special Servicer. The Master Servicer shall
consider Unliquidated Advances in respect of prior Servicing Advances for
purposes of nonrecoverable determinations as if such Unliquidated Advances were
unreimbursed Servicing Advances.

            (i) Notwithstanding anything to the contrary set forth herein, the
Master Servicer may (and, at the direction of the Special Servicer if a
Specially Serviced Mortgage Loan or an REO Property is involved, shall) pay
directly out of the Certificate Account, in accordance with Section 3.05, any
servicing expense that, if paid by the Master Servicer or the Special Servicer,
would constitute a Nonrecoverable Servicing Advance; provided that the Master
Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan or an
REO Property is involved) has determined in accordance with the Servicing
Standard that making such payment is in the best interests of the
Certificateholders, as evidenced by an Officer's Certificate delivered promptly
to the Depositor and the Trustee, which shall provide a copy thereof to the
Directing Certificateholder, setting forth the basis for such determination and
accompanied by any information that such Person may have obtained that supports
such determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be delivered promptly to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer.

            Section 3.12 Inspections; Collection of Financial Statements.

            (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable (but in any
event not later than [___] days) after the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan (and, in cases where the related Mortgage Loan
has become a Specially Serviced Mortgage Loan, the Special Servicer shall
continue to perform or cause to be performed a physical inspection of the
subject Mortgaged Property at least once per calendar year thereafter for so
long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan or
if such Mortgaged Property becomes an REO Property); provided that the Special
Servicer shall be entitled to reimbursement of the reasonable and direct
out-of-pocket expenses incurred by it in connection with each such inspection as
Servicing Advances. Beginning in 2006, the Master Servicer shall at its expense
perform or cause to be performed an inspection of each Mortgaged Property at
least once per calendar year (or, in the case of each Mortgage Loan with an
unpaid principal balance of under $[________], once every two years), if the
Special Servicer has not already done so during that period pursuant to the
preceding sentence. Notwithstanding the two immediately preceding sentences, the
Special Servicer with respect to any Mortgaged Property where the related
Mortgage Loan is a Specially Serviced Mortgage Loan and/or any REO Property
shall inspect the related Mortgaged Property or REO Property immediately after
the debt service coverage ratio with respect to such Mortgaged Property or REO
Property falls below 1.0x. The costs of each such inspection incurred by the
Special Servicer shall be reimbursable first from Default Charges and then to
the extent such Default Charges are insufficient out of general collections. To
the extent such costs are to reimbursed from general collections, such costs
shall constitute an Additional Trust Fund Expense. The Master Servicer and the
Special Servicer shall each prepare a written report of each such inspection
performed by it or on its behalf that sets forth in detail the condition of the
Mortgaged Property and that specifies the occurrence or existence of: (i) any
sale, transfer or abandonment of the Mortgaged Property of which the Master
Servicer or the Special Servicer, as the case may be, is aware, (ii) any change
in the condition or occupancy of the Mortgaged Property that the Master Servicer
or the Special Servicer, as the case may be, in accordance with the Servicing
Standard, is aware of and considers material, or (iii) any waste committed on
the Mortgaged Property that the Master Servicer or the Special Servicer, as the
case may be, in accordance with the Servicing Standard, is aware of and
considers material. Upon request of the Trustee, the Master Servicer and the
Special Servicer shall each deliver to the Trustee a copy (or image in suitable
electronic media) of each such written report prepared by it, in each case
within [___] days following the request (or, if later, within [___] days
following the later of completion of the related inspection if the inspection is
performed by the Master Servicer or the Special Servicer, as the case may be, or
receipt of the related inspection report if the inspection is performed by a
third party). Upon request, the Trustee shall request from the Master Servicer
or the Special Servicer, as the case may be, and, to the extent such items have
been delivered to the Trustee by the Master Servicer or the Special Servicer, as
the case may be, deliver, upon request, to each of the Depositor, the Mortgage
Loan Seller, the Directing Certificateholder, any Certificateholder or, if the
Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest
in Certificates held thereby, any Certificate Owner, a copy (or image in
suitable electronic media) of each such written report prepared by the Master
Servicer or the Special Servicer.

            (b) Commencing with respect to the calendar quarter ended
[____________], the Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Master Servicer, in the case of each Performing Loan,
shall make reasonable efforts to collect promptly (and, in any event, shall
attempt to collect within [__] days following the end of the subject quarter or
[__] days following the end of the subject year) from each related Mortgagor
quarterly and annual operating statements, budgets and rent rolls of the related
Mortgaged Property, and quarterly and annual financial statements of such
Mortgagor, to the extent required pursuant to the terms of the related Mortgage.
In addition, the Special Servicer shall cause quarterly and annual operating
statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver copies (or images in suitable
electronic media) of all of the foregoing items so collected or obtained by it
to the Master Servicer within [__] days of its receipt thereof.

            Within [__] days after receipt by the Master Servicer from the
related Mortgagors or otherwise, as to Performing Loans, and within [__] days
after receipt by the Special Servicer or otherwise, as to Specially Serviced
Mortgage Loans and REO Properties, of any annual operating statements or rent
rolls with respect to the related Mortgaged Property or REO Property, the Master
Servicer (or the Special Servicer, with respect to any Specially Serviced
Mortgage Loan or REO Property) shall, based upon such operating statements or
rent rolls, prepare (or, if previously prepared, update) the related CMSA
Operating Statement Analysis Report. The Special Servicer shall remit a copy of
each CMSA Operating Statement Analysis Report prepared or updated by it (within
[___] days following the initial preparation and each update thereof), together
with, if so requested, the underlying operating statements and rent rolls, to
the Master Servicer in a format reasonably acceptable to the Master Servicer and
the Trustee. All CMSA Operating Statement Analysis Reports relating to
Performing Loans shall be maintained by the Master Servicer, and all CMSA
Operating Statement Analysis Reports relating to any Specially Serviced Mortgage
Loan and REO Property shall be maintained by the Special Servicer. The Trustee
shall, upon request, request from the Master Servicer (if necessary) and, to the
extent such items have been delivered to the Trustee by the Master Servicer,
deliver to the Directing Certificateholder and any Certificateholder or, if the
Trustee has in accordance with Section 5.06 confirmed the Ownership Interest in
the Certificates held thereby, any Certificate Owner, a copy of such CMSA
Operating Statement Analysis (or update thereof) and, if requested, the related
operating statement or rent rolls.

            Within [__] days (or, in the case of items received from the Special
Servicer with respect to Specially Serviced Mortgage Loans and REO Properties,
[__] days) after receipt by the Master Servicer of any quarterly or annual
operating statements with respect to any Mortgaged Property or REO Property, the
Master Servicer (or the Special Servicer, with respect to any Specially Serviced
Mortgage Loan or REO Property) shall prepare or update and forward to the
Trustee (upon request), the Master Servicer (with respect to CMSA NOI Adjustment
Worksheets prepared by the Special Servicer), the Special Servicer upon its
request (with respect to CMSA NOI Adjustment Worksheets prepared by the Master
Servicer) and the Directing Certificateholder upon its request (if the Directing
Certificateholder and the Special Servicer are not the same entity), a CMSA NOI
Adjustment Worksheet for such Mortgaged Property or REO Property, together with,
if so requested, the related operating statements (in an electronic format
reasonably acceptable to the Trustee and the Special Servicer).

            If, with respect to any Mortgage Loan (other than a Specially
Serviced Mortgage Loan), the Special Servicer has any questions for the related
Mortgagor based upon the information received by the Special Servicer pursuant
to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and
without otherwise changing or modifying its duties hereunder, reasonably
cooperate with the Special Servicer in assisting the Special Servicer to contact
and solicit information from such Mortgagor.

            (c) Not later than [___] p.m. (New York City time) on the [___]
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer and the
Directing Certificateholder, the following reports (or data files relating to
reports of the Master Servicer) with respect to the Specially Serviced Mortgage
Loans and any REO Properties for which it is responsible, providing the required
information as of such Determination Date: (i) a CMSA Property File; (ii) a CMSA
Special Servicer Loan File (which, in each case, if applicable, will identify
each Mortgage Loan by loan number and property name); and (iii) the CMSA REO
Status Report. In addition, the Special Servicer shall from time to time provide
the Master Servicer with such information in the Special Servicer's possession
regarding the Specially Serviced Mortgage Loans and REO Properties as may be
requested by the Master Servicer and is reasonably necessary for the Master
Servicer to prepare each report and any supplemental information required to be
provided by the Master Servicer to the Trustee.

            (d) Not later than [___] noon (New York City time) on the [___]
Business Day following each Determination Date (or with respect to the CMSA Loan
Periodic Update File, not later than 2:00 p.m. (New York City time) on the [___]
Business Day following each Determination Date), the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered to
the Trustee, the Special Servicer and the Directing Certificateholder (if the
Directing Certificateholder is not the same entity as the Special Servicer), in
a computer-readable medium downloadable by the Trustee, the Special Servicer and
the Directing Certificateholder (or, in the case of the Trustee, at the
Trustee's written request, in a form reasonably acceptable to the recipient,
including on a loan-by-loan basis), each of the files and reports listed in the
definition of "CMSA Investor Reporting Package" (other than the CMSA Bond Level
File and the CMSA Collateral Summary File, which are prepared by the Trustee),
providing the most recent information with respect to the Mortgage Pool as of
the related Determination Date (and which, in each case, if applicable, will
identify each subject Mortgage Loan by loan number and property name).

            The Master Servicer may, but is not required to, make any of the
reports or files comprising the CMSA Investor Reporting Package (other than the
CMSA Bond Level File and the CMSA Collateral Summary File, which are prepared by
the Trustee) available each month on the Master Servicer's website; provided
that the Master Servicer shall e-mail such reports or files to the Directing
Certificateholder until the Master Servicer's website is established. In
connection with providing access to the Master Servicer's website, the Master
Servicer may require registration and the acceptance of a disclaimer and
otherwise (subject to the preceding sentence) adopt reasonable rules and
procedures, which may include, to the extent the Master Servicer deems necessary
or appropriate, conditioning access on execution of an agreement governing the
availability, use and disclosure of such information, and which may provide
indemnification to the Master Servicer for any liability or damage that may
arise therefrom.

            (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) and Section 3.12(c), and the Master
Servicer shall deliver to the Trustee and the Special Servicer the reports set
forth in Section 3.12(d), in an electronic format reasonably acceptable to the
Special Servicer, the Master Servicer and the Trustee. The Master Servicer may,
absent manifest error, conclusively rely on the reports to be provided by the
Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Trustee
may, absent manifest error, conclusively rely on the reports to be provided by
the Master Servicer pursuant to Section 3.12(d). In the case of information or
reports to be furnished by the Master Servicer to the Trustee pursuant to
Section 3.12(d), to the extent that such information or reports are, in turn,
based on information or reports to be provided by the Special Servicer pursuant
to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to
be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c), the Master Servicer shall have no obligation to provide such
information or reports to the Trustee until it has received the requisite
information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by
Section 3.12(d) caused by the Special Servicer's failure to timely provide any
information or report required under Section 3.12(b) or Section 3.12(c).

            (f) Notwithstanding the foregoing, however, the failure of the
Master Servicer or the Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of
this Section 3.12 to the extent the Master Servicer or the Special Servicer so
fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information
with respect to the Mortgage Loans or Mortgaged Properties or would constitute a
waiver of the attorney-client privilege on behalf of the Trust. The Master
Servicer and the Special Servicer may disclose any such information or any
additional information to any Person so long as such disclosure is consistent
with applicable law, the related loan documents and the Servicing Standard. The
Master Servicer or the Special Servicer may affix to any information provided by
it any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

            (g) The Depositor shall provide to the Master Servicer and the
Trustee the initial data (as of the respective Due Dates for the Mortgage Loans
in [____________]or the most recent earlier date for which such data is
available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic
Update File, the CMSA Operating Statement Analysis Report and the CMSA Property
File. In addition, the Depositor shall cause the Mortgage Loan Seller to prepare
(or cause to be prepared on its behalf) a CMSA Loan Set-Up File

            (h) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master 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 Master Servicer's internet website or the
Trustee's Website, unless this Agreement expressly specifies a particular method
of delivery. Notwithstanding the foregoing, the Trustee may request delivery in
paper format of any statement, report or information required to be delivered to
the Trustee and clause (z) shall not apply to the delivery of any information
required to be delivered to the Trustee unless the Trustee consents to such
delivery.

            Section 3.13 Annual Statement as to Compliance.

            (a) Each of the Master Servicer and the Special Servicer shall
deliver to the Trustee, the Depositor, the Underwriters, the Rating Agencies and
the Directing Certificateholder, and to each other, on or before March 15 of
each year, beginning in [____], an Officer's Certificate (the "Annual
Performance Certification") stating that, among other things, to the best of
such officer's knowledge, the Master Servicer or the Special Servicer, as the
case may be, has fulfilled all of its obligations under this Agreement in all
material respects throughout the preceding year (or such shorter period) or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof and
the action proposed to be taken with respect thereto, and whether the Master
Servicer or the Special Servicer, as the case may be, has received any notice
regarding the qualification, or challenging the status, of either of REMIC I or
REMIC II as a REMIC from the IRS or any other governmental agency or body;
provided that the Master Servicer and the Special Servicer shall each be
required to deliver its Annual Performance Certification by March 15 in [____]
and any year that a report on Form 10-K is required to be filed with respect to
the Certificates with the Commission in respect of the preceding calendar year.
The Trustee shall deliver copies of the Annual Performance Certifications, upon
request, to any Certificateholder. If the same entity acts as the Master
Servicer and Special Servicer, the Annual Performance Certifications of the
Master Servicer and Special Servicer may be delivered as a single certificate.

            The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
Officer's Certificate delivered pursuant to this Section 3.13 to requirements
imposed by the Commission on the Depositor in connection with the Commission's
issuance of a no-action letter relating to the Depositor's reporting
requirements in respect of the Trust pursuant to the Exchange Act.

            (b) In addition, the Master Servicer, the Special Servicer and any
other Person that participates in the servicing and administration of more than
5% of the Mortgage Loans and other assets comprising the Trust Fund will deliver
annually to the Depositor and the Trustee, a report (an "Assessment of
Compliance") that assesses compliance by that party with the servicing criteria
set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) and that contains
the following:

            (i) a statement of the party's responsibility for assessing
      compliance with the servicing criteria applicable to it;

            (ii) a statement that the party used the criteria in Item 1122(d) of
      Regulation AB to assess compliance with the applicable servicing criteria;

            (iii) the party's assessment of compliance with the applicable
      servicing criteria during and as of the end of the prior calendar year,
      setting forth any material instance of non-compliance identified by the
      party; and

            (iv) a statement that a registered public accounting firm has issued
      an attestation report on the party's assessment of compliance with the
      applicable servicing criteria during and as of the end of the prior
      calendar year.

            Section 3.14 Reports by Independent Public Accountants.

            Each party which is required to deliver an Assessment of Compliance
will also be required to simultaneously deliver a report (an "Attestation
Report") of a registered public accounting firm, prepared in accordance with the
standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board, that expresses an opinion, or states that an opinion
cannot be expressed, concerning the party's assessment of compliance with the
applicable servicing criteria.

            Section 3.15 Access to Certain Information.

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Depositor, each Rating Agency and the Directing
Certificateholder, and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to any records regarding the Mortgage Loans and the
servicing thereof within its control, except to the extent it is prohibited from
doing so by applicable law, the terms of the loan documents or contract entered
into prior to the Closing Date or to the extent such information is subject to a
privilege under applicable law to be asserted on behalf of the
Certificateholders. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it; provided, however, that Certificateholders and Certificate Owners shall
be required to pay their own photocopying costs. The Master Servicer and the
Special Servicer shall each be entitled to affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without
suggesting liability on the part of any other party hereto). In connection with
providing access to such records to the Directing Certificateholder, the Master
Servicer and the Special Servicer may each require registration (to the extent
access is provided via the Master Servicer's internet website) and the
acceptance of a reasonable disclaimer and otherwise adopt reasonable rules and
procedures, which may include, to the extent the Master Servicer or the Special
Servicer, as applicable, deems necessary or reasonably appropriate, conditioning
access on the execution and delivery of an agreement reasonably governing the
availability, use and disclosure of such information. The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section
3.15 as a result of a confidentiality obligation shall not constitute a breach
of this Section 3.15. The Master Servicer and the Special Servicer may each deny
any of the foregoing persons access to confidential information or any
intellectual property that the Master Servicer or the Special Servicer is
restricted by license or contract from disclosing. In connection with providing
access to information pursuant to this Section 3.15 to parties other than the
Trustee, the Master Servicer and the Special Servicer may each (i) affix a
reasonable disclaimer to any information provided by it for which it is not the
original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement
regarding securities law restrictions on such information and/or condition
access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual
property; and (iv) withhold access to items of information contained in the
Servicing File for any Mortgage Loan if the disclosure of such items is
prohibited by applicable law or the provisions of any related loan documents or
would constitute a waiver of the attorney client privilege. Notwithstanding any
provision of this Agreement to the contrary, the failure of the Master Servicer
or the Special Servicer to disclose any information otherwise required to be
disclosed by it pursuant to this Agreement shall not constitute a breach of this
Agreement to the extent that the Master Servicer or the Special Servicer, as the
case may be, determines, in its reasonable good faith judgment consistent with
the applicable Servicing Standard, that such disclosure would violate applicable
law or any provision of a Mortgage Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or the Mortgaged Properties,
constitute a waiver of the attorney client privilege on behalf of the Trust or
the Trust Fund or otherwise materially harm the Trust or the Trust Fund.

            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 or, subject to Section 3.09(b), to a single member
limited liability company of which the Trust is the sole member, which limited
liability company is formed or caused to be formed by the Special Servicer at
the expense of the Trust for the purpose of taking title to one or more REO
Properties pursuant to this Agreement. The limited liability company shall be
(i) disregarded as an entity separate from the Trust pursuant to Treasury
Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability
company, with the Special Servicer to serve as the initial manager to manage the
property of the limited liability company, including any applicable REO
Property, in accordance with the terms of this Agreement as if such property was
held directly in the name of the Trust or Trustee under this Agreement. The
Special Servicer, on behalf of the Trust, shall sell any REO Property by the end
of the third calendar year following the year in which the Trust acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies, more than 60 days prior to the
expiration of such liquidation period, and is granted an extension of time (an
"REO Extension") by the IRS to sell such REO Property or (ii) obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the
holding by the Trust of such REO Property subsequent to the end of the third
calendar year following the year in which such acquisition occurred will not
result in an Adverse REMIC Event with respect to either of REMIC I or REMIC II.
Regardless of whether the Special Servicer applies for or is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the
Special Servicer shall act in accordance with the Servicing Standard to
liquidate such REO Property on a timely basis. If the Special Servicer is
granted such REO Extension or obtains such Opinion of Counsel, the Special
Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of
Counsel to the Trustee, and (ii) sell such REO Property within such extended
period as is permitted by such REO Extension or contemplated by such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its applying for and being granted the REO Extension
contemplated by clause (i) of the third preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the third preceding sentence,
and for the creation of and the operating of a limited liability company, shall
be covered by, and be reimbursable as, a Servicing Advance.

            (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, except
as provided in the immediately succeeding sentence, the Special Servicer shall
establish and maintain one or more Pool REO Accounts, to be held on behalf of
the Trustee in trust for the benefit of the Certificateholders, for the
retention of revenues and other proceeds derived from each REO Property. Each
REO Account shall be an Eligible Account and may consist of one account for all
the REO Properties. The Special Servicer shall deposit, or cause to be
deposited, into the related REO Account, within [___] Business Days of receipt,
all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid
therefrom) and Insurance Proceeds received in respect of an REO Property. The
Special Servicer is authorized to pay out of related Liquidation Proceeds any
Liquidation Expenses incurred in respect of an REO Property and outstanding at
the time such proceeds are received. Funds in an REO Account may be invested
only in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall be entitled to make withdrawals from an REO Account to pay
itself, as Additional Special Servicing Compensation in accordance with Section
3.11(d), interest and investment income earned in respect of amounts held in
such REO Account as provided in Section 3.06(b) (but only to the extent of the
Net Investment Earnings with respect to the REO Account for any Collection
Period). The Special Servicer shall give notice to the other parties hereto of
the location of an REO Account when first established and of the new location of
an REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the applicable
REO Account relating to such REO Property. By [___] p.m., New York City time, on
the [___] Business Day following the end of each Collection Period, the Special
Servicer shall withdraw from the related REO Account and deposit into the
Certificate Account or deliver to the Master Servicer (which shall deposit such
amounts into the Certificate Account, the aggregate of all amounts received in
respect of each such REO Property during such Collection Period, net of any
withdrawals made out of such amounts pursuant to the preceding sentence;
provided that the Special Servicer may retain in the applicable REO Account such
portion of such proceeds and collections as may be necessary to maintain a
reserve of sufficient funds for the proper operation, management, leasing,
maintenance and disposition of any such REO Property (including the creation of
a reasonable reserve for repairs, replacements, necessary capital improvements
and other related expenses), such reserve not to exceed an amount sufficient to
cover such items reasonably expected to be incurred during the following
12-month period. For purposes of the foregoing, the REO Account corresponds to
the Certificate Account.

            (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, an REO Account pursuant to Section 3.16(b) or (c).

            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 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 (as determined
by the Special Servicer in its good faith and reasonable judgment). Subject to
this Section 3.17, the Special Servicer may earn "net income from foreclosure
property" within the meaning of Section 860G(c) of the Code if it determines
that earning such income is in the best interests of Certificateholders on a net
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited, within [___] Business Days of receipt,
in the applicable REO Account all revenues received by it with respect to each
such REO Property and the related REO Loan, and shall withdraw from the
applicable REO Account, to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
leasing, maintenance and disposition of such REO Property, including, without
limitation:

            (i) all insurance 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, lease and dispose
      of such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any such REO Property are insufficient for the purposes set forth in clauses
(i) through (iv) above with respect to such REO Property, the Special Servicer
shall, subject to Section 3.19(d), direct the Master Servicer to make (and the
Master Servicer shall so make) Servicing Advances in such amounts as are
necessary for such purposes unless (as evidenced in the manner contemplated by
Section 3.11(g)) the Master Servicer determines, in its reasonable, good faith
judgment, that such payment would be a Nonrecoverable Servicing Advance.

            (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 such REO Property,
      other than 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 such 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 Master 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.

            (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 or may be netted out) shall be reasonable and
      customary in light of the nature and locality of the REO 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 Section 3.17(a),
      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. To the extent the costs of any contract with an
Independent Contractor for the operation and maintenance of any REO Property are
greater than the revenues from such REO Property, such excess costs shall be
covered by and reimbursable as a Servicing Advance.

            (d) When and as necessary, the Special Servicer shall send to the
Trustee and the Master Servicer a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal
income tax purposes, resulting from the operation and management of a trade or
business on, the furnishing or rendering of a non customary service to the
tenants of, or the receipt of any other amount not constituting Rents from Real
Property in respect of, any REO Property in accordance with Sections 3.17(a) and
3.17(b).

            Section 3.18 Resolution of Defaulted Mortgage Loans and REO
Properties.

            (a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or a
related 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(a), Section 9.01, a Intercreditor Agreement, or, in the case of a
Mortgage Loan with a related Mezzanine Loan, pursuant to the terms of the
related Mezzanine Intercreditor Agreement.

            (b) After the Master Servicer has pursuant to Section 3.21(a)
notified the Special Servicer of a Servicing Transfer Event and in connection
therewith has provided the Special Servicer with the information required under
Section 3.21(a) with respect to any Defaulted Mortgage Loan, the Special
Servicer shall determine the fair value of such Defaulted Mortgage Loan in
accordance with the Servicing Standard as hereinafter provided; provided,
however, that such determination shall be made without taking into account any
effect the restrictions on the sale of such Mortgage Loan contained herein may
have on the value of such Defaulted Mortgage Loan; provided, further, that the
Special Servicer shall use reasonable efforts promptly to obtain an Appraisal
with respect to the related Mortgaged Property unless it has an Appraisal that
is less than 12 months old and has no actual knowledge of, or notice of, any
event that in the Special Servicer's judgment would materially affect the
validity of such Appraisal. The Special Servicer shall make its fair value
determination as soon as reasonably practicable (but in any event within [___]
days) after its receipt of such new Appraisal, if applicable. The Special
Servicer will, from time to time, but not less often than every [___] days,
adjust its fair value determination based upon changed circumstances, new
information and other relevant factors, if any, in each instance in accordance
with the Servicing Standard. The Special Servicer shall notify the Trustee, the
Master Servicer and the Majority Certificateholder of the Controlling Class
promptly upon its fair value determination and any adjustment thereto. The
Special Servicer shall also deliver to the Master Servicer and the Majority
Certificateholder of the Controlling Class the most recent Appraisal of the
related Mortgaged Property then in the Special Servicer's possession, together
with such other third-party reports and other information then in the Special
Servicer's possession that the Special Servicer reasonably believes to be
relevant to the fair value determination with respect to such Mortgage Loan
(such materials are, collectively, the "Determination Information"). The Special
Servicer shall also deliver the Determination Information to the Trustee, if the
Master Servicer will not be determining whether the Option Price represents fair
value for the Defaulted Mortgage Loan, pursuant to Section 3.18(e). The
reasonable out-of-pocket costs and expenses incurred by the Special Servicer in
making its fair value determination shall be paid and reimbursed as a Servicing
Advance.

            In determining the fair value of any Defaulted Mortgage Loan, the
Special Servicer shall take into account, among other factors, the period and
amount of the delinquency on such Defaulted Mortgage Loan, the occupancy level
and physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property and the expected recoveries from pursuing a work-out or foreclosure
strategy instead of selling the Defaulted Mortgage Loan to the Option Holder. In
addition, the Special Servicer shall refer to the Determination Information and
all other relevant information obtained by it or otherwise contained in the
Mortgage File and provided to the Special Servicer; provided that the Special
Servicer shall take account of any change in circumstances regarding the related
Mortgaged Property known to the Special Servicer that has occurred subsequent
to, and that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property reflected in, the most recent
related Appraisal. Furthermore, the Special Servicer shall consider all
available objective third-party information obtained from generally available
sources, as well as information obtained from Independent 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. The reasonable cost of
all third party consultants and related reports, including but not limited to
appraisals, inspection reports and broker opinions of value, reasonably incurred
by the Special Servicer pursuant to this Section 3.18(b) shall constitute, and
be reimbursable as, Servicing Advances. The other parties to this Agreement
shall cooperate with all reasonable requests for information.

            (c) At the time a Mortgage Loan becomes a Defaulted Mortgage Loan,
the Special Servicer and the Majority Certificateholder of the Controlling Class
(each, together with their assignees, an "Option Holder") will have an
assignable option (the "Purchase Option") to purchase such Defaulted Mortgage
Loan from the Trust Fund at a price (the "Option Price") equal to (A) if the
Special Servicer has not yet determined the fair value of such Defaulted
Mortgage Loan, the sum of (1) the Stated Principal Balance thereof, together
with all accrued and unpaid interest thereon at the Mortgage Rate, (2) any
related Prepayment Premium then payable by the Mortgagor, to the extent the
Special Servicer or the Special Servicer's assignee is identified as the Person
that will acquire the related Mortgage Loan, (3) all related Advances for which
the Trust Fund or the related Servicer has not been reimbursed, together with
all accrued and unpaid interest thereon at the Advance Rate, and (4) all accrued
Master Servicing Fees, Special Servicing Fees, Trustee Fees, Liquidation Fees,
Workout Fees and Additional Trust Fund Expenses allocable to such Defaulted
Mortgage Loan whether recovered or unrecovered from the related Mortgagor or (B)
if the Special Servicer has determined the fair value of such Defaulted Mortgage
Loan pursuant to Section 3.18(b), an amount at least equal to such fair value
with respect to any Purchase Option held by the Majority Certificateholder of
the Controlling Class or the Special Servicer only. Notwithstanding the
foregoing, for a period of [__] days after it receives notice of the Special
Servicer's fair value determination (the "Option Period"), only the Purchase
Option held by the Majority Certificateholder of the Controlling Class may be
exercised. Notwithstanding the foregoing and for the avoidance of doubt, none of
the Majority Certificateholder of the Controlling Class or the related Mezzanine
Loan Holder (with respect to a Mezzanine Loan), shall be required to pay a
Liquidation Fee with respect to any applicable purchase right under this
Agreement or in the applicable Intercreditor Agreement or with respect to a
purchase of a related Defaulted Mortgage Loan at its fair value as determined in
this Section 3.18 if such purchase occurs or purchase right is exercised not
later than [__] days from the date that the Special Servicer has initially
determined the fair value for the related Defaulted Mortgage Loan.

            Any Option Holder may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Mortgage Loan to any party (other
than a Person whose acquisition of the Defaulted Mortgage Loan would violate the
terms of any related intercreditor or similar agreement) at any time after the
related Mortgage Loan becomes a Defaulted Mortgage Loan. The transferor of any
Purchase Option shall notify the Trustee and the Master Servicer of such
transfer and such notice shall include the transferee's name, address, telephone
number, facsimile number and appropriate contact person(s) and shall be
acknowledged in writing by the transferee.

            Each Option Holder's Purchase Option with respect to any Defaulted
Mortgage Loan, if not exercised, will automatically terminate (A) once the
related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan;
provided, however, that if such Mortgage Loan subsequently becomes a Defaulted
Mortgage Loan, the related Purchase Option shall again be exercisable, (B) upon
the acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed-in-lieu of foreclosure, (C) upon
the modification or pay-off, in full or at a discount, of such Defaulted
Mortgage Loan in connection with a workout, or (D) subject to the Master
Servicer's determination set forth in Section 3.18(e) below, upon another Option
Holder's exercise of its Purchase Option with respect to the related Mortgage
Loan becoming effective pursuant to Section 3.18(d) below.

            (d) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, and after the expiration
of the Option Period, each Option Holder (whether the original grantee of such
option or any subsequent transferee) may exercise its Purchase Option by
providing the Master Servicer and the Trustee written notice thereof (the
"Purchase Option Notice"), in the form of Exhibit I, which notice shall identify
the Person that, on its own or through an Affiliate, will acquire the related
Mortgage Loan upon closing and shall specify a cash exercise price at least
equal to the Option Price. Immediately upon receipt of such Purchase Option
Notice, the Master Servicer shall notify the remaining Option Holders that a
Purchase Option has been exercised. Within [___] days thereafter, each remaining
Option Holder may submit to the Master Servicer a Purchase Option Notice for the
related Defaulted Mortgage Loan. Upon the expiration of such [___]-day period,
or such sooner time as all remaining Option Holders have submitted Purchase
Option Notices, the Master Servicer shall notify the Option Holder whose
Purchase Option Notice included the highest exercise price that the exercise of
its Purchase Option is effective. The Master Servicer shall also notify the
Trustee of such effective exercise. In the event that more than one Option
Holder exercises its Purchase Option at the same price, the Purchase Option
Notice first received by the Master Servicer shall be effective. The exercise of
any Purchase Option pursuant to this Section 3.18(d) shall be irrevocable.

            (e) If the Special Servicer or any Controlling Class Option Holder,
or any of their respective Affiliates, is identified in the Purchase Option
Notice as the Person expected to acquire the related Mortgage Loan, and the
Option Price is based upon the Special Servicer's fair value determination, the
Master Servicer shall determine whether the Option Price represents fair value
for the Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and
as soon as reasonably practicable but in any event within [__] days (except as
such period may be extended as set forth in this paragraph) of its receipt of
the Purchase Option Notice and Determination Information from the Special
Servicer. In determining whether the Option Price represents the fair value of
such Defaulted Mortgage Loan, the Master Servicer may obtain an opinion as to
the fair value of such Defaulted Mortgage Loans, taking into account the factors
set forth in Section 3.18(b), from a Qualified Appraiser or other Independent
expert of recognized standing having experience in evaluating the value of
defaulted mortgage loans, which opinion shall be based on a review, analysis and
evaluation of the Determination Information, and to the extent such Qualified
Appraiser or third party deems any such Determination Information to be
defective, incorrect, insufficient or unreliable, such Person may base its
opinion on such other information it deems reasonable or appropriate, and,
absent manifest error, the Master Servicer may conclusively rely on the opinion
of any such Person that was chosen by the Master Servicer with reasonable care.
Notwithstanding the [__]-day time period referenced above in this paragraph, the
Master Servicer will have an additional [__] days to make a fair value
determination if the Person referenced in the immediately preceding sentence has
determined that the Determination Information is defective, incorrect,
insufficient or unreliable. The reasonable costs of all appraisals, inspection
reports and opinions of value, reasonably incurred by the Master Servicer or any
such third party pursuant to this paragraph shall be advanced by the Master
Servicer and shall constitute, and be reimbursable as, Servicing Advances. In
connection with the Master Servicer's determination of fair value, the Special
Servicer shall deliver to the Master Servicer the Determination Information for
the use of the Master Servicer or any such third party.

            Notwithstanding anything contained in this Section 3.18(e) to the
contrary, if the Special Servicer or the Majority Certificateholder of the
Controlling Class, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, and the Option Price is based upon the Special Servicer's fair value
determination, and the Master Servicer and the Special Servicer are Affiliates,
the Trustee shall determine whether the Option Price represents fair value for
the Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and as
soon as reasonably practicable but in any event within [__] days (except as such
period may be extended as set forth in this paragraph) of its receipt of the
Purchase Option Notice and Determination Information from the Special Servicer.
In determining whether the Option Price represents the fair value of such
Defaulted Mortgage Loan, the Trustee may obtain an opinion as to the fair value
of such Defaulted Mortgage Loans, taking into account the factors set forth in
Section 3.18(b), from a Qualified Appraiser or other Independent expert of
recognized standing having experience in evaluating the value of defaulted
mortgage loans, which opinion shall be based on a review, analysis and
evaluation of the Determination Information, and to the extent such Qualified
Appraiser or third party deems any such Determination Information to be
defective, incorrect, insufficient or unreliable, such Person may base its
opinion on such other information it deems reasonable or appropriate, and absent
manifest error, the Trustee may conclusively rely on the opinion of any such
Person that was chosen by the Trustee with reasonable care. Notwithstanding the
[__]-day time period referenced above in this paragraph, the Trustee will have
an additional [__] days to make a fair value determination if the Person
referenced in the immediately preceding sentence has determined that the
Determination Information is defective, incorrect, insufficient or unreliable.
The reasonable costs of all appraisals, inspection reports and opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this paragraph shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances. In connection with the Trustee's
determination of fair value the Special Servicer shall deliver to the Trustee
the Determination Information for the use of the Trustee or any such third
party.

            In the event a designated third party determines that the Option
Price is less than the fair value of the Defaulted Mortgage Loan, such party
shall provide its determination, together with all information and reports it
relied upon in making such determination, to the Special Servicer, who shall
then adjust its fair value determination and, consequently, the Option Price,
pursuant to Section 3.18(b). The Special Servicer shall promptly provide written
notice of any adjustment of the Option Price to the Option Holder whose Purchase
Option has been declared effective pursuant to Section 3.18(d) above. Upon
receipt of such notice, such Option Holder shall have [___] Business Days to (i)
accept the Option Price as adjusted and proceed in accordance with Section
3.18(f) below, or (ii) reject the Option Price as adjusted, in which case such
Option Holder shall not be obligated to close the purchase of the Defaulted
Mortgage Loan. Upon notice from such Option Holder, or the Special Servicer,
that such Option Holder rejects the Option Price as adjusted, the Master
Servicer and the Trustee shall provide the notices described in the second
paragraph of Section 3.18(f) below and thereafter any Option Holder may exercise
its purchase option in accordance with this Section 3.18, at the Option Price as
adjusted.

            (f) The Option Holder whose Purchase Option is declared effective
pursuant to Section 3.18(d) above shall be required to pay the purchase price
specified in its Purchase Option Notice to the Master Servicer within [___]
Business Days of its receipt of the Master Servicer's notice confirming that the
exercise of its Purchase Option is effective. Upon receipt of an Officer's
Certificate from the Master Servicer specifying the date for closing the
purchase of the related Defaulted Mortgage Loan, and the purchase price to be
paid therefor, the Trustee shall deliver at such closing for release to or at
the direction of such Option Holder, 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 by such Option Holder and are
reasonably necessary to vest in the purchaser or any designee thereof the
ownership of such Mortgage Loan. In connection with any such purchase by any
Person other than it, the Special Servicer shall deliver the related Mortgage
File to or at the direction of the purchaser. In any case, the Master Servicer
shall deposit the purchase price into the Certificate Account within [___]
Business Day following receipt.

            The Master Servicer shall immediately notify the Trustee and the
Special Servicer upon the holder of the effective Purchase Option's failure to
remit the purchase price specified in its Purchase Option Notice pursuant to
this Section 3.18(f). Thereafter, the Trustee shall notify each Option Holder of
such failure and any Option Holder may then exercise its purchase option in
accordance with this Section 3.18.

            (g) Unless and until the Purchase Option with respect to any
Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies with respect to such Defaulted Mortgage Loan
including workout, foreclosure and sale of any REO Property, as the Special
Servicer may deem appropriate, consistent with the Asset Status Report and the
Servicing Standard; provided, however, the Special Servicer shall not sell any
Defaulted Mortgage Loan (other than in connection with exercise of a related
Purchase Option).

            (h) The Special Servicer shall sell an REO Property in the manner
set forth in Section 3.16(a). The Special Servicer may purchase any such REO
Property (at the Purchase Price therefor). The Special Servicer may also offer
to sell to any Person any REO Property, if and when the Special Servicer
determines, consistent with the Servicing Standard, that such a sale would be in
the best economic interests of the Trust Fund. The Special Servicer shall give
the Trustee, the Master Servicer and the Directing Certificateholder, not less
than [___] days' prior written notice of its intention to sell any such REO
Property, in which case the Special Servicer shall accept the highest offer
received from any Person for any such REO Property in an amount at least equal
to the Purchase Price therefor. To the extent permitted by applicable law, and
subject to the Servicing Standard, the Master Servicer, an Affiliate of the
Master Servicer, the Special Servicer or an Affiliate of the Special Servicer,
or an employee of any of them may act as broker in connection with the sale of
any such REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an
independent broker pursuant to a brokerage agreement entered into at arm's
length.

            In the absence of any such offer, the Special Servicer shall accept
the highest offer received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property, if the highest offeror is a
Person other than the Special Servicer, the Master Servicer (if the Master
Servicer and Special Servicer are Affiliates) or the Majority Certificateholder
of the Controlling Class, or any of their respective Affiliates, or if such
price is determined to be such a price by the Trustee, if the highest offeror is
the Special Servicer, the Master Servicer (if the Master Servicer and Special
Servicer are Affiliates) or the Majority Certificateholder of the Controlling
Class, or any of their respective Affiliates. Notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may make an offer for or purchase any such REO Property pursuant
hereto.

            The Special Servicer shall not be obligated by either of the
foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection
of such offer would be in the best interests of the Certificateholders. In
addition, the Special Servicer may accept a lower offer if it determines, in
accordance with the Servicing Standard that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more
favorable).

            In determining whether any offer received from the Special Servicer,
the Master Servicer (if the Master Servicer and Special Servicer are Affiliates)
or the Majority Certificateholder of the Controlling Class, or any of their
respective Affiliates represents a fair price for any such REO Property, the
Trustee shall obtain and may conclusively rely on an Appraisal from a Qualified
Appraiser, at the expense of the Trust Fund. In determining whether any offer
constitutes a fair price for any such REO Property, the Trustee (or, if
applicable, such Qualified Appraiser) shall take into account, and any appraiser
shall be instructed to take into account, as applicable, among other factors,
the physical condition of such REO Property, the state of the local economy and
the Trust Fund's obligation to comply with REMIC Provisions.

            (i) Subject to the Servicing Standard and the REMIC Provisions, the
Special Servicer shall act on behalf of the Trust Fund in negotiating and taking
any other action necessary or appropriate in connection with the sale of any
such REO Property, including the collection of all amounts payable in connection
therewith. A sale of any such REO Property shall be without recourse to, or
representation or warranty by, the Trustee, the Depositor, any Servicer, or the
Trust Fund (except that any contract of sale and assignment and conveyance
documents may contain customary representations and warranties of title,
condition and authority so long as the only recourse for breach thereof is to
the Trust Fund) and, if consummated in accordance with the terms of this
Agreement, none of the Master Servicer, the Special Servicer, the Depositor nor
the Trustee shall have any liability to the Trust Fund or any Certificateholder
with respect to the purchase price therefor accepted by the Special Servicer or
the Trustee.

            (j) The Special Servicer shall, within [___] Business Days following
its receipt of available funds, remit to the Master Servicer the proceeds of any
sale after deduction of the expenses of such sale incurred in connection
therewith for deposit into the Certificate Account. The Trustee, upon receipt of
an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, shall release or cause to be released to the party or
parties effecting such purchase (or any designee thereof) 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 purchaser of such Defaulted Mortgage Loan effecting
such purchase (or any designee thereof) ownership of such Defaulted Mortgage
Loan. In connection with any such purchase, the Special Servicer shall deliver
the related Servicing File to the purchaser of such Defaulted Mortgage Loan with
the cooperation of the Master Servicer effecting such purchase (or any designee
thereof).

            (k) Subject to Sections 3.18(a) through 3.18(j) 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 Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating offers without obligation to deposit such
amounts into the Certificate Account; provided no such fees and charges shall be
charged by the Special Servicer to the Controlling Class Option Holder or any
assignee in connection with the sale of Defaulted Mortgage Loans. Any sale of a
Defaulted Mortgage Loan or any REO Property shall be final and without recourse
to the Trustee or the Trust except as provided in Section 3.18(i), and if such
sale is consummated in accordance with the terms of this Agreement, none of the
Depositor, the Special Servicer, the Master Servicer or the Trustee shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.

            (l) [Reserved].

            (m) [Reserved].

            (n) Notwithstanding anything to the contrary herein, each Mezzanine
Lender may be entitled to purchase the related Mortgage Loan in accordance with
the terms and conditions set forth in the related Mezzanine Intercreditor
Agreement, even after it has been purchased out of the Trust Fund pursuant to
this Section 3.18.

            The purchase of a Specially Serviced Mortgage Loan pursuant to this
Section 3.18 will remain subject to the purchase rights, if applicable, of the
related Mezzanine Lender as set forth in the related Mezzanine Intercreditor
Agreement.

            Section 3.19 Additional Obligations of the Master Servicer and the
Special Servicer.

            (a) The Master Servicer shall maintain at its Primary Servicing
Office and shall, upon reasonable advance written notice, make available for
review by each Rating Agency and by any Certificateholder or Certificate Owner
or any Person identified to the Master Servicer as a prospective transferee of a
Certificate or an interest therein, copies of the Servicing Files; provided
that, if the Master Servicer in its reasonable, good faith determination
believes that any item of information contained in such Servicing Files is of a
nature that it should be conveyed to all Certificateholders at the same time, it
shall, as soon as reasonably possible following its receipt of any such item of
information, disclose such item of information to the Trustee as part of the
reports to be delivered to the Trustee by the Master Servicer pursuant to
Section 4.02(b), and until the Trustee has either disclosed such information to
all Certificateholders in a Distribution Date Statement or has properly filed
such information with the Commission on behalf of the Trust under the Exchange
Act, the Master Servicer shall be entitled to withhold such item of information
from any Certificateholder or Certificate Owner or prospective transferee of a
Certificate or an interest therein; provided, further, that the Master Servicer
shall not be required to make particular items of information contained in the
Servicing File for any Mortgage Loan available to any Person if the disclosure
of such particular items of information is expressly prohibited by applicable
law or the provisions of any related loan documents. Except as set forth in the
provisos to the preceding sentence, copies of all or any portion of any
Servicing File are to be made available by the Master Servicer upon request;
however, the Master Servicer shall be permitted to require payment of a sum
sufficient to cover the reasonable costs for making such copies (other than with
respect to the Rating Agencies and the Directing Certificateholder). The Special
Servicer shall, as to each Specially Serviced Mortgage Loan and REO Property,
promptly deliver to the Master Servicer a copy of each document or instrument
added to the related Servicing File, and the Master Servicer shall in no way be
in default under this Section 3.19(a) solely by reason of the Special Servicer's
failure to do so.

            In connection with providing access to or copies of the items
described in the preceding paragraph, the Master Servicer may require, unless
the Depositor directs otherwise, (a) in the case of Certificate Owners, a
written confirmation executed by the requesting Person, in form reasonably
satisfactory to the Master Servicer, generally to the effect that such Person is
a beneficial holder of Certificates and will otherwise keep such information
confidential and (b) in the case of a prospective purchaser, confirmation
executed by the requesting Person generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential. All Certificateholders, by the
acceptance of their Certificates, shall be deemed to have agreed to keep such
information confidential, except to the extent that the Depositor grants written
permission to the contrary or to the extent such information is public
information. The Master Servicer shall not be liable for the dissemination of
information in accordance with this Section 3.19(a).

            (b) Promptly following the occurrence of an Appraisal Trigger Event
with respect to any Mortgage Loan (each such Mortgage Loan and any related REO
Loan, until it ceases to be such in accordance with the following paragraph, a
"Required Appraisal Loan"), the Special Servicer shall obtain (or, if such
Required Appraisal Loan has a Stated Principal Balance of $[_________] or less,
at its discretion, conduct) an Appraisal of the related Mortgaged Property,
unless an Appraisal thereof had previously been obtained (or, if applicable,
conducted) within the preceding 12-month period and there has been no subsequent
material change in the circumstances surrounding the related Mortgaged Property
that, in the judgment of the Special Servicer, would materially affect the value
of the property, and shall deliver a copy of such Appraisal to the Trustee, the
Master Servicer, the Directing Certificateholder, and any Requesting Subordinate
Certificateholder (subject to the second paragraph of Section 11.10). If such
Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be
covered by, and be reimbursable as, a Servicing Advance. Promptly following the
receipt of, and based upon, such Appraisal, the Special Servicer shall determine
and report to the Trustee, the Master Servicer, the Directing Certificateholder,
the then applicable Appraisal Reduction Amount, if any, with respect to the
subject Required Appraisal Loan.

            For so long as any Mortgage Loan or REO Loan remains a Required
Appraisal Loan, the Special Servicer shall, within [___] days of each
anniversary of such loan's having become a Required Appraisal Loan, obtain (or,
if such Required Appraisal Loan has a Stated Principal Balance of $[_________]
or less, at its discretion, conduct) an update of the prior Appraisal, and shall
deliver a copy of such update to the Trustee, the Master Servicer, the Directing
Certificateholder. If such update is obtained from a Qualified Appraiser, the
cost thereof shall be covered by, and be reimbursable as, a Servicing Advance.
Promptly following the receipt of, and based upon, such update, the Special
Servicer shall redetermine and report to the Trustee, the Master Servicer and
the Directing Certificateholder, as the case may be, the then applicable
Appraisal Reduction Amount, if any, with respect to the subject Required
Appraisal Loan.

            The Directing Certificateholder has the right at any time to require
that the Special Servicer obtain a new Appraisal of the subject Mortgaged
Property in accordance with MAI standards from a Qualified Appraiser selected by
the Special Servicer, at the expense of the Controlling Class Certificateholder.
Upon receipt of such Appraisal the Special Servicer shall deliver a copy thereof
to the Trustee, the Master Servicer and the Directing Certificateholder.
Promptly following the receipt of, and based upon, such Appraisal, the Special
Servicer shall redetermine and report to the Trustee, the Master Servicer and
the Directing Certificateholder, the then applicable Appraisal Reduction Amount,
if any, with respect to the subject Required Appraisal Loan.

            (c) The Master Servicer and the Special Servicer shall each deliver
to the other, to the Trustee (but only upon its request) and to the Directing
Certificateholder, copies of all Appraisals, environmental reports and
engineering reports (or, in each case, updates thereof) obtained with respect to
any Mortgaged Property or REO Property. Upon the request of any Rating Agency or
any Holder of a Non-Registered Certificate (except a Class R-I or Class R-II
Certificate), pursuant to Section 8.12(b), the Trustee will inform the Master
Servicer or Special Servicer, as applicable, of such request and, if necessary,
the Master Servicer or Special Servicer, as applicable, will deliver
instructions, whereupon either such party, as applicable, shall deliver copies
of any of the items delivered pursuant to the preceding sentence to such
requesting Person.

            (d) No more frequently than once per calendar month, the Special
Servicer may require the Master Servicer, and the Master Servicer shall be
obligated subject to the second following paragraph to reimburse the Special
Servicer for any Servicing Advances that were made by the Special Servicer
(notwithstanding the fact that it has no obligation to make such Servicing
Advances), but not previously reimbursed (whether pursuant to this Section
3.19(d) or otherwise) to the Special Servicer, and to pay the Special Servicer
interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement; provided, however that such request for
reimbursement must be made within [___] days of the making of such Advance by
the Special Servicer. Such reimbursement and any accompanying payment of
interest shall be made within [___] days of the request therefor by wire
transfer of immediately available funds to an account designated by the Special
Servicer. Upon the Master Servicer's reimbursement to the Special Servicer of
any Servicing Advance and payment to the Special Servicer of interest thereon,
all in accordance with this Section 3.19(d), the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the
same time as the Special Servicer originally made such Advance, and accordingly,
the Master Servicer shall be entitled to reimbursement for such Advance,
together with Advance Interest thereon, at the same time, in the same manner and
to the same extent as the Master Servicer would otherwise have been entitled if
it had actually made such Servicing Advance.

            Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer (i) is required under any other provision of
this Agreement to direct the Master Servicer to make a Servicing Advance or (ii)
is otherwise aware a reasonable period in advance that it is reasonably likely
that the Special Servicer will incur a cost or expense that will, when incurred,
constitute a Servicing Advance, the Special Servicer shall (in the case of
clause (i) preceding), and shall use reasonable efforts to (in the case of
clause (ii) preceding), request that the Master Servicer make such Servicing
Advance, such request to be made in writing and confirmed by both parties and in
a timely manner that does not materially and adversely affect the interests of
any Certificateholder, and accompanied by sufficient information for the Master
Servicer to make recoverability determinations, and at least [___] Business Days
prior to the date on which failure to make such Servicing Advance would (with
notice from the Trustee regardless of whether such notice is actually received)
constitute an Event of Default pursuant to Section 7.01(a)(v); provided,
however, that the Special Servicer (with respect to Specially Serviced Mortgage
Loans and REO Properties) is allowed but not required to make any Servicing
Advance that it fails to timely request the Master Servicer to make. Subject to
the following paragraph, the Master Servicer shall have the obligation to make
any such Servicing Advance that it is requested by the Special Servicer to make
within [___] Business Days of the Master Servicer's receipt of such request and
such information and documents as are reasonably necessary for the Master
Servicer to make such Servicing Advance and to determine recoverability. The
Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the Special Servicer, together with Advance
Interest thereon, at the same time, in the same manner and to the same extent as
the Master Servicer is entitled with respect to any other Servicing Advance made
thereby.

            Notwithstanding the foregoing provisions of this Section 3.19(d) or
any other provision of this Agreement to the contrary, the Master Servicer shall
not be required to reimburse the Special Servicer for, or make at the Special
Servicer's direction, any Servicing Advance if the Master Servicer determines in
its reasonable, good faith judgment that the Servicing Advance that the Special
Servicer is directing the Master Servicer to reimburse it for or make hereunder,
although not characterized by the Special Servicer as a Nonrecoverable Servicing
Advance, is or would be, if made, a Nonrecoverable Servicing Advance. The Master
Servicer shall notify the Special Servicer and the Trustee in writing of such
determination. Such notice shall not obligate the Special Servicer to make such
Servicing Advance.

            (e) The Master Servicer shall deliver to the Trustee for deposit
into the Distribution Account by [___] p.m. (New York City time) on each Master
Servicer Remittance Date, without any right of reimbursement therefor, a cash
payment (a "Compensating Interest Payment") in an amount equal to the sum of (i)
the aggregate amount of Balloon Payment Interest Shortfalls, if any, incurred in
connection with Balloon Payments received in respect of the Mortgage Pool during
the most recently ended Collection Period, plus (ii) the lesser of (A) the
aggregate amount of Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments received in respect of the Mortgage Pool
during the most recently ended Collection Period, and (B) the aggregate of (1)
that portion of its Master Servicing Fees for the related Collection Period that
is, in the case of each and every Mortgage Loan and REO Loan for which such
Master Servicing Fees are being paid in such Collection Period, calculated at
[___]% per annum, and (2) all Prepayment Interest Excesses received in respect
of the Mortgage Pool during the most recently ended Collection Period, plus
(iii) in the event that any Principal Prepayment was received on the last
Business Day of the second most recently ended Collection Period, but for any
reason was not included as part of the Master Servicer Remittance Amount for the
preceding Master Servicer Remittance Date (other than because of application of
the subject Principal Prepayment in accordance with Section 3.05(a) for another
purpose), the total of all interest and other income accrued or earned on the
amount of such Principal Prepayment while it is on deposit in the Certificate
Account. In addition, all Prepayment Interest Excess related to Insurance
Proceeds, Condemnation Proceeds and/or Liquidation Proceeds related to any
Mortgage Loan and REO Loan shall be available to offset any net Prepayment
Interest Shortfalls related to such Mortgage Loan and REO Loan.

            (f) Except under the same circumstances that it would be permitted
to waive a prepayment lockout provision in the subject Mortgage Loan pursuant to
Section 3.20(a), neither the Master Servicer nor the Special Servicer shall
consent to any Mortgagor's prepaying its Mortgage Loan, partially or in its
entirety, if the Mortgagor would be prohibited from doing so without such
consent. In each case subject to the Servicing Standard and applicable law and
to the extent permitted by the related loan documents, the Master Servicer and
the Special Servicer agree not to accept any Principal Prepayments with respect
to any Mortgage Loan on a date other than the applicable due date therefor
except that the Special Servicer shall be permitted to accept Principal
Prepayments with the consent of the Directing Certificateholder.

            (g) The Master Servicer shall not exercise any discretionary right
it has with respect to any Mortgage Loan pursuant to the related Mortgage Note
or Mortgage to apply any amounts maintained as an escrow or reserve to the
principal balance of such Mortgage Loan except in the case of a default
thereunder.

            (h) The Master Servicer shall send written notice to each Borrower
to the effect that, if applicable, the Master Servicer and/or the Trustee have
been appointed as the "designee" of the lender under any related Lock-Box
Agreement.

            (i) In connection with each prepayment of principal received
hereunder, the Master Servicer shall calculate any applicable Prepayment Premium
under the terms of the related Mortgage Note. Promptly following its
determination thereof, the Master Servicer shall disclose to the Trustee its
calculation of any such Prepayment Premium.

            (j) [Reserved].

            (k) The Master Servicer or the Special Servicer, as applicable,
shall exercise the rights, and perform the obligations, of the "Senior Lender",
"Mortgage Lender" or any such similar term pursuant to each of the Mezzanine
Intercreditor Agreements, in each case, as assignee thereof. In its role as such
Senior Lender or Mortgage Lender, and for so long as any of the Certificates
(other than the Class R-I or Class R-II Certificates) are outstanding, the
Master Servicer shall not consent to the amendment of any Mezzanine
Intercreditor Agreement without the written consent of the Special Servicer.

            (l) Subject to the loan documents and applicable law, the Special
Servicer shall not consent to the foreclosure of any Mezzanine Loan other than
by a Permitted Mezzanine Loan Holder and shall not consent to the transfer of
any Mezzanine Loan except to a Permitted Mezzanine Loan Holder.

            (m) Notwithstanding any other provision in this Agreement, including
Section 3.08, no "due-on-sale" provision shall be triggered solely because of
the right, if any, of any holder of a Mezzanine Loan to foreclose upon the
equity in the related Borrower pursuant to the terms of the related Mezzanine
Loan and the related Mezzanine Intercreditor Agreement.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) The Master Servicer (solely as to Performing Loans) and the
Special Servicer (as to Specially Serviced Mortgage Loans) each may, consistent
with the Servicing Standard, agree to any modification, waiver or amendment of
any term of, forgive or defer the payment of interest (including, without
limitation, Default Interest and Excess Interest) on and principal of, forgive
late payment charges and Prepayment Premiums on, permit the release, addition or
substitution of collateral securing, and/or permit the release of the Mortgagor
on or any guarantor of any Mortgage Loan it is required to service and
administer hereunder without the consent of the Trustee or any
Certificateholder, subject, however, to Section 3.02, Section 3.08, Section 3.21
and Section 3.28 and each of the following limitations, conditions and
restrictions:

            (i) other than as provided in Sections 3.02, 3.08 and 3.20(g), the
      Master Servicer shall not agree to any modification, waiver or amendment
      of any term of, or take any of the other acts referenced in this Section
      3.20(a) with respect to, any Mortgage Loan, that would affect the amount
      or timing of any related payment of principal, interest or other amount
      payable under such Mortgage Loan or affect the security for such Mortgage
      Loan, unless the Master Servicer has obtained the consent of the Special
      Servicer (it being understood and agreed that (A) the Master Servicer
      shall promptly provide the Special Servicer with notice of any Mortgagor's
      request for such modification, waiver or amendment, the Master Servicer's
      recommendations and analysis, and with all information reasonably
      available to the Master Servicer that the Special Servicer may reasonably
      request to withhold or grant any such consent, each of which shall be
      provided reasonably promptly in accordance with the Servicing Standard,
      (B) the Special Servicer shall decide whether to withhold or grant such
      consent in accordance with the Servicing Standard and (C) if any such
      request has not been expressly responded to within [___] Business Days of
      the Special Servicer's receipt from the Master Servicer of the Master
      Servicer's recommendations and analysis and all information reasonably
      requested thereby and reasonably available to the Master Servicer, as such
      time period may be extended if the Special Servicer is required to seek
      the consent of the Directing Certificateholder, any mezzanine lender, or
      the Rating Agencies, to make an informed decision (or, if the Special
      Servicer did not request any information, within [___] Business Days from
      such notice), such consent shall be deemed to have been granted);

            (ii) other than as provided in Sections 3.02 and 3.08, the Special
      Servicer shall not agree to (or, in the case of a Performing Loan, consent
      to the Master Servicer's agreeing to) any modification, waiver or
      amendment of any term of, or take (or, in the case of a Performing Loan,
      consent to the Master Servicer's taking) any of the other acts referenced
      in this Section 3.20(a) with respect to, any Mortgage Loan that would
      affect the amount or timing of any related payment of principal, interest
      or other amount payable thereunder or, in the reasonable, good faith
      judgment of the Special Servicer, would add to, release, substitute for,
      or otherwise alter a material amount of the security for such Mortgage
      Loan, unless a material default on such Mortgage Loan has occurred or, in
      the reasonable, good faith judgment of the Special Servicer, a default in
      respect of payment on such Mortgage Loan is reasonably foreseeable, and
      such modification, waiver, amendment or other action is reasonably likely
      to produce a greater recovery to the Certificateholders on a net present
      value basis than would liquidation;

            (iii) the Special Servicer shall not extend (or, in the case of a
      Performing Loan, consent to the Master Servicer's extending) the date on
      which any Balloon Payment is scheduled to be due on any Mortgage Loan to a
      date beyond five years prior to the Rated Final Distribution Date of the
      Certificates;

            (iv) neither the Master Servicer nor the Special Servicer shall make
      or permit any modification, waiver or amendment of any term of, or take
      any of the other acts referenced in this Section 3.20(a) with respect to,
      any Mortgage Loan that would result in an Adverse REMIC Event with respect
      to either of REMIC I or REMIC II;

            (v) subject to applicable law, the related loan documents and the
      Servicing Standard, neither the Master Servicer nor the Special Servicer
      shall permit any modification, waiver or amendment of any term of any Loan
      unless all related fees and expenses are paid by the related Mortgagor;

            (vi) the Special Servicer shall not permit (or, in the case of a
      Performing Loan, consent to the Master Servicer's permitting) any
      Mortgagor to add or substitute any real estate collateral for its Mortgage
      Loan unless the Special Servicer shall have first determined in its
      reasonable, good faith judgment, based upon a Phase I Environmental
      Assessment (and any additional environmental testing that the Special
      Servicer deems necessary and prudent) conducted by an Independent Person
      who regularly conducts Phase I Environmental Assessments, at the expense
      of the Mortgagor, that such additional or substitute collateral is in
      compliance with applicable environmental laws and regulations and that
      there are no circumstances or conditions present with respect to such new
      collateral relating to the use, management or disposal of any Hazardous
      Materials for which investigation, testing, monitoring, containment,
      clean-up or remediation would be required under any then applicable
      environmental laws or regulations; and

            (vii) the Special Servicer shall not permit the release, including
      in connection with a substitution contemplated by clause (vi) above, any
      collateral securing an outstanding Mortgage Loan, except as provided in
      Section 3.09(d) or Section 3.26, or except where a Mortgage Loan is
      satisfied, or except in the case of a release where (A) either (1) the use
      of the collateral to be released will not, in the good faith and
      reasonable judgment of the Special Servicer, materially and adversely
      affect the net operating income being generated by or the use of the
      related Mortgaged Property, or (2) there is a corresponding principal pay
      down of such Mortgage Loan in an amount at least equal to the appraised
      value of the collateral to be released (or substitute collateral with an
      appraised value at least equal to that of the collateral to be released,
      is delivered), (B) the remaining Mortgaged Property (together with any
      substitute collateral) is, in the Special Servicer's good faith and
      reasonable judgment, adequate security for the remaining Mortgage Loan and
      (C) such release would not, in and of itself, result in an Adverse Rating
      Event with respect to any Class of Rated Certificates (as confirmed in
      writing to the Trustee by each Rating Agency);

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (vii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any
Mortgage Loan that either occurs automatically, or results from the exercise of
a unilateral option by the related Mortgagor within the meaning of Treasury
Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such
Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement
Mortgage Loan, on the related date of substitution); provided, further, that,
notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor
the Special Servicer shall be required to oppose the confirmation of a plan in
any bankruptcy or similar proceeding involving a Mortgagor if, in its
reasonable, good faith judgment, such opposition would not ultimately prevent
the confirmation of such plan or one substantially similar; provided, further,
that, notwithstanding clause (vii) above, neither the Master Servicer nor the
Special Servicer shall be required to obtain any confirmation of the Certificate
ratings from the Rating Agencies to grant, or to subordinate the lien of
Mortgage Loans to, easements that do not materially affect the use or value of a
Mortgaged Property or the Mortgagor's ability to make any payments with respect
to the related Mortgage Loan.

            Notwithstanding anything to the contrary herein, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
that is not in default or as to which default is not reasonably foreseeable if
it provides the Trustee with an Opinion of Counsel (at the expense of the
related Mortgagor or such other Person requesting such modification or, if such
expense cannot be collected from the related Mortgagor or such other Person, to
be paid by the Master Servicer as a Servicing Advance) to the effect that the
contemplated waiver, modification or amendment (i) will not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event or Adverse
Grantor Trust Event.

            (b) Neither the Master Servicer nor the Special Servicer shall have
any liability to the Trust, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.20(a) is reasonably likely to produce a greater
recovery to Certificateholders on a net present value basis than would
liquidation, should prove to be wrong or incorrect, so long as the analysis and
determination were made on a reasonable basis by the Special Servicer or the
Master Servicer, as applicable, consistent with the Servicing Standard. Each
such determination shall be evidenced by an Officer's Certificate to such effect
to be delivered by the Special Servicer to the Trustee and the Directing
Certificateholder. The Special Servicer shall include with any such Officer's
Certificate the supporting documentation forming the basis for its conclusion.

            (c) Any payment of interest that is deferred pursuant to Section
3.20(a) shall not, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized.

            (d) The Master Servicer (as to Performing Loans) and the Special
Servicer (as to Specially Serviced Mortgage Loans) each may, as a condition to
its granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within the
Master Servicer's or Special Servicer's, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan
and is permitted by the terms of this Agreement, require that such Mortgagor pay
to it, as additional servicing compensation, a reasonable fee relating to such
consent, modification, waiver or indulgence (not to exceed [___]% of the unpaid
principal balance of the related Mortgage Loan) for the additional services
performed in connection with such request, together with any related costs and
expenses incurred by it; provided that the charging of such fees would not
otherwise constitute a "significant modification" of the Mortgage Loan pursuant
to Treasury Regulations Section 1.860G-2(b). All such fees collected by the
Master Servicer and/or the Special Servicer shall be allocable between such
parties, as Additional Master Servicing Compensation and Additional Special
Servicing Compensation, respectively, as provided in Section 3.11.

            (e) All modifications, waivers, amendments and other actions entered
into or taken in respect of the Mortgage Loans pursuant to the preceding
subsections of this Section 3.20 shall be in writing. Each of the Master
Servicer and the Special Servicer shall notify the other such party, the
Trustee, the Directing Certificateholder, in writing, of any modification,
waiver, amendment or other action entered into or taken in respect of any
Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit into the related
Mortgage File (with a copy to the other such party), an original counterpart of
the agreement relating to such modification, waiver, amendment or other action,
promptly (and in any event within [___] Business Days) following the execution
thereof. In addition, following the execution of any modification, waiver or
amendment agreed to by the Special Servicer pursuant to Section 3.20(a) above,
the Special Servicer shall deliver to the Master Servicer and the Trustee an
Officer's Certificate setting forth in reasonable detail the basis of the
determination made by it pursuant to clause (ii) of Section 3.20(a).

            (f) With respect to any ARD Loan after its Anticipated Repayment
Date, the Master Servicer shall be permitted to waive all or any accrued Excess
Interest if, prior to the related maturity date, the related Mortgagor has
requested the right to prepay the Mortgage Loan in full together with all
payments required by the Mortgage Loan in connection with such prepayment except
for all or a portion of accrued Excess Interest; provided that the Master
Servicer's determination to waive the right to such accrued Excess Interest is
reasonably likely to produce a greater payment to Certificateholders on a net
present value basis than a refusal to waive the right to such Excess Interest.
Any such waiver shall not be effective until such payment is tendered. The
Master Servicer shall have no liability to the Trust, the Certificateholders or
any other person so long as such determination is based on such criteria.
Notwithstanding anything contained in this Agreement to the foregoing, the
Master Servicer shall be required to seek the consent of the Directing
Certificateholder prior to waiving any Excess Interest. The Directing
Certificateholder's consent to a waiver shall be deemed granted if the Directing
Certificateholder fails to respond to such request within [___] Business Days of
its receipt of such request. Except as permitted in Section 3.20(a), the Special
Servicer shall have no right to waive the payment of Excess Interest.

            (g) The Master Servicer shall not be required to seek the consent of
the Special Servicer or any Certificateholder or obtain any confirmation of the
Certificate ratings from the Rating Agencies to approve the following
modifications, waivers or amendments of the Mortgage Loans: (i) waivers of minor
covenant defaults (other than financial covenants), including late financial
statements; (ii) releases of (A) non-material parcels of a Mortgaged Property
subject to condemnation; (B) parcels of a Mortgaged Property not given any value
in the underwriting of the Mortgage Loan; or (C) similar non-material parcels of
a Mortgaged Property; and (iii) grants of easements or subordinations of the
lien of Mortgage Loans to easements that do not materially affect the use or
value of a Mortgaged Property or a borrower's ability to make any payments with
respect to the related Mortgage Loan; provided that any such modification,
waiver or amendment (w) would not in any way affect a payment term of the
Certificates, (x) would not constitute a "significant modification" of such
Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event or Adverse Grantor Trust Event (y)
agreeing to such modification, waiver or amendment would be consistent with the
Servicing Standard, and (z) agreeing to such modification, waiver or amendment
shall not violate the terms, provisions or limitations of this Agreement or any
other document contemplated hereby.

            (h) In connection with granting an extension of the maturity date of
any Mortgage Loan in accordance with Section 3.20(a), the Special Servicer, in
the case of a Specially Serviced Mortgage Loan, and the Master Servicer, in the
case of a Performing Loan, shall each cause the related Mortgagor to agree, if
it has not already done so pursuant to the existing loan documents, to
thereafter deliver to the Special Servicer, the Trustee, the Directing
Certificateholder, audited operating statements on a quarterly basis with
respect to the related Mortgaged Property; provided that the Special Servicer or
the Master Servicer, as the case may be, may, in its sole discretion, waive the
requirement that such statements be audited.

            (i) If the Master Servicer or the Special Servicer collects a
modification fee or a modification application fee in connection with a
modification or proposed modification of a Mortgage Loan, then the Master
Servicer or the Special Servicer, as applicable, will apply that fee to cover
the costs and expenses associated with that modification or proposed
modification that are not otherwise paid by the related Mortgagor and that would
otherwise be payable or reimbursable out of the Trust Fund, including any Rating
Agency fees and expenses. Any remaining portion of such modification fee (such
remaining portion, a "Net Modification Fee") or of such modification application
fee (such remaining portion, a "Net Modification Application Fee") will be
applied as additional compensation to the Master Servicer or the Special
Servicer in accordance with Section 3.11.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status Report; Directing
Certificateholder.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Master Servicer shall immediately give
notice thereof to the Directing Certificateholder, and deliver the related
Servicing File to the Special Servicer and shall use its best efforts to provide
the Special Servicer with all information, documents (or copies thereof) and
records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to the Mortgage Loan and reasonably requested by
the Special Servicer to enable it to assume its functions hereunder with respect
thereto without acting through a Sub-Servicer. Notwithstanding anything in
Section 2.01(b) or any other provision of this Agreement to the contrary, the
copying and delivery of such documents, instruments, items, records and
information shall not be at the expense of the Special Servicer. At its option,
although its Sub-Servicing Agreement is terminated, the related Sub-Servicer,
without any compensation therefor, may retain Mortgage Loans on its computer
systems while such Mortgage Loans are Specially Serviced Mortgage Loans;
provided that no Sub-Servicer shall take any action with respect thereto so long
as such Mortgage Loan is a Specially Serviced Mortgage Loan; provided that the
Master Servicer shall assume all the Master Servicing duties with respect to
such Mortgage Loan as provided in the second succeeding paragraph. The Master
Servicer shall use its best efforts to comply with the third preceding sentence
within [___] Business Days of the occurrence of each related Servicing Transfer
Event. The Master Servicer shall deliver to each Holder of a Non-Registered
Certificate (other than the Class R-I or Class R-II Certificate) that shall have
requested a copy of any such notice a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the Special Servicer pursuant
to this Section. No later than [___] Business Days before the Master Servicer is
required to deliver a copy of the related Servicing File to the Special
Servicer, it shall review the Servicing File and request from the Trustee any
material documents that it is aware are missing from the Servicing File. If the
related Sub-Servicer elects not to retain Specially Serviced Mortgage Loans on
its computer systems, then such Sub-Servicer shall return all Mortgage Files to
the Master Servicer.

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan, the Special Servicer shall promptly give notice
thereof to the Master Servicer and to the Directing Certificateholder, and
return the related Servicing File to the Master Servicer within [___] Business
Days and upon giving such notice and returning such Servicing File, to the
Master Servicer, the Special Servicer's obligation to service such Mortgage
Loan, and the Special Servicer's right to receive the Special Servicing Fee with
respect to such Mortgage Loan, shall terminate, and the obligations of the
Master Servicer to service and administer such Mortgage Loan shall resume.

            Notwithstanding other provisions in this Agreement to the contrary,
the Master Servicer shall remain responsible for the accounting, data
collection, reporting and other basic Master Servicer administrative functions
with respect to the Specially Serviced Mortgage Loans; provided that the Master
Servicer shall establish reasonable procedures as to the application of Special
Servicer receipts and tendered payments, and the Special Servicer shall have the
exclusive responsibility for and authority over all contacts (including
collection, which information shall be provided by the Master Servicer) with and
notices to Mortgagors and similar matters relating to each Specially Serviced
Mortgage Loan and the related Mortgaged Property.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee the originals, of documents contemplated
by the definition of "Mortgage File" and generated while such Mortgage Loan is a
Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and provide to the
Master Servicer copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor generated while such
Mortgage Loan is a Specially Serviced Mortgage Loan.

            (c) Notwithstanding anything in this Agreement to the contrary, in
the event that the Master Servicer and the Special Servicer are the same Person,
all notices, certificates, information, consents and documents required to be
given or delivered by the Master Servicer to the Special Servicer or vice versa
shall be deemed to be given or delivered, as the case may be, without the
necessity of any action on such Person's part.

            (d) No later than [__] days after the date the servicing of a
Mortgage Loan is transferred from the Master Servicer to the Special Servicer
pursuant to the terms of this Agreement, the Special Servicer shall deliver to
each Rating Agency, the Master Servicer, the Trustee, and the Directing
Certificateholder a report (the "Asset Status Report") with respect to such
Mortgage 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 Mortgage Loan
      and any negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer (including without limitation by
      reason of any Phase I Environmental Assessment and any additional
      environmental testing contemplated by Section 3.09), consistent with the
      Servicing Standard, that are applicable to the exercise of remedies set
      forth herein and to the enforcement of any related guaranties or other
      collateral for the related Mortgage 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 Special Servicer's recommendations on how such Specially
      Serviced Mortgage Loan might be returned to performing status and returned
      to the Master Servicer for regular servicing or otherwise realized upon;

            (v) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof (which the Special Servicer
      may satisfy by providing a copy of the last obtained Appraisal); and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            If within [__] Business Days of receiving an Asset Status Report
related to a Mortgage Loan, 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, the Servicing Standard or the terms of the applicable loan documents;
provided, further that if the Special Servicer determines that the failure to
take any action set forth in such Asset Status Report would violate the
Servicing Standard, the Special Servicer may implement the recommended action
outlined in such Asset Status Report without waiting for the response of the
Directing Certificateholder. If the Directing Certificateholder disapproves such
Asset Status Report, the Special Servicer will revise such Asset Status Report
and deliver to the Directing Certificateholder, the Rating Agencies, the Trustee
and the Master Servicer a new Asset Status Report as soon as practicable, but no
later than [__] days after such disapproval. The Special Servicer shall revise
such Asset Status Report as described above in this Section 3.21(d) until the
earlier of (x) the delivery by the Directing Certificateholder of an affirmative
approval in writing of such revised Asset Status Report, (y) the failure of
Directing Certificateholder to disapprove such revised Asset Status Report in
writing within [___] Business Days of its receipt thereof; or (z) the passage of
[__] days from the date of preparation of the initial version of the Asset
Status Report. Following the earliest of such events, and subject to the terms
of Section 3.20, the Special Servicer shall implement the recommended action as
outlined in the most recent version of such Asset Status Report (provided that
the Special Servicer shall not take any action that is contrary to applicable
law or the terms of the applicable loan documents or that violates the Servicing
Standard or fail to take any action, if the failure to take such action would
violate the Servicing Standard). The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement the new
action in such revised report so long as such revised report has been prepared,
reviewed and either approved or not rejected as provided above. For the
avoidance of doubt, any action to be taken (or not taken) by the Special
Servicer with respect to an Asset Status Report must be in all respects
consistent with the Servicing Standard and applicable law. The Special Servicer
shall have the authority to meet with the Mortgagor for any Specially Serviced
Mortgage 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 to act in accordance with the Servicing Standard.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its obligations hereunder; provided that, in each case, the
Sub-Servicing Agreement: (i) insofar as it affects the Trust is consistent with
this Agreement in all material respects; (ii) expressly or effectively provides
that if the Master Servicer or Special Servicer, as the case may be, shall for
any reason no longer act in such capacity hereunder (including, without
limitation, by reason of an Event of Default), any successor to the Master
Servicer or the Special Servicer, as the case may be, hereunder (including the
Trustee if the Trustee has become such successor pursuant to Section 7.02) may
thereupon either assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of the Master Servicer or Special
Servicer, as the case may be, under such agreement or, except with respect to
those Sub-Servicing Agreements listed on Schedule II and subject to the
provisions of Section 3.22(d), terminate such rights and obligations; (iii) in
the case of a Sub-Servicing Agreement entered into by the Master Servicer,
expressly or effectively provides that such agreement shall be suspended with
respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Mortgage Loan; (iv) in the case of a Sub-Servicing
Agreement entered into by the Special Servicer, relates only to Specially
Serviced Mortgage Loans or REO Properties and expressly or effectively provides
that such agreement shall terminate with respect to any such Mortgage Loan that
becomes a Corrected Mortgage Loan; (v) in the case of a Sub-Servicing Agreement
entered into by the Master Servicer, provides that the related Sub-Servicer
shall comply with all reasonable requests for additional information made by the
Master Servicer (provided, however, that the related Sub-Servicer shall not be
required to furnish the same information to the Master Servicer more than once)
and, further, provides that the failure of the related Sub-Servicer to furnish
the Master Servicer on a timely basis with any required reports, statements or
other information, including without limitation, the reports referred to in
Section 3.12(a), either (A) shall permit the Master Servicer to make necessary
inquiries of the related borrower directly or (B) shall (subject to a cure
period not to exceed [___] days) constitute an event of default thereunder for
which the Master Servicer may terminate such Sub-Servicer without payment of any
termination fee (it being understood that notwithstanding anything to the
contrary in this clause (v), the obligations of a Sub-Servicer in respect of the
second sentence of Section 3.12(b) may be limited to the provision of reports as
agreed between the Master Servicer and such Sub-Servicer and response to
reasonable inquiries from the Master Servicer with respect thereto); (vi)
subject to Section 3.08 and Section 3.21(e), does not authorize any Sub-Servicer
to approve a modification or assumption of any Mortgage Loan without the
approval of the Master Servicer (in the case of Performing Loans) or of the
Special Servicer (in the case of Specially Serviced Mortgage Loans) or
authorizes the Sub-Servicer to foreclose any Mortgage Loan without the approval
of the Special Servicer; (vii) imposes no liability whatsoever on the Trustee or
the Certificateholders with respect to anything contained therein; and (viii)
provides that the Master Servicer shall pay the fees of any Sub-Servicer
retained by the Master Servicer from its own funds, and the Special Servicer
will pay the fees of any Sub-Servicer retained by the Special Servicer from its
own funds, in accordance with the respective Sub-Servicing Agreement. References
in this Agreement to actions taken or to be taken by the Master Servicer or the
Special Servicer, as the case may be, include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of the Master Servicer hereunder to make
Advances shall be deemed to have been advanced by the Master Servicer out of its
own funds and, accordingly, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.11(g) and/or
Section 4.03(d), such interest to be allocable between the Master Servicer and
such Sub-Servicer as they may agree. For purposes of this Agreement, the Master
Servicer and the Special Servicer each shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other such party, the
Trustee, and the Depositor in writing promptly of the appointment by it of any
Sub-Servicer, and 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.

            (b) Each Sub-Servicer actually performing servicing functions (i)
shall be authorized to transact business in the state or states in which the
Mortgaged Properties for the Mortgage Loans it is to service are situated, if
and to the extent required by applicable law, and (ii) to the extent
sub-servicing multifamily loans, shall be an approved conventional
seller/servicer of multifamily mortgage loans for Freddie Mac or Fannie Mae or a
HUD-Approved Servicer.

            (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust each monitor the performance and enforce the
obligations of its Sub-Servicers under the related Sub-Servicing Agreements.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the terms of this Agreement, 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 Master Servicer or the Special Servicer, as the case may
be, in its reasonable business judgment, would require were it the owner of the
Mortgage Loans. Promptly upon becoming aware of a default under any
Sub-Servicing Agreement to which it is a party, the Master Servicer or the
Special Servicer, as the case may be, shall notify each of the other parties
hereto and the Trustee, and then the Trustee shall provide a copy of such notice
to the Directing Certificateholder and, in accordance with Section 8.12(b),
shall, upon request, provide a copy of such notice to each Holder of a
Non-Registered Certificate (other than the Class R-I or Class R-II Certificates)
of any such default.

            (d) With respect to the Sub-Servicing Agreements in effect as of the
Closing Date that are listed on Schedule II, the initial Master Servicer hereby
agrees that it shall not, in its capacity as Master Servicer, terminate any
Sub-Servicer thereunder without cause as specified in such Sub-Servicing
Agreements. In the event of the resignation, removal or other termination of the
initial Master Servicer (or any successor Master Servicer) hereunder for any
reason, the successor to the initial Master Servicer (or to such successor
Master Servicer) shall elect, with respect to any Sub-Servicing Agreement
existing at the time of such termination (i) to assume the rights and
obligations of the predecessor Master Servicer under such Sub-Servicing
Agreement and continue the sub-servicing arrangements thereunder on the same
terms (including without limitation the obligation to pay the same sub-servicing
fee), (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer
and on such terms as the new Master Servicer and such Sub-Servicer shall
mutually agree (it being understood that such Sub-Servicer is under no
obligation to accept any such new Sub-Servicing Agreement or to enter into or
continue negotiations with the new Master Servicer) or (iii) except with respect
to those Sub-Servicing Agreements listed on Schedule II, which may only be
terminated for cause, to terminate such Sub-Servicing Agreement without cause;
provided that such Sub-Servicing Agreements have events of default that are
similar to the Events of Default set forth in Section 7.01. Nothing in the
foregoing provisions of this Section 3.22(d) shall limit the ability of the
initial or a successor Master Servicer to terminate a Sub-Servicer at any time
for cause as specified in such Sub-Servicing Agreements; provided, however, that
the parties hereto understand and agree that the refusal or failure of a
Sub-Servicer to enter into or continue negotiations with a successor Master
Servicer concerning a new Sub-Servicing Agreement shall not constitute cause for
termination. References in this Section 3.22(d) to Master Servicer, successor
Master Servicer or subsequent successor Master Servicer shall mean the Trustee,
if it is then Master Servicer, successor Master Servicer or subsequent Master
Servicer pursuant to the operation of Section 7.02.

            (e) In the event the Trustee or its designee assumes the rights and
obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement, the Master Servicer or the Special Servicer, as the
case may be, at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use its best efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (f) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall each 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 Mortgage Loans for which it is responsible.

            (g) Notwithstanding anything to the contrary set forth herein, any
account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with the Master Servicer shall for all purposes under this Agreement
be deemed to be an account established and maintained by the Master Servicer.

            (h) Each Sub-Servicer pursuant to its related Sub-Servicing
Agreement shall retain the original of any letter of credit that has been issued
in connection with any Mortgage Loan that it sub-services pursuant to such
agreement on behalf of the Master Servicer for the benefit of the
Certificateholders; provided that it shall provide a copy of such letter of
credit to the Master Servicer.

            (i) Notwithstanding the foregoing, to the extent the Master Servicer
or the Special Servicer engages any affiliate or third party vendor, including
any Subservicer, in connection with the performance of any of its duties under
this Agreement, the Servicer shall immediately notify the Depositor in writing
of such engagement. To the extent the Depositor notifies the Servicer that it
has determined that any such affiliate, third party vendor or Subservicer is
participating in the servicing function with respect to the Mortgage Loans,
within the meaning of Item 1122 of Regulation AB, the Master Servicer or the
Special Servicer, as applicable, shall cause such affiliate, third party vendor
or Subservicer, as the case may be, to prepare a separate assessment and
attestation report, as contemplated by Section 3.14 of this Agreement and
deliver such report to the Trustee as set forth in Section [___] of this
Agreement. In addition, to the extent the Depositor notifies the Master Servicer
or the Special Servicer that it has determined that any such affiliate, third
party vendor or Subservicer would be a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i) through (iii)
of Regulation AB, the Master Servicer or Special Servicer, as applicable, shall
cause such affiliate, third party vendor or Subservicer, as the case may be, to
prepare a separate compliance statement as contemplated by Section 3.18 of this
Agreement and deliver such statement to the Trustee as set forth in Section
[___] of this Agreement. In addition, if the Depositor determines any such
affiliate, third party vendor or Subservicer would be a "servicer" within the
meaning of Item 1101 of Regulation AB, the Servicer shall cause such affiliate
or third party vendor to provide the Depositor and the Trustee the information
to the extent required by Section 1108(b) and 1108(c) of Regulation AB within
two Business Days following such engagement.

            Section 3.23 Designation of the Special Servicer by the Majority
Certificateholder of the Controlling Class.

            (a) The Majority Certificateholder of the Controlling Class may at
any time and from time to time terminate (with or without cause) and replace any
existing Special Servicer or any Special Servicer that has resigned or otherwise
ceased to serve as Special Servicer. Such Majority Certificateholder shall so
designate a Person to so serve by the delivery to the Trustee of a written
notice stating such designation. The Trustee shall, promptly after receiving any
such notice, so notify the Rating Agencies. The designated Person shall become
the Special Servicer as of the date the Trustee shall have received: (i) written
confirmation from each Rating Agency stating that if the designated Person were
to serve as Special Servicer hereunder, none of the then current ratings
assigned by such Rating Agency to the respective Classes of the Certificates
would be downgraded, qualified (if applicable) or withdrawn as a result thereof;
(ii) a written acceptance of all obligations of the Special Servicer under this
Agreement, executed by the designated Person; and (iii) an Opinion of Counsel
(at the expense of the Person designated to become the Special Servicer) to the
effect that the designation of such Person to serve as Special Servicer is in
compliance with this Section 3.23, that upon the execution and delivery of the
written acceptance referred to in the immediately preceding clause (ii), the
designated Person shall be bound by the terms of this Agreement and that this
Agreement shall be enforceable against the designated Person in accordance with
its terms. The existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the terminated or resigned, as
applicable, Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation, whether in respect of Servicing Advances or otherwise,
(ii) it shall be entitled to certain Workout Fees thereafter received to the
extent permitted by Section 3.11(c), and (iii) it and its directors, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03, notwithstanding any such termination or resignation. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of its responsibilities and rights
hereunder, including, without limitation, the transfer within [___] Business
Days to the replacement Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the terminated
Special Servicer to the REO Account or delivered to the Master Servicer or that
are thereafter received by the terminated Special Servicer with respect to
Specially Serviced Mortgage Loans and REO Properties and the execution and
delivery of such documents acknowledging its termination as Special Servicer as
may be required by any Rating Agency. If the Special Servicer is terminated
without cause, the Majority Certificateholder of the Controlling Class shall be
responsible for paying any costs associated with such replacement, including the
reasonable costs of any servicing transfer.

            (b) The predecessor Special Servicer and successor Special Servicer
shall notify the Depositor and the Trustee of any appointment contemplated by
this Section 3.23 at least [___] Business Days prior to the effective date
thereof and shall provide the Depositor and the Trustee with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.

            (c) The terminated Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such termination, whether in respect of Servicing Advances
or otherwise, (ii) it shall be entitled to certain Workout Fees thereafter
received to the extent permitted by Section 3.11(c), and (iii) it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of its responsibilities and rights
hereunder, including, without limitation, the transfer within [___] Business
Days to the replacement Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the terminated
Special Servicer to the REO Account or delivered to the Master Servicer or that
are thereafter received by the terminated Special Servicer with respect to
Specially Serviced Mortgage Loans and REO Properties and the execution and
delivery of such documents acknowledging its termination as Special Servicer as
may be required by any Rating Agency.

            Section 3.24 Confidentiality.

            Notwithstanding any terms to the contrary in Section 3.19(a), the
Master Servicer and the Special Servicer will use reasonable efforts to keep
confidential and not disclose to any Person other than each other, the
Depositor, the Trustee, a Controlling Class Certificateholder, the Sub-Servicer
(with respect to any Mortgage Loans it is sub-servicing), a Borrower (with
respect to the related Mortgage Loan), any Certificateholder, and the Rating
Agencies, any information that it obtains in its capacity as Master Servicer or
Special Servicer with respect to the Mortgage Loans or any related Mortgagor
including, without limitation, credit information with respect to any such
Mortgagor (collectively, "Confidential Information"), except (i) any officers,
directors and employees of the Master Servicer or Special Servicer (or any
officers, directors and employees of any Affiliates of the Master Servicer or
Special Servicer); (ii) auditors of the Master Servicer or the Special Servicer
and any agents, financial or tax advisors, attorneys, accountants and
professional consultants retained by the Master Servicer or the Special Servicer
in connection with the transactions contemplated by this Agreement that have
been informed of the confidential nature of the information provided to them;
(iii) the Mortgage Loan Seller with respect to information relating to the
Mortgage Loans transferred into the Trust by the Mortgage Loan Seller; (iv) a
potential purchaser of servicing rights hereunder that has agreed to keep such
information confidential; (v) to the extent the Master Servicer or Special
Servicer deems such disclosure to be reasonably necessary in carrying out its
duties pursuant to this Agreement or any Sub-Servicing Agreement; (vi) to the
extent such information is publicly available or otherwise available from
sources unrelated to this transaction; (vii) to the extent such disclosure is
required by law or court order or is demanded pursuant to a subpoena or is
requested by its regulator; (viii) to the extent such information is required to
be delivered to third parties (including, without limitation, property
inspectors, tax service companies, insurance carriers, and data systems vendors)
in connection with the performance of the Master Servicer's or the Special
Servicer's obligations hereunder; or (ix) to the extent the Depositor consents
in writing to such disclosure. For purposes of this paragraph, the terms "Master
Servicer" and "Special Servicer" shall mean the divisions or departments of such
corporate entities involved in providing services hereunder and their respective
officers, directors and employees. Notwithstanding anything in this Section 3.24
to the contrary, the Master Servicer, and any Sub-Servicer with the prior
written permission of the Master Servicer, may disseminate pool-wide and general
statistical information relating to the Mortgage Loans and the Mortgage Loan
portfolio being serviced (as to any Sub-Servicer, limited to its own
sub-serviced portfolio), so long as no Mortgagors are identified.

            Section 3.25 No Solicitation of Prepayments.

            Neither the Master Servicer nor the Special Servicer shall solicit
or permit any Affiliate to solicit, either directly or indirectly, prepayments
from any Mortgagors under the Mortgage Loans; provided, however, that the
foregoing restriction shall not be interpreted to prohibit such solicitation by
a division or department of, or an Affiliate of, the Master Servicer or the
Special Servicer, or otherwise by a division or department of, or an Affiliate
of, the Master Servicer or the Special Servicer if such solicitation occurs
incidentally in the normal course of business and such solicitation is not
conducted, in whole or in part, (i) by an individual engaged at any time in
activities relating to the servicing of Mortgage Loans or (ii) based upon or
otherwise with the benefit of information or documentation relating to the
Certificates obtained by or through the business unit within the Master Servicer
or Special Servicer responsible for servicing the Mortgage Loans, including
without limitation any listing of the Mortgage Loans or related Mortgagors or
Mortgaged Properties. Each Sub-Servicing Agreement shall contain a provision
identical to the foregoing with respect to the related Sub-Servicer.

            Section 3.26 Certain Matters with Respect to Mortgage Loans
Permitting Defeasance, Franchise Mortgage Loans and Certain Mortgage Loans
Permitting Additional Debt.

            (a) With respect to each Mortgage Loan as to which the Master
Servicer shall have the discretion pursuant to the terms thereof to require the
related Mortgagor to post defeasance collateral consisting of U.S. government
securities, within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under
the Mortgage Note when due in lieu of making a permitted prepayment, the Master
Servicer shall so require defeasance; provided such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8). The Master Servicer may accept as
defeasance collateral any "government security," within the meaning of Treasury
Regulations Section 1.860G-(2)(a)(8)(i), notwithstanding any more restrictive
requirements in the Mortgage.

            (b) The Master Servicer shall require, as a condition to the
exercise by the Mortgagor of any defeasance rights, that the Mortgagor pay any
costs and expenses associated with such exercise.

            (c) To the extent that the terms of a Mortgage permit defeasance,
the Master Servicer shall require the related Mortgagor to deliver a
certification from the Mortgagor's independent certified public accountants as
to the sufficiency of the related U.S. government securities, and provide a copy
of such certification to each Rating Agency and the Directing Certificateholder.

            (d) To the extent that the terms of a Mortgage permit defeasance,
the Master Servicer shall not approve the form and substance of any required
legal documents in connection with such defeasance unless (i) to the extent that
the outstanding principal balance of a Mortgage Loan is $[________] or more, or
constitutes [___]% or more of the then current principal balance of the Mortgage
Pool or such Mortgage Loan comprises at the time one of the ten largest Mortgage
Loans (by outstanding principal balance) in the Mortgage Pool, Moody's and S&P
each shall have confirmed to it in writing that such defeasance will not result
in the withdrawal, downgrade or qualification (if applicable) of the rating of
any Class of Certificates, (ii) it shall have obtained an Opinion of Counsel
that the defeasance complies with applicable REMIC Provisions; and (iii) it
shall have obtained an accountant's certification that the defeasance collateral
is sufficient to make payments under the related Mortgage Loan for the remainder
of its term. In the case of the defeasance of any Mortgage Loan that does not
require a Rating Agency confirmation pursuant to the immediately preceding
clause (i), the Master Servicer must provide to S&P after completion of the
defeasance a certification substantially in the form of Exhibit J hereto.

            (e) With respect to each Mortgage Loan that provides for defeasance,
to the extent permitted by the terms of such Mortgage Loan, or if so requested
by the Rating Agencies, the Master Servicer shall use its best efforts to have
the related Mortgagor (i) designate a Single-Purpose-Entity (if the borrower no
longer complies) to assume the Mortgage Loan and own the collateral and (ii)
provide an opinion from counsel that the Trustee has a perfected security
interest in the new collateral.

            (f) To the extent that (i) the outstanding principal balance of a
Mortgage Loan is $[________] or more or constitutes [___]% or more of the then
current principal balance of the Mortgage Pool, and (ii) the terms of the
related loan documents require the consent of the lender in order for the
related Mortgagor to change the manager of the related Mortgaged Property, the
Master Servicer shall not so consent to such a change in management unless it
has received (a) the prior consent of the Special Servicer, which will be deemed
given if such party has not responded within [___] Business Days (as such period
may be extended herein if the consent of the Directing Certificateholder is
required hereunder) following delivery of request for consent together with any
information reasonably necessary to make a decision and (b) a written
confirmation from each Rating Agency such a change in management, if effected,
would not result in the withdrawal, downgrade or qualification (if applicable)
of the rating of any Class of Certificates.

            (g) Notwithstanding anything contained in this Section 3.26 the
Master Servicer will disregard any objection of the Directing Certificateholder,
as applicable, that would result in a Prohibited Action.

            Section 3.27 Application of Default Charges.

            (a) Any and all Default Charges that are actually received by or on
behalf of the Trust with respect to the Mortgage Pool, shall be applied for the
following purposes and in the following order, in each case to the extent of the
remaining portion of such Default Charges: [Specify application of Default
Charges.]

            Section 3.28 Matters Relating to Certain Mortgage Loans.

            (a) [Insert any unique servicing issues with respect to a particular
Mortgage Loan].

                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

            Section 4.01 Distributions.

            (a) (i) On each Distribution Date, amounts held in the REMIC I
Distribution Account shall be withdrawn or deemed to be withdrawn (to the extent
of the Available Distribution Amount, the "REMIC I Distribution Amount") in the
case of all Classes of REMIC I Regular Interests and distributed or deemed to be
distributed on the REMIC I Regular Interests as set forth in Section 4.01(a)(ii)
and distributed on the Class R-I Certificates as set forth in Section
4.01(a)(iii). Thereafter, until distributed to the Certificateholders, such
amounts shall be considered to be held in the REMIC II Distribution Account.

            (i) Principal and interest amounts, reimbursement of Realized Losses
      and Additional Trust Fund Expenses and timing of distributions on each
      REMIC I Regular Interest will be identical to such amounts, reimbursements
      and timing on the related Corresponding Certificates; except that, solely
      for this purpose, all calculations of interest with respect to the
      Corresponding REMIC I Regular Interests shall be made as though the Class
      A, Class B and Class C Certificate Pass-Through Rates were equal to the
      Weighted Average Adjusted Net Mortgage Rate [and as though the Class X
      Notional Amount were zero at all times] and such that the amounts and
      timing of interest distributions on each Corresponding REMIC I Regular
      Interest represent the aggregate of the corresponding amounts on each
      Class of Corresponding Certificates [and its related Component of the
      Class X Certificates]; provided that [(A)] interest shall be deemed
      distributed on such REMIC I Regular Interest only in the same priority and
      to the extent actually distributable on such related Class of
      Corresponding Certificates (and pro rata among such REMIC I Regular
      Interests corresponding to a related Class of Corresponding Certificates)
      or related Component [and (B) interest distributable on the Class X
      Certificates shall be distributable pro rata among the related
      Components].

            (ii) Any amount that remains in the REMIC I Distribution Account on
      each Distribution Date after distribution of the REMIC I Distribution
      Amount and Prepayment Premiums allocable to the REMIC I Regular Interests
      pursuant to Section 4.01(c)(iv) shall be distributed to the Holders of the
      Class R-I Certificates (but only to the extent of the Available
      Distribution Amount for such Distribution Date remaining in the REMIC I
      Distribution Account, if any).

            (b) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Trustee shall transfer or be
deemed to transfer the REMIC I Distribution Amount from the REMIC I Distribution
Account to the REMIC II Distribution Account in the amounts set forth in Section
4.01(a)(ii) with respect to each Class of REMIC I Regular Interest, and
immediately thereafter, shall make distributions thereof from the REMIC II
Distribution Account to the REMIC II Regular Certificates in the order of
priority set forth in clauses (i) through (xlix) below, satisfying in full, to
the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:

            (i) concurrently, to distributions of interest to the Holders of the
      Class A [and Class X] Certificates, up to an amount equal to[, and pro
      rata as among such Classes in accordance with,] all Distributable
      Certificate Interest in respect of each such Class of Certificates for
      such Distribution Date and, to the extent not previously paid, for all
      prior Distribution Dates, if any;

            (ii) to distributions of principal to the Holders of the Class A
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (iii) to distributions to the Holders of the Class A Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class A Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (iv) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (v) if the Class Principal Balances of the Class A Certificates have
      been reduced to zero, to distributions of principal to the Holders of the
      Class B Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class B Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire remaining Principal Distribution
      Amount for such Distribution Date;

            (vi) to distributions to the Holders of the Class B Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class B Certificates and that remain
      unreimbursed immediately prior to such Distribution Date;

            (vii) to distributions of interest to the Holders of the Class C
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (viii) if the Class Principal Balances of the Class A and Class B
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class C Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class C Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire remaining
      Principal Distribution Amount for such Distribution Date;

            (ix) to distributions to the Holders of the Class C Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, that were previously allocated to
      the Class Principal Balance of the Class C Certificates and that remain
      unreimbursed immediately prior to such Distribution Date; and

            (x) to distributions to the Holders of the Class R-II Certificates,
      in the amount remaining in the REMIC II Distribution Account for such
      Distribution Date remaining after the distributions to be made on such
      Distribution Date pursuant to clauses (i) through (ix) above;

provided that, on each Distribution Date coinciding with or following the Senior
Principal Distribution Cross Over Date, and in any event on the Final
Distribution Date, the payments of principal to be made pursuant to clause (ii)
above, will be so made to the Holders of Class A Certificates, subject to
available funds, up to an amount equal to the respective then outstanding Class
Principal Balance of such Class, and without regard to the Principal
Distribution Amount for such date; provided, further, that, on the Final
Distribution Date, the payments of principal to be made pursuant to any of
clauses (v) and (viii) above with respect to any Class of Sequential Pay
Certificates, will be so made to the Holders thereof, subject to available
funds, up to an amount equal to the entire then outstanding Class Principal
Balance of such Class of Certificates, and without regard to the Principal
Distribution Amount for such date. References to "remaining Principal
Distribution Amount" in any of clauses (v) and (viii) above, in connection with
the payments of principal to be made to the Holders of any Class of Sequential
Pay Certificates, shall be to the Principal Distribution Amount for such
Distribution Date, net of any payments of principal made in respect thereof to
the Holders of each other Class of Sequential Pay Certificates that has a higher
Payment Priority.

            [All distributions of interest made in respect of the Class X
Certificates on any Distribution Date pursuant to clause (i) above, shall be
deemed to have been made in respect of all the Components of such Class, pro
rata in accordance with the respective amounts of interest that would be payable
on such Components on such Distribution Date based on the Class X Strip Rate of
such Component multiplied by its Component Notional Amount, less an allocable
portion of any Prepayment Interest Shortfall, together with any amounts thereof
remaining unpaid from previous Distribution Dates.]

            (c) (i) On each Distribution Date, Prepayment Premiums collected
during the related Collection Period with respect to the Mortgage Loans will be
distributed by the Trustee to the following Classes: to the Class A, Class B and
Class C 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, Class B and Class C Certificates on such Distribution
Date, (b) the Base Interest Fraction for the related principal payment on such
Class of Certificates, and (c) the aggregate amount of Prepayment Premiums
relating to such Mortgage Loans collected on such principal prepayments during
the related Collection Period. [Any Prepayment Premiums collected on such
Mortgage Loans during the related Collection Period remaining after such
distributions will be distributed to entirely to the Holders of the Class X
Certificates.]

            (ii) The "Base Interest Fraction" with respect to any Principal
      Prepayment on any Mortgage Loan and with respect to any Class of REMIC II
      Regular Certificates, is a fraction (a) whose numerator is the amount, if
      any, by which (i) the Pass-Through Rate on such Class of Certificates
      exceeds (ii) the Discount Rate and (b) whose denominator is the amount, if
      any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the
      Discount Rate. However, under no circumstances shall the Base Interest
      Fraction be greater than one. If such Discount Rate is greater than or
      equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y)
      the Pass-Through Rate described in the preceding sentence, then the Base
      Interest Fraction will equal zero. The "Discount Rate" with respect to any
      applicable Prepayment Premium calculation, is the yield on the United
      Stated Treasury issue with a maturity date closest to the Maturity Date
      for the Mortgage Loan being prepaid (if applicable, converted to a monthly
      compounded nominal yield), or an interpolation thereof, in any case as
      specified and used in accordance with the related loan documents in
      calculating the Prepayment Premium with respect to the related prepayment;
      provided, however, that for any Mortgage Loan subject to a Fixed
      Prepayment Premium, the Discount Rate means the yield on the United Stated
      Treasury issue with a maturity date closest to the Maturity Date for the
      Mortgage Loan being prepaid, or an interpolation thereof.

            (iii) [After the Certificate Principal Balances of the Class A,
      Class B and Class C Certificates have been reduced to zero, all Prepayment
      Premiums and yield maintenance charges with respect to the Mortgage Loans
      shall be distributed to the holders of the Class X Certificates.]

            (d) 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 provided below, all such distributions with respect to each Class of
Certificates on each Distribution Date shall be made to the Certificateholders
of the respective Class of record 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 no less than [___] Business Days
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 any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such
Certificate at the Corporate Trust Office or such other location specified in
the notice to Certificateholders of such final distribution. Any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Register or to any other
address of which the Trustee was subsequently notified in writing.

            (e) 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
Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.

            If, in connection with any Distribution Date, the Trustee has
reported the amount of an anticipated distribution to DTC based on a report
received from the Master Servicer, and the final report from the Master Servicer
changes the initial amounts forwarded by the Master Servicer to the Trustee, the
Trustee shall use commercially reasonable efforts to notify DTC to make a
revised distribution on a timely basis on such Distribution Date. The Trustee
shall not be liable or held responsible for any resulting delay (or claim by DTC
resulting therefrom) in the making of such distribution to the
Certificateholders and shall be entitled to reimbursement from the Trust Fund
for any reasonable losses, costs or expenses resulting therefrom.

            (f) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of their Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates. Distributions in reimbursement of
Realized Losses and Additional Trust Fund Expenses previously allocated to a
Class of Certificates shall not constitute distributions of principal and shall
not result in a reduction of the related Class Principal Balance.

            (g) 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 Realized Loss or Additional Trust Fund Expense previously allocated to such
Class of Certificates) will be made on the next Distribution Date, the Trustee
shall, as soon as practicable in the month in which such Distribution Date
occurs, mail to each Holder of such Class of Certificates as of the date of
mailing a notice to the effect that:

            (i) the Trustee expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon presentation and surrender of such Certificates at the Corporate
      Trust Office or such other location therein specified, and

            (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of such 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 Certificates as to which notice has been
given pursuant to this Section 4.01(g) 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
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice all such 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 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 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 Certificateholder on any amount held in trust hereunder by the
Trustee as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
4.01(g). If all of the Certificates shall not have been surrendered for
cancellation by the second anniversary of the delivery of the second notice, the
Trustee shall distribute to the Class R-II Certificateholders all unclaimed
funds and other assets that remain subject hereto.

            (h) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code taking into account
any applicable exemptions from, or reductions in, withholding upon receipt of
appropriate IRS forms and documentation. The consent of Certificateholders shall
not be required for such withholding. In the event the Trustee does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
shall indicate the amount withheld to such Certificateholders. Such amounts
shall be deemed to have been distributed to such Certificateholders for all
purposes of this Agreement.

            Section 4.02 Statements to Certificateholders; Certain Reports by
the Master Servicer and the Special Servicer.

            (a) On each Distribution Date, the Trustee shall provide or make
available, either in electronic format or by first class mail to each Holder
(and, if it shall have certified to the Trustee as to its Ownership Interest in
a Class of Book-Entry Certificates, each Certificate Owner) of the Certificates
and to the Rating Agencies a statement substantially in the form set forth as
Exhibit G hereto (a "Distribution Date Statement"), as to the distributions made
on such Distribution Date setting forth:

            (i) the amount of the distribution, if any, on such Distribution
      Date to the Holders of each Class of REMIC II Regular Certificates in
      reduction of the Class Principal Balance thereof;

            (ii) the amount of the distribution, if any, on such Distribution
      Date to the Holders of each Class of REMIC II Regular Certificates
      allocable to Distributable Certificate Interest and the amount of the
      distribution, if any, on such Distribution Date to the Holders of each
      Class of REMIC II Regular Certificates allocable to Prepayment Premiums;

            (iii) the Available Distribution Amount for such Distribution Date;

            (iv) the aggregate amount of P&I Advances (both as to those within
      any applicable grace period and those which are beyond any applicable
      grace period, together with the aggregate amount of delinquencies) and
      other Advances made in respect of the immediately preceding Distribution
      Date;

            (v) P&I Advances outstanding as of the Master Servicer Remittance
      Date;

            (vi) the aggregate amount of P&I Advances made with respect to the
      Mortgage Pool in respect of the immediately preceding Determination Date;

            (vii) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Pool as of the end of the Collection Period for the immediately
      preceding Determination Date;

            (viii) as of the Determination Date for the related Distribution
      Date, the number, aggregate unpaid principal balance and specific
      identification (by loan number) of Mortgage Loans (A) delinquent 30-59
      days, (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D)
      current but specially serviced or in foreclosure but not a REO Property
      and (E) identification of Mortgage Loans the Mortgagor for which is
      subject to bankruptcy;

            (ix) with respect to any REO Property included in the Trust Fund as
      of the end of the Collection Period for such Distribution Date, the
      principal balance of the Mortgage Loan as of the date such Mortgage Loan
      became delinquent;

            (x) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of REMIC II Regular Certificates for
      such Distribution Date;

            (xi) the aggregate amount of Distributable Certificate Interest
      payable in respect of each Class of REMIC II Regular Certificates on such
      Distribution Date, including, without limitation, any Distributable
      Certificate Interest remaining unpaid from prior Distribution Dates;

            (xii) any unpaid Distributable Certificate Interest in respect of
      Class of REMIC II Regular Certificates after giving effect to the
      distributions made on such Distribution Date;

            (xiii) the Pass-Through Rate for each Class of REMIC II Regular
      Certificates for such Distribution Date;

            (xiv) the Principal Distribution Amount with respect to the Mortgage
      Pool for such Distribution Date, separately identifying the amounts
      distributable to each Class of REMIC II Regular Certificates;

            (xv) the aggregate of all Realized Losses incurred during the
      related Collection Period and all Additional Trust Fund Expenses incurred
      during the related Collection Period, and an itemization of all such
      Additional Trust Fund Expenses;

            (xvi) the Certificate Principal Balance or Notional Amount, as the
      case may be, of each Class of REMIC II Regular Certificates outstanding
      immediately before and immediately after such Distribution Date,
      separately identifying any reduction therein due to the allocation of
      Realized Losses and Additional Trust Fund Expenses on such Distribution
      Date;

            (xvii) the Certificate Factor for each Class of REMIC II Regular
      Certificates immediately following such Distribution Date;

            (xviii) the aggregate amount of servicing fees paid to the Master
      Servicer and the Special Servicer, collectively and separately, during the
      related Collection Period;

            (xix) a brief description of any material waiver, modification or
      amendment of any Mortgage Loan entered into by the Master Servicer or
      Special Servicer pursuant to Section 3.20 during the related Collection
      Period;

            (xx) current and cumulative outstanding Advances with respect to the
      Mortgage Pool;

            (xxi) current prepayments and curtailments;

            (xxii) the number and aggregate principal balance of Mortgage Loans
      as to which foreclosure proceedings have been commenced as to the related
      Mortgaged Property;

            (xxiii) the ratings from all Rating Agencies for all Classes of
      Certificates;

            (xxiv) the amounts held in the Excess Liquidation Proceeds Account;
      and

            (xxv) the CMSA Reconciliation of Funds Report.

            Any item of information disclosed to the Trustee by the Master
Servicer pursuant to Section 3.19(a) since the preceding Distribution Date (or,
in the case of the initial Distribution Date, since the Closing Date) shall be
made available with the Distribution Date Statement.

            In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. Except
with respect to the Certificate Factor (required to be reported by clause (xix)
above), financial information reported by the Trustee to the Certificateholders
pursuant to this Section 4.02 shall be expressed as a dollar amount rounded to
the nearest whole cent. Absent actual knowledge of an error therein, the Trustee
shall have no obligation to recompute, recalculate or verify any information
provided to it by the Master Servicer or Special Servicer. The calculations by
the Trustee contemplated by this Section 4.02 shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

            The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish upon request to each Person who at any time
during the calendar year was a Holder of a REMIC II Regular Certificate a
statement containing the information as to the applicable Class set forth in
clauses (i), (ii) and (iii) above of the description of Distribution Date
Statement, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder, together with such other
information as the Trustee determines to be necessary to enable
Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time are in force.

            Upon filing with the IRS, the REMIC Administrator shall furnish to
the Holders of the Class R-I and Class R-II Certificates the IRS Form 1066 and
shall furnish their respective Schedules Q thereto at the times required by the
Code or the IRS, and shall provide from time to time such information and
computations with respect to the entries on such forms as any Holder of the
Class R-I and Class R-II Certificates may reasonably request.

            The Trustee will make available each month, to the general public,
the Distribution Date Statement (and any additional files containing the same
information in an alternative format) via the Trustee's Website. In addition,
the Trustee will make available to the general public each month the Servicer
Reports, the CMSA Loan Setup File and the Trustee's Reports on the Trustee's
Website. In addition, the Trustee will make available, as a convenience for
interested parties (and not in furtherance of the distribution of the Base
Prospectus and the Prospectus Supplement under the securities laws), this
Agreement, the Base Prospectus and the Prospectus Supplement via the Trustee's
Website. The Trustee will also make available copies of the Depositor's
registration statement and any other materials the Depositor files with the
Securities and Exchange Commission, including distribution reports on Form 10-D,
annual reports on Form 10-K, current reports on Form 8-K and amendments to these
reports available through this website on the same date they are filed with the
Securities and Exchange Commission. Parties that are unable to use the website
are entitled to have a paper copy mailed to them via first class mail by calling
the customer service desk and indicating such. The Trustee shall have the right
to change the way the monthly statements to Certificateholders are distributed
in order to make such distribution more convenient and/or more accessible to the
above parties and the Trustee shall provide timely and adequate notification to
all above parties regarding any such changes. For assistance with the
above-referenced services, interested parties may call [(___) ___-____]. The
Trustee will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor. In
addition, upon authorization of the Depositor, that is hereby given, the Trustee
shall make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc. and
Standard & Poor's Conquest or such other vendors as chosen by the Depositor,
including Reuters, all electronic reports delivered or made available pursuant
to Section 4.02 of this Agreement to the Certificateholders using a format
mutually acceptable to such vendors and the Trustee.

            In connection with providing access to the Trustee's Website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
shall not be liable for the dissemination of the information in accordance
herewith.

            (b) By [___] (New York City time) on the [___] Business Day
following each Determination Date (or with respect to the CMSA Loan Periodic
Update File, by [___] p.m. (New York City time) on the [___] Business Day
following each Determination Date), the Master Servicer shall deliver to the
Trustee, in a computer-readable medium downloadable by the Trustee, each of the
files and reports comprising the CMSA Investor Reporting Package (other than the
CMSA Bond Level File and the CMSA Collateral Summary File, which are prepared by
the Trustee), each reflecting information as of the close of business on such
Determination Date, in a mutually agreeable electronic format. The CMSA Loan
Periodic Update File contained in the CMSA Investor Reporting Package and any
written information supplemental thereto shall include such information with
respect to the Mortgage Loans that is reasonably required by the Trustee for
purposes of making the calculations and preparing the reports for which the
Trustee is responsible pursuant to Section 4.01, this Section 4.02, Section 4.04
or any other section of this Agreement, as set forth in reasonable written
specifications or guidelines issued by the Trustee from time to time. Such
information may be delivered by the Master Servicer to the Trustee by telecopy
or in such electronic or other form as may be reasonably acceptable to the
Trustee and the Master Servicer.

            The Special Servicer shall from time to time (and, in any event, as
may be reasonably required by the Master Servicer) provide the Master Servicer
with such information in its possession regarding the Specially Serviced
Mortgage Loans and REO Properties as may be necessary for the Master Servicer to
prepare each report and any supplemental information to be provided by the
Master Servicer to the Trustee.

            Notwithstanding the foregoing, the failure of the Master Servicer or
the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to Section 4.02(a) or this Section 4.02(b) shall not
constitute a breach of Section 4.02(a) or of this Section 4.02(b) to the extent
the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the
case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage
Loans or the Mortgaged Properties, would constitute a waiver of the
attorney-client privilege on behalf of the Trust or would otherwise materially
harm the Trust Fund. The Master Servicer or the Special Servicer may affix to
any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto).

            (c) Not later than [___] p.m. (New York City time) on the [___]
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer, the
following reports (or data fields required for the Master Servicer to produce
such reports) with respect to the Specially Serviced Mortgage Loans and any REO
Properties, providing the required information as of such Determination Date:
(i) a CMSA Property File; and (ii) a CMSA Special Servicer Loan File. In
addition, the Special Servicer shall from time to time provide the Master
Servicer with such information in the Special Servicer's possession regarding
the Specially Serviced Mortgage Loans and REO Properties as may be requested by
the Master Servicer and is reasonably necessary for the Master Servicer to
prepare each report and any supplemental information required to be provided by
the Master Servicer to the Trustee.

            (d) Notwithstanding anything herein to the contrary, the failure of
the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 4.02 shall not constitute a breach of
this Section 4.02 to the extent the Master Servicer or Special Servicer so fails
because such disclosure, in the reasonable belief of the Master Servicer or the
Special Servicer as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties or would constitute a
waiver of the attorney-client privilege on behalf of the Trust. The Master
Servicer and Special Servicer may disclose any such information or any
additional information to any Person so long as such disclosure is consistent
with applicable law, the related loan documents and the Servicing Standard. The
Master Servicer or the Special Servicer may affix to any information provided by
it any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

            (e) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement (other than reports to be delivered to the Trustee which shall be
delivered directly to the Trustee in a mutually agreeable electronic format),
the Master 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 Master Servicer's internet website, unless this
Agreement expressly specifies a particular method of delivery.

            Section 4.03 P&I Advances.

            (a) On each Master Servicer Remittance Date, the Master Servicer
shall in the case of all Mortgage Loans, either (i) deposit into the
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 Certificate Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make P&I Advances, 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; provided
that if Late Collections of any of the delinquent principal and/or interest in
respect of which it is to make P&I Advances on any Master Servicer Remittance
Date are then on deposit in the Certificate Account, the Master Servicer shall
use such Late Collections (net of any Master Servicing Fees, Liquidation Fees
and Workout Fees payable therefrom) to make such P&I Advances. If, as of 3:00
p.m., New York City time, on any Master Servicer Remittance Date, the Master
Servicer shall not have made any P&I Advance required to be made on such date
pursuant to this Section 4.03(a) (and shall not have delivered to the Trustee
the requisite Officer's Certificate and documentation related to a determination
of nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. [_______________] (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. [_______________] (or such alternative number provided by the
Master Servicer to the Trustee in writing) as soon as possible, but in any event
before 4:00 p.m., New York City time, on such Master Servicer Remittance Date.
If, after such notice, the Trustee does not receive the full amount of such P&I
Advances by the close of business (New York City time) on such Master Servicer
Remittance Date, then (i) unless the Trustee determines that such Advance would
be a Nonrecoverable P&I Advance if made, the Trustee shall make, by 11:00 a.m.
on the Distribution Date or in any event by such time as shall be required to
make the required distribution on such Distribution Date, the portion of such
P&I Advances that was required to be, but was not, made by the Master Servicer
on such Master Servicer Remittance Date and (ii) such failure shall constitute
an Event of Default on the part of the Master Servicer.

            (b) The aggregate amount of P&I Advances to be made in respect of
the Mortgage Loans (including, without limitation, Balloon Loans that are
included in the Trust Fund delinquent as to their respective Balloon Payments)
and any REO Loans for any Distribution Date shall equal, subject to subsection
(c) below, the aggregate of all Monthly Payments (other than Balloon Payments)
and any Assumed Monthly Payments, in each case net of related Master Servicing
Fees payable hereunder, that were due or deemed due, as the case may be, in
respect thereof on their respective Due Dates during the related Collection
Period and that were not paid by or on behalf of the related Mortgagors or
otherwise collected as of the close of business on the [___] Business Day before
the Master Servicer Remittance Date; provided that, if an Appraisal Reduction
Amount exists with respect to any Required Appraisal Loan, then, in the event of
subsequent delinquencies thereon, the interest portion of the P&I Advance in
respect of such Required Appraisal Loan for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the
principal portion of such P&I Advance) to equal the product of (i) the amount of
the interest portion of such P&I Advance for such Required Appraisal Loan for
such Distribution Date without regard to this proviso, multiplied by (ii) a
fraction, expressed as a percentage, the numerator of which is equal to the
Stated Principal Balance of such Required Appraisal Loan immediately prior to
such Distribution Date, net of the related Appraisal Reduction Amount, if any,
and the denominator of which is equal to the Stated Principal Balance of such
Required Appraisal Loan immediately prior to such Distribution Date; provided,
further, that the Master Servicer shall not advance Excess Interest with respect
to ARD Loans or a Prepayment Premium.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. In addition, with respect to the
Mortgage Loans, Nonrecoverable P&I Advances shall be reimbursable pursuant to
Section 3.05(a) out of general collections on the Mortgage Pool on deposit in
the Certificate Account. The determination by the Master Servicer or the Trustee
that it has made a Nonrecoverable P&I Advance has been made or that any proposed
P&I Advance, if made, would constitute 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 promptly (and, in any
event, in the case of a proposed P&I Advance by the Master Servicer, no less
than [___] Business Days prior to the related Master Servicer Remittance Date)
to the Trustee (or, if applicable, retained thereby), the Depositor, the Rating
Agencies, the Directing Certificateholder, setting forth the basis for such
determination, together with (such determination is prior to the liquidation of
the related Mortgage Loan or REO Property) a copy of an Appraisal of the related
Mortgaged Property or REO Property, as the case may be, which shall have been
performed within the 12 months preceding such determination, and further
accompanied by any other information that the Master Servicer or the Special
Servicer may have obtained that supports such determination. The Trustee shall
deliver such Officer's Certificate as soon as practicable after its
determination that such P&I Advance would be nonrecoverable. If such an
Appraisal shall not have been required and performed pursuant to the terms of
this Agreement, the Master Servicer may, subject to its reasonable and good
faith determination that such Appraisal will demonstrate the nonrecoverability
of the related Advance, obtain an Appraisal for such purpose at the expense of
the Trust out of general collections. The Trustee shall be entitled to rely on
any determination of nonrecoverability that may have been made by the Master
Servicer with respect to a particular P&I Advance. The Master Servicer and the
Trustee shall rely on any determination of nonrecoverability that may have been
made by the Special Servicer with respect to a particular P&I Advance.

            (d) The Master Servicer and the Trustee shall be entitled to receive
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each P&I Advance made thereby (out of its own funds), to the extent
that such P&I Advance relates to a Past Grace Period Loan when made, or remains
outstanding when such Mortgage Loan becomes a Past Grace Period Loan, in which
case such interest shall begin to accrue when such Mortgage Loan becomes a Past
Grace Period Loan, for so long as such P&I Advance is outstanding (or, in the
case of Advance Interest payable to the Master Servicer, if earlier, until the
Late Collection of the delinquent principal and/or interest in respect of which
such P&I Advance was made has been received by the Master Servicer). Such
interest will be paid: first, out of any Default Charges as set forth in Section
3.27; and second, at any time coinciding with or following the reimbursement of
such P&I Advance, out of general collections on the Mortgage Loans and any REO
Properties on deposit in the Certificate Account. The Master Servicer shall
reimburse itself or the Trustee, as appropriate, for any P&I Advance made
thereby as soon as practicable after funds available for such purpose are
deposited into the Certificate Account and in no event shall interest accrue in
accordance with this Section 4.03(d) on any P&I Advance as to which the
corresponding Late Collection had been received as of the related date on which
such P&I Advance was made.

            (e) With regard to such P&I Advances, the Master Servicer, the
Special Servicer or the Trustee shall account for that part of the P&I Advances
that is attributable to Past Grace Period Loans, and that part of the P&I
Advances that is attributable to Within Grace Period Loans.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses.

            (a) On each Distribution Date, following the distributions to be
made to the Certificateholders, on such date pursuant to Section 4.01(b) and the
allocation of Realized Losses pursuant to the preceding paragraph, the Trustee
shall determine the amount, if any, by which (i) the then aggregate Certificate
Principal Balance of the Sequential Pay Certificates exceeds (ii) the aggregate
Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date (provided, however, that for
purposes of this calculation, any Workout-Delayed Reimbursement Amounts paid
from principal collections on the Mortgage Pool shall for purposes of this
calculation be deemed to still be outstanding unless the related Unliquidated
Advance has been determined to be a Nonrecoverable Advance on the related
Mortgage Loan or a Final Determination has been made with respect to the related
Mortgage Loan or the related Mortgage Loan or REO Property is otherwise
liquidated or disposed). If such excess does exist, then the Class Principal
Balances of the Class C, Class B and Class A Certificates shall be reduced
sequentially, in that order in each case, until such excess or the related Class
Principal Balance is reduced to zero (whichever occurs first). Such reductions
in the Class Principal Balances of the respective Classes of the Sequential Pay
Certificates shall be deemed to be allocations of Realized Losses and Additional
Trust Fund Expenses, to the extent not covered by reductions in distributions of
interest pursuant to the allocations set forth in Section 4.01(b).

            (b) With respect to any Distribution Date, any Realized Losses or
Additional Trust Fund Expenses allocated pursuant to Section 4.04(a) with
respect to such Distribution Date shall reduce the REMIC I Principal Balances of
the REMIC I Regular Interests as a write-off and shall be allocated among the
REMIC I Regular Interests in the same priority as the Class of Corresponding
Certificates.

            Section 4.05 Interest Reserve Account.

            The Master Servicer shall establish and maintain the Interest
Reserve Account in the Trustee's name for the benefit of the Certificateholders.
The Interest Reserve Account shall be established and maintained, at all times,
as an Eligible Account, which the Master Servicer may (but shall not be
obligated to) invest only in Permitted Investments in accordance with Section
3.06. On each Master Servicer Remittance Date occurring in February and each
Master Servicer Remittance Date in January of any year that is not a leap year,
the Master Servicer shall withdraw from the Certificate Account, in respect of
each Mortgage Loan which accrues interest on an Actual/360 Basis, an amount
equal to one day's interest at the related Net Mortgage Rate on the Stated
Principal Balance of each such Mortgage Loan as of the Distribution Date in the
month preceding the month in which such Master Servicer Remittance Date occurs,
to the extent a Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive January (if applicable) and February,
"Withheld Amounts"). On the Master Servicer Remittance Date in March of each
calendar year, the Master Servicer shall remit to the Trustee for deposit into
the REMIC I Distribution Account the aggregate of all Withheld Amounts on
deposit in the Interest Reserve Account.

                                   ARTICLE V

                                THE CERTIFICATES.

            Section 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-6; provided that 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.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03 beneficial ownership interests in the REMIC
II Regular Certificates shall initially be held and transferred through the
book-entry facilities of the Depository. The Class A, Class B and Class C
Certificates will be issuable in denominations corresponding to initial
Certificate Principal Balances as of the Closing Date of not less than
$[_______], $[______] and $[_______], respectively, and any whole dollar
denomination in excess thereof[; and the Class X Certificates will be issuable
in denominations corresponding to initial Notional Balances as of the Closing
Date of not less than $[_______] and any whole dollar denomination in excess
thereof]; provided, however, that a single Certificate of any Class thereof may
be issued in a different denomination. Each Class of Residual Certificates will
be issuable only in a denomination representing the entire Class. With respect
to any Certificate or any beneficial interest in a Certificate, the
"Denomination" thereof shall be (i) the amount (a) set forth on the face
thereof, (b) set forth on a schedule attached thereto or (c) 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 Participants, as applicable, (ii)
expressed in terms of initial Certificate Principal Balance or initial Notional
Amount, as applicable, and (iii) be 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 in the above. No Certificate Owner of a
Book-Entry Certificate of any Class thereof will be entitled to receive a
Definitive Certificate representing its interest in such Class, except as
provided in Section 5.03 herein. Unless and until Definitive Certificates are
issued in respect of a Class of Book-Entry Certificates, beneficial ownership
interests in such Class of Certificates will 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 will refer to
action 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 will refer 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.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Trustee 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
Certificate Registrar 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;
provided that the Certificates, issued on the Closing Date shall, in any event,
be dated the Closing Date.

            (c) Any Definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, or as may, consistently
herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.

            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
(located as of the Closing Date at [______________________________]) 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 (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Trustee may appoint, by a written instrument delivered to the
Depositor, the Master Servicer, the Special Servicer and the REMIC
Administrator, any other bank or trust company to act as Certificate Registrar
under such conditions as the predecessor Certificate Registrar may prescribe;
provided that the Trustee shall not be relieved of any of its duties or
responsibilities hereunder as Certificate Registrar by reason of such
appointment. If the Trustee resigns or is removed in accordance with the terms
hereof, the successor trustee shall immediately succeed to its predecessor's
duties as Certificate Registrar. The Depositor, the Master Servicer, the Special
Servicer and the REMIC Administrator 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. Upon request, the Trustee
shall promptly inform, or cause the Certificate Registrar to inform, the Master
Servicer or the Special Servicer, as applicable, of the identity of all
Certificateholders of the Controlling Class.

            If Certificateholders representing more than 25% of any Class of
Certificates (hereinafter referred to as "applicants") apply in writing to the
Trustee, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and is accompanied by a copy of the communication that
such applicants propose to transmit, then the Trustee shall, within [___]
Business Days after the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If the Trustee is no longer the
Certificate Registrar and such a list is as of a date more than [__] days prior
to the date of receipt of such applicants' request, the Trustee shall promptly
request from the Certificate Registrar a current list as provided above, and
shall afford such applicants access to such list promptly upon receipt.

            Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            (b) No transfer of any Non-Registered 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 that does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof or the initial transfer thereof) 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
that the transferee deliver to the Certificate Registrar an investment
representation letter (the "Investment Representation Letter") substantially in
the form of Exhibit B attached hereto, which Investment Representation Letter
shall certify, among other things, that the transferee is an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act (an "Institutional Accredited Investor")
or a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act (a "Qualified Institutional Buyer"), and the Certificate
Registrar may also require that the transferee deliver to the Certificate
Registrar an Opinion of Counsel if such transferee is not a Qualified
Institutional Buyer or (ii) if the certifications described in the preceding
clause (i) 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 an expense of the
Trust Fund, the Certificate Registrar, the Depositor or the Trustee and (b) the
Certificate Registrar shall require the transferor 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
Non-Registered 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
Master Servicer will furnish, or cause to be furnished, upon the request of any
Holder of Non-Registered Certificates, to a prospective purchaser of such
Non-Registered Certificates who is a Qualified Institutional Buyer, such
information relating to the Mortgage Loans that are in its possession and 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 15(d) of the Exchange Act. None of the Depositor, the Trustee, the
Master Servicer, the Special Servicer or the Certificate Registrar is obligated
to register or qualify any Class of Non-Registered 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 Non-Registered
Certificate without registration or qualification. Any Holder of a
Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the Master 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
in a Book-Entry Certificate representing an interest in a Non-Registered
Certificate that is not rated in one of the top four categories by a nationally
recognized statistical rating organization to (i) an Institutional Accredited
Investor will require delivery in the form of a Definitive Certificate and the
Certificate Registrar shall register such transfer only upon compliance with the
foregoing provisions of this Section 5.02(b) or (ii) a Qualified Institutional
Buyer may only be effectuated by means of an "SRO Rule 144A System" approved for
such purpose by the Commission.

            (c) No transfer of any Non-Registered Certificate or any interest
therein shall be made under any circumstances (i) to any employee benefit plan
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, that is subject to
ERISA or the Code (each, a "Plan"), or (ii) to any Person who is directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of or as trustee of a Plan, or with "plan assets" within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R.
ss.2510.3-101, unless: (x) in the case of any Non-Registered Certificate or
interest therein that is being acquired with "plan assets", the prospective
Transferee provides the Certificate Registrar (or, in the case of a
Non-Registered Certificate that constitutes a Book-Entry Certificate, the
Certificate Owner that desires to effect the transfer) with a certification to
the effect that the purchase, continued holding and transfer of such Certificate
or interest therein is exempt from the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption ("PTCE") 95-60 or under Section 401(c) of
ERISA; or (y) in the case of any Non-Registered Certificate that is held as a
Definitive Certificate, the prospective Transferee provides the Certificate
Registrar with a certification of facts and an Opinion of Counsel, obtained at
the expense of such prospective Transferee, which establish to the satisfaction
of the Certificate Registrar that such transfer will not result in a violation
of Section 406 of ERISA or Section 4975 of the Code, will not result in the
imposition of an excise tax under Section 4975 of the Code and will not subject
the Trustee, Master Servicer or Special Servicer to any obligation in addition
to those undertaken in this Agreement. Each Person who acquires any Certificate
(including, without limitation, a Registered Certificate) or interest therein
shall (in all cases, in the case of a Registered Certificate, and only if such
Person shall not have delivered the Opinion of Counsel and/or one of the
certifications referred to in the preceding sentence, in the case of a
Non-Registered Certificate) be deemed to have certified that: (i) it is neither
a Plan nor any Person who is directly or indirectly purchasing such Certificate
or interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, or (ii) alternatively, that the purchase, continued holding
and transfer of such Certificate or interest therein is exempt from the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code under Prohibited Transaction Exemption ("PTE") 93-31, Sections I and
III of PTCE 95-60 or Section 401(c) of ERISA.

            So long as any of the Class of Certificates remains outstanding, the
Master Servicer will make available, or cause to be made available, upon
request, to any Holder and any Person to whom any such Certificate of any such
Class of Certificates may be offered or sold, transferred, pledged or otherwise
disposed of by such Holder, information with respect to the Master Servicer, the
Special Servicer or the Mortgage Loans reasonably necessary to the provision of
an Opinion of Counsel described in this Section 5.02(c).

            (d) (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) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall be a Permitted Transferee and shall
            promptly notify the Trustee and the REMIC Administrator of any
            change or impending change in its status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate (other than in connection with
            the initial issuance thereof or the transfer thereof among the
            Depositor and its Affiliates), the Certificate Registrar shall
            require delivery to it, and shall not register the Transfer of any
            Residual Certificate until its receipt of, an affidavit and
            agreement substantially in the form attached hereto as Exhibit C-1
            (a "Transfer Affidavit and Agreement") from the proposed Transferee,
            in form and substance satisfactory to the Certificate Registrar,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee, that it is not acquiring its
            Ownership Interest in the Residual Certificate that is the subject
            of the proposed Transfer as a nominee, trustee or agent for any
            Person that is not a Permitted Transferee, that for so long as it
            retains its Ownership Interest in a Residual Certificate it will
            endeavor to remain a Permitted Transferee, and that it has reviewed
            the provisions of this Section 5.02(d) and agrees to be bound by
            them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if the
            Certificate Registrar has actual knowledge that the proposed
            Transferee is not a Permitted Transferee, no Transfer of an
            Ownership Interest in a Residual Certificate to such proposed
            Transferee shall be effected.

                  (D) Except in connection with the initial issuance of the
            Residual Certificates or any transfer thereof among the Depositor
            and its Affiliates, each Person holding or acquiring any Ownership
            Interest in a Residual Certificate shall agree (1) to require a
            Transfer Affidavit and Agreement 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 certificate substantially in the form attached hereto as
            Exhibit C-2 stating that, among other things, it has no actual
            knowledge that such prospective Transferee is not a Permitted
            Transferee.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(d), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(d) 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 Master Servicer, the Special
      Servicer, the REMIC Administrator or 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(d)
      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 REMIC Administrator shall make available to the IRS and
      those Persons specified by the REMIC Provisions all information 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 a nominee, agent or middleman 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. The Person holding such Ownership Interest shall be
      responsible for the reasonable compensation of the REMIC Administrator for
      providing such information.

            (e) 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 Certificate
Registrar's 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. Subject to the restrictions on transfer set
forth in this Section 5.02 and Depository Rules, any Certificate Owner owning a
beneficial interest in a Non-Registered Certificate may cause the Certificate
Registrar to request that the Depository exchange such Certificate Owner's
beneficial interest in a Book-Entry Certificate for a Definitive Certificate or
Certificates. Following a proper request for transfer or exchange, the
Certificate Registrar shall, execute and deliver at such offices 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, 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.

            (f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate or a beneficial interest in a
Book-Entry Certificate representing a Non-Registered Certificate is being held
by or for the benefit of a Person who is not an Institutional Accredited
Investor, or that such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right to void such
transfer, if permitted under applicable law, or to require the investor to sell
such Definitive Certificate or beneficial interest in such Book-Entry
Certificate to an Institutional Accredited Investor within [___] days after
notice of such determination and each Certificateholder by its acceptance of a
Certificate authorizes the Certificate Registrar to take such action.

            (g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (h) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. In
addition, in connection with any transfer to an Institutional Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate Registrar's counsel's review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided herein) incurred by the Certificate Registrar in
connection with such transfer.

            (i) Subsequent to the initial issuance of the Certificates, the
Trustee shall be responsible for the preparation of physical Certificates in
connection with any transfer or exchange; provided that the correct form of
Certificate of each Class shall be provided by the Depositor to the Trustee on
diskette on or about the Closing Date. All Certificates surrendered for transfer
and exchange shall be physically canceled by the Certificate Registrar, and the
Certificate Registrar shall hold or destroy such canceled Certificates in
accordance with its standard procedures.

            (j) The Certificate Registrar shall be required to provide the
Depositor and the REMIC Administrator with an updated copy of the Certificate
Register on or about January 1 of each year, commencing January 1, 20[__], and
shall be required to provide the Depositor, the Master Servicer, the Special
Servicer or the REMIC Administrator with an updated copy of the Certificate
Register at other times promptly upon written request therefor.

            (k) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Trustee (or such Certificate Owner) to confirm that,
it has (i) sole investment discretion with respect to each such account and (ii)
full power to make the acknowledgments, representations, warranties,
certification and agreements with respect to each such account as set forth in
subsections (b), (c) and (d), as applicable, of this Section 5.02.

            (l) Each investor in the Certificates will be deemed, by its
investment in such Certificates, to represent that neither (a) the investor nor
(b) any owner of a five percent or greater interest in the investor is an
employer with employees covered by the General Electric Pension Trust. Any
transfer in violation of this deemed representation will be void ab initio.

            (m) Any Holder of an interest in a Regulation S Global Certificate
in respect of the Certificates shall have the right, upon prior written notice
to the Depositor, the Trustee, Euroclear or Clearstream, as applicable, and the
Depository, in the form of the Exchange Certificate attached hereto as Exhibit
P, to exchange all or a portion of such interest for an equivalent interest in a
Domestic Global Certificate in connection with a transfer of its interest
therein to a transferee that is eligible to hold an interest in a Domestic
Global Certificate as set forth herein. Any Holder of an interest in a Domestic
Global Certificate shall have the right, upon prior written notice to the
Depositor, the Trustee, the Depository and Euroclear or Clearstream, as
applicable, in the form of the Exchange Certificate attached hereto as Exhibit N
or Exhibit O, as applicable, to exchange all or a portion of such interest for
an equivalent interest in a Regulation S Global Certificate in connection with a
transfer of its interest therein to a transferee that is eligible to hold an
interest in a Regulation S Global Certificate as set forth herein. The Exchange
Certificate shall specify the denomination of the Certificates to be exchanged.
The Exchange Certificate shall also contain a representation that the transfer
is being made in a transaction meeting the requirements of Rule 144A or
Regulation S, as the case may be. Following receipt of any Exchange Certificate
by the Depositor or the Trustee, (i) the Trustee shall endorse the schedule to
any Global Certificate representing the Certificate or Certificates being
exchanged to reduce the stated principal or notional amount of such Global
Certificate by the denominations of the Certificate or Certificates for which
such exchange is to be made, and (ii) the Trustee shall endorse the schedule to
any Global Certificate representing the Certificate or Certificates for which
such exchange is to be made to increase the stated principal or notional amount
of such Global Certificate by the denominations of the Certificate or
Certificates being exchanged therefor. The form of the Exchange Certificate
shall be available from the Trustee.

            Section 5.03 Book-Entry Certificates.

            (a) The Class A, [Class X], Class B and Class C Certificates shall
initially 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, except as provided in subsection (c) below,
shall not be entitled to fully registered, physical Certificates ("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 each such Certificate
Owner (in addition to the procedures established under this Agreement and, if
applicable, those of Euroclear and Clearstream). Each Depository Participant
shall only transfer the Ownership Interests in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. Neither the
Certificate Registrar nor the Trustee shall have any responsibility to monitor
or restrict the transfer of Ownership Interests in Certificates through the
book-entry facilities of the Depository, Euroclear or Clearstream.

            (b) The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the REMIC Administrator 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. If any party hereto requests from
the Depository a list of the Depository Participants in respect of any Class or
Classes of the Book-Entry Certificates, the cost thereof shall be borne by the
party on whose behalf such request is made (but in no event shall any such cost
be borne by the Trustee).

            (c) If (i)(A) 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 any Class of the Book
Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar
and DTC of its intent to terminate the book entry system through DTC and, upon
receipt of notice of such intent from DTC, the Depository Participants holding
beneficial interests in the Book Entry Certificates agree to initiate such
termination. Upon surrender to the Certificate Registrar of any Class of the
Book Entry Certificates by the Depository, accompanied by registration
instructions for registration of transfer, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, the appropriate Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator or 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.

            (d) 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 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.

            (e) 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) 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.

            (g) If a Holder of a Definitive 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(g).
Upon receipt by the Certificate Registrar at the Certificate Registrar's office
of: (i) the Definitive Certificate to be transferred with an assignment and
transfer pursuant to this Section 5.03(g), (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 interest, (iv) if the affected Certificate is a
Non-Registered Certificate, an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, and (v) if delivery is to be taken in the form of a beneficial interest
in the Regulation S Global Certificate, a Regulation S Certificate; 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.

            Each Regulation S Certificate shall include a certification to the
effect that: (i)(1) the offer of the Certificates was not made to a person in
the United States; and (2) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as
applicable, and the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; or (ii) with respect to
transfers made in reliance on Rule 144 under the Securities Act, that the
Certificates being transferred are not "restricted securities" as defined in
Rule 144 under the Securities Act.

            (h) The Certificates initially sold in offshore transactions in
reliance on Regulation S shall be represented by a single Regulation S Global
Certificate for each such Class in fully registered form without interest
coupons, which will be deposited with the Trustee and registered in the name of
Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global
Certificate may be held only through Euroclear or Clearstream.

            No interest in the Regulation S Global Certificates may be held by
or transferred to a U.S. Person (as defined in Regulation S) except for
exchanges for a beneficial interest in a Domestic Global Certificate or a
Definitive Certificate as described in Section 5.02(m). Any beneficial interest
in a Regulation S Global Certificate that is transferred to a U.S. Person that
is an Institutional Accredited Investor (that is not a Qualified Institutional
Buyer) is required to be delivered in the form of a Definitive Certificate and
shall cease to be an interest in such Regulation S Global Certificate and,
thereafter, will be subject to all transfer restrictions and other procedures
applicable to Certificates in definitive form described in Section 5.03.
Notwithstanding the foregoing, no transfer of a beneficial interest in a
Regulation S Global Certificate to a Definitive Certificate pursuant to this
Section 5.03 shall be made prior to the Release Date. Certificates evidenced by
Regulation S Global Certificates shall be subject to certain restrictions on
transfer as set forth in Section 5.02 and shall bear a legend regarding such
restrictions described herein.

            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
reasonably 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 Trustee shall
execute and the Certificate Registrar shall 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 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 applicable REMIC created hereunder, 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 presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the person in whose name any 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, and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Certificate Registrar or any agent of any of them shall be affected by notice to
the contrary.

            Section 5.06 Certification by Certificate Owners.

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the applicable transfer requirements of Sections 5.02(b) and
5.02(c).

            (b) To the extent that under the terms of this Agreement, it is
necessary to determine whether any Person is a Certificate Owner, the Trustee
shall make such determination based on a certificate of such Person that shall
specify, in reasonable detail satisfactory to the Trustee, the Class and
Certificate Principal Balance or Certificate Notional Amount, as the case may
be, of the Book-Entry Certificate beneficially owned, the value of such Person's
interest in such Certificate and any intermediaries through which such Person's
Ownership Interest in such Book-Entry Certificate is held; provided, however,
that the Trustee shall not knowingly recognize such Person as a Certificate
Owner if such Person, to the knowledge of a Responsible Officer of the Trustee,
acquired its Ownership Interest in a Book-Entry Certificate in violation of
Section 5.02(b) and/or Section 5.02(c), or if such Person's certification that
it is a Certificate Owner is in direct conflict with information obtained by the
Trustee from the Depository, Depository Participants, and/or indirect
participating brokerage firms for which a Depository Participant acts as agent,
with respect to the identity of a Certificate Owner. The Trustee shall exercise
its reasonable discretion in making any determination under this Section 5.06(b)
and shall afford any Person providing information with respect to its beneficial
ownership of any Certificates an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Trustee.

            Section 5.07 Regarding the Identification of Certain
Certificateholders.

            For purposes of determining the identity of the Holders of the
Non-Registered Certificates (except a Class R-I or Class R-II Certificate) to
whom certain reports and other information are required to be delivered
hereunder, the Trustee and the Master Servicer may rely, with respect to any
such Certificates outstanding in book-entry form, on a certification, given to
the Trustee and provided to the Master Servicer, by any Person that such person
is such a holder entitled to receive such reports or information hereunder. With
respect to the Registered Certificates and the Class R-I and Class R-II
Certificates, from time to time upon the request of the Master Servicer, the
Trustee shall provide the Master Servicer with a list of the Certificateholders
recorded in the Certificate Register.

                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                              REMIC ADMINISTRATOR

            Section 6.01 Liability of the Depositor, the Master Servicer, the
Special Servicer and the REMIC Administrator.

            The Depositor, the Master Servicer, the Special Servicer and the
REMIC Administrator shall be liable in accordance herewith only to the extent of
the respective obligations specifically imposed upon and undertaken by the
Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator
herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer, the Special Servicer or the REMIC Administrator.

            (a) Subject to the following paragraph, the Depositor, the Master
Servicer, the Special Servicer and the REMIC Administrator each will keep in
full effect its existence, rights and franchises as a corporation or other
business organization under the laws of the jurisdiction of its organization,
and each will obtain and preserve its qualification to do business as a foreign
corporation or otherwise in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.

            (b) The Depositor, the Master Servicer, the Special Servicer and the
REMIC Administrator each may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets (which, as to the Master
Servicer and the Special Servicer, may be limited to all or substantially all of
its assets relating to the business of mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator
shall be a party, or any Person succeeding to the business of the Depositor, the
Master Servicer, the Special Servicer or the REMIC Administrator, shall be the
successor of the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator, as the case may be, hereunder, 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; provided, however, that no
successor or surviving Person shall succeed to the rights of the Master Servicer
or the Special Servicer, unless such succession will not result in any
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by any Rating Agency to any Class of Certificates (as confirmed in
writing).

            The Master Servicer and the Special Servicer and such successor or
surviving Person shall notify the Depositor and the Trustee of any such merger,
conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor and the Trustee with all
information required by the Depositor to comply with its reporting obligation
under Item 6.02 of Form 8-K not later than the effective date of such merger,
conversion or consolidation.

            Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator and Others.

            None of the Depositor, the Master Servicer, the Special Servicer,
the REMIC Administrator or any director, officer, employee or agent of any of
the foregoing shall be under any liability to the Trust or the
Certificateholders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Special
Servicer, the REMIC Administrator or any such other Person against any breach of
a representation or warranty made herein, or against any expense or liability
specifically required to be borne thereby pursuant to the terms hereof, or
against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder, or by reason of negligent or reckless disregard of such obligations
and duties. The Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator and any director, manager, member, officer, employee or agent
(including Sub-Servicers) of any of the foregoing may rely in good faith on any
document of any kind that, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator and any director,
manager, member, officer, employee or agent (including Sub-Servicers) of any of
the foregoing shall be indemnified and held harmless by the Trust against any
loss, liability or expense, including reasonable attorneys' fees, expenses of
counsel and expenses of litigation, incurred in connection with any claims or
legal action relating to this Agreement, the Certificates or any asset of the
Trust, other than any loss, liability or expense: (i) specifically required to
be borne by such Person pursuant to the terms hereof, including, without
limitation, Section 10.01(h); or (ii) that was incurred in connection with
claims against such party resulting from (A) any breach of a representation or
warranty made herein by such party, (B) willful misfeasance, bad faith,
recklessness or negligence in the performance of obligations or duties hereunder
by such party, or from negligent or reckless disregard of such obligations or
duties, or (C) any violation by such party of any state or federal securities
law. None of the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties
under this Agreement and, except in the case of a legal action contemplated by
Section 3.22, in its opinion does not involve it in any ultimate expense or
liability; provided, however, that the Depositor, the Master Servicer, the
Special Servicer or the REMIC Administrator may in its discretion undertake any
such action which it may deem necessary or desirable with respect to the
enforcement and/or protection of the rights and duties of the parties hereto and
the interests of the Certificateholders, the rights of the Certificateholders.
In such event, the legal expenses and costs of such action, and any liability
resulting therefrom, shall be expenses, costs and liabilities of the Trust, and
the Depositor, the Master Servicer, the Special Servicer and the REMIC
Administrator each shall be entitled to the direct payment of such expenses or
to be reimbursed therefor from the Certificate Account as provided in Section
3.05(a).

            Section 6.04 Master Servicer, Special Servicer and REMIC
Administrator Not to Resign. None of the Master Servicer, the Special Servicer
or the REMIC Administrator shall be permitted to resign from the obligations and
duties hereby imposed on it, except (i) upon the appointment of, and the
acceptance of such appointment by, a successor thereto that is reasonably
acceptable to the Trustee and the Directing Certificateholder and the receipt by
the Trustee of written confirmation from each and every Rating Agency to the
effect that such resignation and appointment will not result in the downgrade,
qualification (if applicable) or withdrawal of any rating then assigned by such
Rating Agency to any Class of Certificates, or (ii) upon determination that such
obligations and duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it, the other activities of the Master Servicer,
Special Servicer or REMIC Administrator, as the case may be, so causing such a
conflict being of a type and nature carried on by the Master Servicer, Special
Servicer or REMIC Administrator, as the case may be, at the date of this
Agreement. Any such determination of the nature described in clause (ii) of the
preceding sentence permitting the resignation of the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, shall be
evidenced by an Opinion of Counsel to such effect that shall be rendered by
Independent counsel, be addressed and delivered to the Trustee and the Rating
Agencies and be paid for by the resigning party. No such resignation for either
reason shall become effective until the Trustee or other successor shall have
assumed the responsibilities and obligations of the resigning party hereunder.
All costs and expenses of the Trustee and the Trust (including, without
limitation, any costs or expenses of any party hereto reimbursable out of the
Trust Fund) in connection with any such resignation (including, without
limitation, any requisite transfer of servicing) shall be paid for, as incurred,
by the resigning party.

            Consistent with the foregoing, none of the Master Servicer, the
Special Servicer or the REMIC Administrator shall be permitted, except as
expressly provided herein, to assign or transfer any of its rights, benefits or
privileges hereunder to any other Person, or delegate to or subcontract with, or
authorize or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer, the Special Servicer or the REMIC
Administrator are transferred to a successor thereto, then, subject to Section
3.11(a) and Section 3.22, the entire amount of compensation payable to the
Master Servicer, the Special Servicer or the REMIC Administrator, as the case
may be, pursuant hereto shall thereafter be payable to such successor.

            Section 6.05 Rights of the Depositor and the Trustee in Respect of
the Master Servicer, the Special Servicer and the REMIC Administrator. The
Master Servicer, the Special Servicer and the REMIC Administrator each shall
afford the Depositor and the Trustee, upon reasonable notice, during normal
business hours access to all records maintained by the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, in respect of
its rights and obligations hereunder and access to such of its officers as are
responsible for such obligations. Upon reasonable request, the Master Servicer,
the Special Servicer and the REMIC Administrator each shall furnish the
Depositor and the Trustee with its most recent publicly available financial
statements, or in the case of the Special Servicer, publicly available financial
statements of its corporate parent, and such other publicly available
information directly related to the servicing of the Mortgage Loans or to its
ability to perform its obligations hereunder as it possesses, and that it is not
prohibited by law or, to the extent applicable, binding obligations to third
parties with respect to confidentiality from disclosing, regarding its business,
affairs, property and condition, financial or otherwise; provided that neither
the Depositor nor the Trustee may disclose the contents of any information that
is not available publicly to non-affiliated third parties (other than their duly
authorized representatives which include without limitation attorneys and/or
accountants) unless the Depositor or the Trustee, as applicable, is required to
do so under applicable securities law or is compelled to do so as a matter of
law. The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer, the Special Servicer and the REMIC Administrator hereunder and
may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer, the Special Servicer or the REMIC
Administrator hereunder or, in connection with a default thereby, exercise the
rights of the Master Servicer, the Special Servicer or the REMIC Administrator
hereunder; provided, however, that none of the Master Servicer, the Special
Servicer or the REMIC Administrator shall be relieved of any of its 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 Master Servicer, the Special Servicer or the REMIC
Administrator and is not obligated to supervise the performance of the Master
Servicer, the Special Servicer or the REMIC Administrator under this Agreement
or otherwise.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default.

            (a) "Event of Default", wherever used herein, unless the context
otherwise requires, means any one of the following events:

            (i) any failure by the Master Servicer (A) to deposit into the
      Certificate Account any amount required to be so deposited under this
      Agreement that continues unremedied for [___] Business Days following the
      date on which such deposit was first required to be made, but in no event
      later than the Master Servicer Remittance Date before the related
      Distribution Date, or (B) to deposit into, or to remit to the Trustee for
      deposit into, the Distribution Account on any Master Servicer Remittance
      Date, the full amount of any Master Servicer Remittance Amount and
      Withheld Amounts, respectively, required to be so deposited or remitted
      under this Agreement on such date; or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Master Servicer for deposit into, the Certificate Account or
      the applicable REO Account any amount required to be so deposited or
      remitted under this Agreement that continues unremedied for [___] Business
      Days following the date on which such deposit or remittance was first
      required to be made, but in no event later than [___] Business Days before
      the related Distribution Date; or

            (iii) any failure by the Master Servicer to remit to the Trustee for
      deposit into the Distribution Account, on any Master Servicer Remittance
      Date, the full amount of P&I Advances required to be made on such date
      unless wired by [_______] on the Distribution Date; provided, however,
      that if the Master Servicer fails to make any deposit contemplated by this
      Section 7.01(a)(iii), including any P&I Advance, which deposit is required
      to be made by the Master Servicer on any Master Servicer Remittance Date
      (without regard to any grace period), then the Master Servicer shall pay
      to the Trustee, for the account of the Trustee, interest on such late
      remittance at the Reimbursement Rate from and including such Master
      Servicer Remittance Date to but excluding the date on which the Master
      Servicer Remittance Amount is actually received by the Trustee; or

            (iv) any failure by the Master Servicer to timely make any Servicing
      Advance required to be made by it pursuant to this Agreement, which
      failure continues unremedied for a period of [___] Business Days following
      the date on which notice shall have been given to the Master Servicer by
      the Trustee or by any other party to this Agreement, as provided in
      Section 3.11(f); or

            (v) any failure by the Special Servicer to timely direct the Master
      Servicer to make any Servicing Advance (including any Emergency Advance)
      required to be made by the Master Servicer at its direction pursuant to
      this Agreement, which failure is not remedied by providing direction to
      the Master Servicer within [___] Business Days following the date on which
      notice has been given to the Special Servicer by the Trustee as provided
      in Section 3.11(f); or

            (vi) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements thereof contained in this Agreement, which
      failure continues unremedied for a period of [__] days after the date on
      which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Master Servicer or the Special Servicer, as
      the case may be, by any other party hereto, or to the Master Servicer or
      the Special Servicer, as the case may be, with a copy to each other party
      hereto, by the Holders of Certificates entitled to at least 25% of the
      Voting Rights; provided, however, that if such covenant or agreement is
      capable of being cured and the Master Servicer or Special Servicer, as
      applicable, is diligently pursuing such cure, such [__]-day period shall
      be extended for an additional [__] days; or

            (vii) any failure on the part of the REMIC Administrator duly to
      observe or perform in any material respect any of the covenants or
      agreements thereof contained in this Agreement, which failure continues
      unremedied for a period of [__] days after the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given to the REMIC Administrator by any other party hereto, or to the
      REMIC Administrator, with a copy to each other party hereto, by the
      Holders of Certificates entitled to at least 25% of the Voting Rights;
      provided, however, that if such covenant or agreement is capable of being
      cured and the REMIC Administrator is diligently pursuing such cure, such
      [__]-day period shall be extended for an additional [__] days; or

            (viii) any breach on the part of the Master Servicer, the Special
      Servicer or the REMIC Administrator of any representation or warranty
      thereof contained in this Agreement that materially and adversely affects
      the interests of any Class of Certificateholders and that continues
      unremedied for a period of [__] days after the date on which notice of
      such breach, requiring the same to be remedied, shall have been given to
      the Master Servicer, the Special Servicer or the REMIC Administrator, as
      the case may be, by any other party hereto, or to the Master Servicer, the
      Special Servicer or the REMIC Administrator, as the case may be, with a
      copy to each other party hereto, by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; provided, however, that if such
      representation or warranty is capable of being cured and the Master
      Servicer or Special Servicer, as applicable, is diligently pursuing such
      cure, such [__]-day period shall be extended for an additional [__] days;
      or

            (ix) 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,
      marshalling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer, the Special Servicer or the REMIC Administrator and
      such decree or order shall have remained in force undischarged or unstayed
      for a period of [__] days; or

            (x) the Master Servicer, the Special Servicer or the REMIC
      Administrator shall consent to the appointment of a conservator, receiver,
      liquidator, trustee or similar official in any bankruptcy, insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to it or of or relating to all or substantially
      all of its property; or

            (xi) the Master Servicer, the Special Servicer or the REMIC
      Administrator 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

            (xii) [Moody's provides notice to the Master Servicer or the Special
      Servicer, as applicable, to the effect that the rating or ratings on one
      or more Classes of Certificates, will be the subject of a downgrade or
      withdrawal, citing servicing concerns relating to the Master Servicer or
      the Special Servicer, as the case may be, as the sole or a material factor
      in such action; provided, however, that the Master Servicer or Special
      Servicer, as applicable shall have [__] days to resolve such matters to
      the satisfaction of Moody's (or such longer time period as may be agreed
      in writing by Moody's) prior to the downgrade of any Class of
      Certificates, and in such case, such notice from Moody's shall not be
      deemed to be an Event of Default]; or

            (xiii) [either the Master Servicer is removed from S&P's Select
      Servicer List as a U.S. Commercial Mortgage Master Servicer or the Special
      Servicer is removed from S&P's Select Servicer List as a U.S. Commercial
      Mortgage Special Servicer.]

            Each Event of Default listed above as items (iv) through (xiii)
shall constitute an Event of Default only with respect to the relevant party;
provided that if a single entity acts or any two or more Affiliates act as
Master Servicer, Special Servicer and REMIC Administrator, or in any two or more
of the foregoing capacities, an Event of Default in one capacity (other than an
event described in clauses (xii) or (xiii)) will constitute an Event of Default
in each such capacity.

            (b) If any Event of Default with respect to the Master Servicer or
the 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 the Event of Default shall not have been remedied, the
Depositor or the Trustee may, and (other than with respect to the Events of
Default listed in clauses (xii) and clause (xiii) above) at the written
direction of the Holders of Certificates entitled to at least 51% of the Voting
Rights, or if the relevant Event of Default is the one described in clause (xi)
of subsection (a) above, the Trustee shall, terminate, by notice in writing to
the Defaulting Party (with a copy of such notice to each other party hereto),
all of the rights and obligations (subject to Section 3.11 and Section 6.03,
accruing from and after such notice) of the Defaulting Party under this
Agreement and in and to the Mortgage Loans and the proceeds thereof (other than
as a Holder of a Certificate). With respect to each of the Event of Defaults
listed above as clauses (xii) and (xiii), the Trustee shall provide written
notice of such Event of Default to each Certificateholder and request written
direction of such Certificateholders whether they desire to terminate the
Defaulting Party; if no such direction is received from the Directing
Certificateholder or Holders of Certificates entitled to vote (i) for so long as
Bank of America is the Master Servicer, at least 51% of the Voting Rights and
(ii) if Bank of America is not the Master Servicer, at least 25% of the Voting
Rights, within [___] Business Days after delivery of such notice by the Trustee
or the Depositor, and the Trustee has not elected pursuant to the preceding
sentence to terminate the Defaulting Party, the Defaulting Party will not be
terminated by reason of such Event of Default. 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 Mortgage 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 Mortgage Loans and related documents, or
otherwise. The Master Servicer and the 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 [___] Business Days subsequent to its receipt of the notice
of termination) provide the Trustee with all documents and records reasonably
requested thereby to enable the Trustee to assume the Master Servicer's or
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer's or
Special Servicer's, as the case may be, responsibilities and rights hereunder,
including, without limitation, the transfer within [___] Business Days to the
Trustee for administration by it of all cash amounts that shall at the time be
or should have been credited by the Master Servicer to the Certificate Account,
the Distribution Account, any Servicing Account or any Reserve Account (if it is
the Defaulting Party) or by the Special Servicer to the REO Account, the
Certificate Account, any Servicing Account or any Reserve Account (if it is the
Defaulting Party) or thereafter be received with respect to the Mortgage Loans
and any REO Properties (provided, however, that the Master Servicer and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or
Section 3.23, continue to be obligated for or entitled to receive all amounts
accrued or owing by or to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances or otherwise, 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). All costs and
expenses of the Trustee and the Trust (including, without limitation, any costs
and expenses of any party hereto reimbursable out of the Trust Fund) in
connection with the termination of the Master Servicer or Special Servicer, as
applicable, under this Section 7.01(b) (including, without limitation, the
requisite transfer of servicing) shall be paid for, as incurred, by the
Defaulting Party.

            (c) If any Event of Default with respect to the REMIC Administrator
shall occur and be continuing, then, and in each and every such case, so long as
the Event of Default shall not have been remedied, the Depositor or the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 51% of the Voting Rights, the Trustee (or, if the Trustee is also the
REMIC Administrator, the Master Servicer) shall, terminate, by notice in writing
to the REMIC Administrator (with a copy to each of the other parties hereto),
all of the rights and obligations of the REMIC Administrator under this
Agreement. From and after the receipt by the REMIC Administrator of such written
notice (or if the Trustee is also the REMIC Administrator, from and after such
time as another successor appointed as contemplated by Section 7.02 accepts such
appointment), all authority and power of the REMIC Administrator under this
Agreement shall pass to and be vested in the Trustee (or such other successor)
pursuant to and under this Section, and, without limitation, the Trustee (or
such other successor) is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the REMIC Administrator, 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. The REMIC Administrator agrees promptly
(and in any event no later than [___] Business Days subsequent to its receipt of
the notice of the termination) to provide the Trustee (or, if the Trustee is
also the REMIC Administrator, such other successor appointed as contemplated by
Section 7.02) with all documents and records requested thereby to enable the
Trustee (or such other successor) to assume the REMIC Administrator's functions
hereunder, and to cooperate with the Trustee (or such other successor) in
effecting the termination of the REMIC Administrator's responsibilities and
rights hereunder (provided, however, that the REMIC Administrator shall continue
to be obligated for or entitled to receive all amounts accrued or owing by or to
it under this Agreement on or prior to the date of such termination, 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).

            (d) Notwithstanding Section 7.01(b), if the Master Servicer receives
a notice of termination under Section 7.01(b) solely due to an Event of Default
under Section 7.01(a)(xii) or (xiii) and if the Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within the [___]
Business Days after such termination, then the Trustee shall promptly thereafter
(using such "request for proposal" materials provided by the terminated Master
Servicer) solicit good faith bids for the rights to master service the Mortgage
Loans under this Agreement from at least three Persons qualified to act as
Master Servicer hereunder in accordance with Section 6.02 and Section 7.02 for
which the Trustee has received written confirmation that the appointment of such
person would not result in the downgrade, withdrawal or qualification of a
current rating on any of the Certificates and that are reasonably acceptable to
the Directing Certificateholder (any such Person so qualified, a "Qualified
Bidder") or, if three Qualified Bidders cannot be located, then from as many
Persons as the Trustee can determine are Qualified Bidders; provided that, at
the Trustee's request, the terminated Master Servicer shall supply the Trustee
with the names of Persons from whom to solicit such bids; and provided, further,
that the Trustee shall not be responsible if less than three or no Qualified
Bidders submit bids for the right to master service the Mortgage Loans under
this Agreement. Any "Qualified Bidder" referenced hereunder shall be reasonably
acceptable to the Directing Certificateholder. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within [__] days after the termination of the Master Servicer.
The Master Servicer shall continue to serve in such capacity hereunder until a
successor thereto is selected in accordance with this Section 7.01(d) or the
expiration of [__] days from the Master Servicer's receipt of the notice of
termination, whichever occurs first. The Trustee shall solicit bids (i) on the
basis of such successor Master Servicer retaining all Sub-Servicers to continue
the primary servicing of the Mortgage Loans pursuant to the terms of the
respective Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement
with the terminated Master Servicer to service each of the Mortgage Loans not
subject to a Sub-Servicing Agreement at a servicing fee rate per annum equal to
the Master Servicing Fee Rate minus 2.5 basis points per Mortgage Loan serviced
(each, a "Servicing-Retained Bid") and (ii) on the basis of terminating each
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than [__] days after
the termination of the Master Servicer.

            (e) Upon the assignment and acceptance of the master servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to
the terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

            (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within [__] days after the Trustee was appointed as
successor Master Servicer or no Successful Bidder was identified within such
[__]-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this Section 7.01(f). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer, the Special Servicer or
the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of
Section 6.04 or receives a notice of termination pursuant to Section 7.01, the
Trustee shall be the successor in all respects to the Master Servicer, the
Special Servicer or (unless it has also been acting as such) the REMIC
Administrator, as the case may be, in its capacity as such under this Agreement
and the transactions set forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, by the terms and provisions hereof,
including, without limitation, if the Master Servicer is the resigning or
terminated party, the Master Servicer's obligation to make P&I Advances;
provided that any failure to perform such duties or responsibilities caused by
the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as
the case may be, failure to cooperate or to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. Neither the Trustee nor any other successor shall be liable for any
of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to Section
3.06 hereunder nor shall the Trustee nor any other successor be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation (subject to Section 3.11),
that the resigning or terminated party would have been entitled to for future
services rendered if the resigning or terminated party had continued to act
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, or is not approved by each and
every Rating Agency as an acceptable master servicer or special servicer, as the
case may be, of commercial mortgage loans; or if the Directing Certificateholder
or if the Holders of Certificates entitled to at least 51% of the Voting Rights
so request in writing to the Trustee; or if the REMIC Administrator is the
resigning or terminated party and the Trustee had been acting in such capacity,
promptly appoint, or petition a court of competent jurisdiction to appoint, any
established and qualified institution as the successor to the Master Servicer,
the Special Servicer or the REMIC Administrator, as the case may be, hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, hereunder; provided, in the case of a
successor Master Servicer, such successor has been approved by the Directing
Certificateholder, which consent with respect to the Master Servicer shall not
be unreasonably withheld or delayed; provided that such appointment does not
result in the downgrading, qualification (if applicable) or withdrawal of any
rating then assigned by any Rating Agency to any Class of Certificates (as
evidenced by written confirmation thereof from each Rating Agency); provided
further that in the case of a resigning or terminated Special Servicer, such
appointment shall be subject to the rights of the Majority Certificateholder of
the Controlling Class to designate a successor pursuant to Section 3.23. No
appointment of a successor to the Master Servicer, the Special Servicer or the
REMIC Administrator hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to the Master Servicer, the
Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in
such capacity as hereinabove provided. Notwithstanding the above, the Trustee
shall, if the Master Servicer is the resigning or terminated party and the
Trustee is prohibited by law or regulation from making P&I Advances, promptly
appoint any established mortgage loan servicing institution that has a net worth
of not less than $15,000,000 and is otherwise acceptable to each Rating Agency
(as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates), as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately. Subject to Section 3.11 and in
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on or in respect of the Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee, such successor and each other party hereto 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
foregoing functions under this Agreement (other than the set-up costs of the
successor) shall be borne by the predecessor Master Servicer, Special Servicer
or REMIC Administrator, as applicable, and, if not paid by such predecessor
Master Servicer, Special Servicer or REMIC Administrator within 30 days of its
receipt of an invoice therefor, shall be an expense of the Trust; provided that
such predecessor Master Servicer, Special Servicer or REMIC Administrator shall
reimburse the Trust for any such expense so incurred by the Trust; and provided,
further, that if the Trustee is directed to do so by the Directing
Certificateholder, the Trustee shall pursue any remedy against any party
obligated to make such reimbursement.

            Section 7.03 Form 8-K Information; Notification to
Certificateholders.

            (a) The predecessor and successor Master Servicer shall each provide
the Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such appointment.

            (b) Upon any resignation of the Master Servicer, the Special
Servicer or the REMIC Administrator pursuant to Section 6.04, any termination of
the Master Servicer, the Special Servicer or the REMIC Administrator pursuant to
Section 7.01 or any appointment of a successor to the Master Servicer, the
Special Servicer or the REMIC Administrator pursuant to Section 6.04 or Section
7.02, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

            (c) Not later than the later of (i) [__] days after the occurrence
of any event that constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) [___] days after the Trustee has actual
knowledge, or would be deemed in accordance with Section 8.02(g) to have notice
of the occurrence of such an event, the Trustee shall transmit by mail to the
other non-defaulting parties hereto and all Certificateholders notice of such
occurrence, unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders entitled to at least 66-2/3% of the Voting Rights
allocated to each of the Classes of Certificates affected by any Event of
Default hereunder may waive such Event of Default, except that prior to any
waiver of an Event of Default arising from a failure to make P&I Advances, the
Trustee shall be reimbursed all amounts that it has advanced and for any costs
and expenses associated with any related Servicing Transfer Event. Upon any such
waiver of an Event of Default, 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 (provided that
neither the Depositor nor any Affiliate thereof is the party in respect of which
such Event of Default exists) 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 Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all such Events of Default and
defaults that may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement; provided that it is
herein acknowledged and agreed that the Trustee is at all times acting in a
fiduciary capacity with respect to the Certificateholders. If an Event of
Default hereunder occurs and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement and applicable law, and use
the same degree of care and skill in their exercise as a prudent man or the
Trustee would exercise or use under the circumstances in the conduct of his or
its own affairs (whichever standard would be higher). 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 that 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 in form to the requirements of this Agreement. If
any such instrument is found not to so conform to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. The Trustee shall not be
responsible for, but may assume and rely upon, the accuracy and content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator 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) 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 personally 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; and

            (iii) The Trustee shall not be personally 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% (or, as to any particular matter, any higher percentage as may
      be specifically provided for hereunder) 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.

            (d) The Trustee hereby indemnifies and holds the Trust harmless for
all losses, liabilities and damages incurred by the Trust or the
Certificateholders by virtue of the Trustee's negligence or fraud.

            Section 8.02 Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (a) 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;

            (b) 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;

            (c) 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 such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that 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 hereunder that 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;

            (d) The Trustee shall not be personally 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;

            (e) Prior to the occurrence of an Event of Default hereunder, and
after the curing of all such Events of Default that 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 25% 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;

            (f) 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-in-fact; provided that the use of any such agent or attorney-in-fact
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of any such agent or
attorney-in-fact;

            (g) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice of any Event of Default hereunder unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event that is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Certificates or this
Agreement; and

            (h) The Trustee shall not be responsible for any act or omission of
the Master Servicer, the Special Servicer or the REMIC Administrator (unless the
Trustee is acting as Master Servicer, Special Servicer or REMIC Administrator,
as the case may be) or for any act or omission of the Depositor or the Mortgage
Loan Seller.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates (other than
the representations and warranties of, and the other statements attributed to,
the Trustee in Article II and the certificate of authentication executed by the
Trustee as Certificate Registrar set forth on each outstanding Certificate)
shall be taken as the statements of the Depositor, the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement (other than
as specifically set forth in Section 2.07) or of any Certificate (other than as
to the signature of the Trustee set forth thereon) or of any Mortgage 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 Mortgage Loans to the
Trust, or any funds deposited into or withdrawn from the Certificate Account,
the Interest Reserve Account or any other account by or on behalf of the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator.
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 Master Servicer, the Special Servicer
or the REMIC Administrator and accepted by the Trustee, in good faith, pursuant
to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee, in its individual or any other capacity, and any agent
of the Trustee may become the owner or pledgee of Certificates with, except as
otherwise provided in the definition of Certificateholder, the same rights it
would have if it were not the Trustee or such agent, as the case may be.

            Section 8.05 Fees of Trustee; Indemnification of Trustee.

            (a) The Trustee shall pay to itself on each Distribution Date,
pursuant to Section 3.05(b)(ii), from amounts on deposit in the Distribution
Account, an amount equal to the Trustee Fee for such Distribution Date and, to
the extent not previously received, for each prior Distribution Date.

            (b) The Trustee and any director, officer, employee or agent of the
Trustee, or Person, if any, who controls the Trustee within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of
amounts on deposit in the Certificate Account and the Distribution Account from
time to time) 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) arising out of, or
incurred in connection with, any legal actions relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder and any
other "unanticipated expenses" (similar to those defined in Treasury Regulations
Section 1.860G-1(b)(3)(ii)) of the Trustee; provided that the Trustee shall not
be entitled to indemnification pursuant to this Section 8.05(b) for (i)
allocable overhead, (ii) expenses or disbursements incurred or made by or on
behalf of the Trustee in the normal course of the Trustee's performing its
routine duties in accordance with any of the provisions hereof, (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(b) shall (i) survive any resignation or removal of the Trustee and
appointment of a successor trustee and (ii) extend to any other role that the
Trustee may assume hereunder, including without limitation REMIC Administrator,
Custodian and/or Certificate Registrar.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be a corporation, a trust
company, a bank or a banking association: (i) organized and doing business under
the laws of the United States of America or any State thereof or the District of
Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having
a combined capital and surplus of at least $50,000,000; (iv) subject to
supervision or examination by federal or state authority; and (v) whose
long-term senior unsecured debt is rated not less than "Aa3" by Moody's and "A+"
by S&P. If such corporation, trust company, bank or 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 8.06, the combined capital and surplus of such
corporation, trust company, bank or banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. No Person shall become a successor trustee hereunder if
the succession of such Person would result in a downgrade, qualification (if
applicable) or withdrawal of any of the ratings then assigned by the Rating
Agencies to the Certificates. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
Notwithstanding the foregoing, if the Trustee meets the provisions of clauses
(i) through (iv) above, but does not meet the provisions of clause (v) above,
the Trustee shall be deemed to meet the provisions of such clause (v) if it
appoints a fiscal agent as a back-up liquidity provider; provided that such
fiscal agent shall have a long-term senior unsecured debt rating of at least
"AA-" by S&P and "Aa3" by Moody's. The corporation, trust company, bank or
banking association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer, the
REMIC Administrator and their respective Affiliates.

            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
Master Servicer, the Special Servicer, the REMIC Administrator and all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee acceptable to the Master Servicer 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 Master Servicer, the Special Servicer, the REMIC
Administrator and the Certificateholders by the Depositor. If no successor
trustee shall have been so appointed and have accepted appointment within [___]
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.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master 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 Master Servicer 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 Master
Servicer, the Special Servicer, the Directing Certificateholder, the REMIC
Administrator 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 Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed; provided that the
Master Servicer, the Depositor and the remaining Certificateholders shall have
been notified; provided, further that other Holders of the Certificates entitled
to a greater percentage of the Voting Rights shall not have objected to such
removal in writing to the Master Servicer and the Depositor within [___] days of
their receipt of notice thereof. A copy of such instrument shall be delivered to
the Depositor, the Special Servicer, the REMIC Administrator and the remaining
Certificateholders by the Master Servicer. If the Trustee is removed under this
Agreement without cause, all reasonable costs and expenses incurred by the
Trustee (to the extent not duplicative of any reimbursement provided for under
Section 8.08(a)) shall be at the expense of the party causing such removal.

            (d) 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; and no such resignation or removal of the Trustee
and/or appointment of a successor trustee shall be permitted, unless, as
confirmed in writing by each Rating Agency, such resignation or removal and
appointment would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating assigned by any Rating Agency to any Class of
Certificates.

            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 Master Servicer,
the Special Servicer, the REMIC Administrator 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 Master Servicer, the Special Servicer, the REMIC Administrator 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. If such predecessor trustee was removed as Trustee under this
Agreement without cause, the cost of any such execution, delivery or action
shall be at the expense of the Trust.

            (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 successor trustee shall mail notice of the
succession of such trustee to the Depositor and the Certificateholders.

            (d) The predecessor Trustee and successor Trustee shall notify the
Depositor of any such appointment at least two Business Days prior to the
effective date thereof and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.

            Section 8.09 Merger or Consolidation of Trustee.

            Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee, hereunder, 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; provided that the Trustee shall continue to be eligible under
the provisions of Section 8.06. The successor to the Trustee shall promptly
notify in writing each of the other parties hereto, the Certificateholders and
the Rating Agencies of any such merger, conversion, consolidation or succession
to business. The Trustee and such surviving Person shall notify the Depositor of
any such merger, conversion or consolidation at least two Business Days prior to
the effective date thereof and shall provide the Depositor will all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such merger, conversion or
consolidation.

            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 Master 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
Master Servicer and the Trustee may consider necessary or desirable. If the
Master 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 in
respect of the Master Servicer 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 Master Servicer, the Special Servicer or the REMIC
Administrator 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, responsibilities or
liabilities hereunder; provided the Trustee shall have no liability for the
actions or inaction of a separate trustee or co-trustee that do not comply with
the provisions of Section 8.10(b).

            Section 8.11 Appointment of Custodians.

            The Trustee may, with the consent of the Master Servicer, appoint
one or more Custodians to hold all or a portion of the Mortgage Files as agent
for the Trustee; provided that if the Custodian is an Affiliate of the Trustee
such consent of the Master Servicer need not be obtained and the Trustee shall
instead notify the Master Servicer of such appointment. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus (or shall have its performance
guaranteed by an Affiliate with a combined capital and surplus) of at least
$10,000,000, shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File and shall not be the Depositor, the Mortgage Loan Seller
or any Affiliate of any of them. Each Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Trustee hereunder in
connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its duties, liabilities or obligations hereunder, and the Trustee shall remain
responsible for all acts and omissions of any Custodian. Any such Custodian
(other than the Trustee or an Affiliate of the Trustee) shall maintain the same
errors and omissions insurance as required of the Master Servicer pursuant to
Section 3.07(c).

            Section 8.12 Access to Certain Information.

            (a) The Trustee shall provide or cause to be provided to the
Depositor, the Master Servicer, the Special Servicer and the Rating Agencies,
and to the OTS, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the Mortgage Files and any other documentation regarding the Mortgage
Loans and the Trust Fund, that is within its control that may be required by
this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business
hours at the offices of the Trustee designated by it.

            (b) Promptly following the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ten copies 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 Non-Registered Certificate
belongs. 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 10 copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its Corporate Trust Office and shall on behalf of the
Depositor, upon reasonable advance written notice, make available during normal
business hours for review by each Rating Agency and by any Certificateholder or
any Certificate Owner or any Person identified to the Trustee by a
Certificateholder or a Certificate Owner as a prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder or prospective transferee of a Non-Registered
Certificate, any private placement memorandum or other disclosure document
relating to the Class of Certificates to which such Non-Registered Certificate
belongs, in the form most recently provided to the Trustee; and (ii) in all
cases, (A) all Officer's Certificates delivered to the Trustee since the Closing
Date pursuant to Section 3.13, (B) all accountants' reports delivered to the
Trustee since the Closing Date pursuant to Section 3.14, (C) the most recent
inspection report, together with any related additional written or electronic
information, prepared or obtained by, or on behalf of, the Master Servicer or
Special Servicer, as the case may be, and delivered to the Trustee in respect of
each Mortgaged Property pursuant to Section 3.12(a), (D) all Mortgagor financial
statements and Mortgaged Property operating statements and rent rolls, together
with any related additional written or electronic information, delivered to the
Trustee by the Master Servicer or the Special Servicer pursuant to Section
3.12(b), (E) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property securing a Defaulted Mortgage 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 or that any remedial, corrective or other further
action contemplated in such clauses is required (but only for so long as such
Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (F)
all documents constituting the Mortgage Files, including, without limitation,
any and all modifications, waivers and amendments of the terms of a Mortgage
Loan entered into by the Master Servicer or the Special Servicer and delivered
to the Trustee pursuant to Section 3.20 (but, in each case, only for so long as
the related Mortgage Loan is part of the Trust Fund) and (G) any Asset Status
Report. Copies of any and all of the foregoing items are to be available from
the Trustee upon request; however, the Trustee shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing such service.

            In connection with providing access to or copies of the items
described in the immediately preceding paragraph of this Section 8.12(b), the
Trustee may require, unless the Depositor directs otherwise, (i) in the case of
Certificate Owners, a written confirmation executed by the requesting Person, in
form reasonably satisfactory to the Trustee, generally to the effect that such
Person is a beneficial holder of Certificates and will keep such information
confidential and (ii) in the case of any prospective purchaser of a Certificate
or, in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such Person
is a prospective purchaser of a Certificate or a beneficial ownership interest
therein, is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. All Certificateholders, by acceptance of their Certificates, shall
be deemed to have agreed to keep such information confidential, except to the
extent that the Depositor grants written permission to the contrary.
Notwithstanding the preceding sentences of this paragraph, the Trustee shall
have no responsibility for the accuracy, completeness or sufficiency of any
information so made available or furnished by it in the manner described in the
immediately preceding paragraph.

            Section 8.13 Filings with the Securities and Exchange Commission.

            (a) The provisions of this paragraph shall not apply until such time
as any Class of Certificates is registered under the Securities Act. Thereupon,
the Depositor shall prepare for filing, execute and properly file with the
Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor,
prepare for signature by the Depositor or the Master Servicer and properly file
with the Commission (i) monthly Current Reports on Form 10-D, (ii) the Form
10-K, (iii) the Form 15 in [______________] and (iv) the Form 8-K with the
following attachments: (a) any additional items requested by the Depositor and
(b) any items specifically provided herein to be filed on behalf of the Trust
under the Exchange Act; provided that any such items shall have been received by
the Trustee (to the extent not generated by the Trustee) in the format required
for electronic filing via the EDGAR system. The Depositor hereby grants to the
Trustee a limited power of attorney to execute (except in the case of Form 10-K
which the Depositor shall execute) and file each such document (other than the
initial 8-K) on behalf of the Depositor. Such power of attorney shall continue
until either the earlier of (i) receipt by the Trustee from the Depositor of
written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time
to time upon request, such further information, reports, and financial
statements within its control related to this Agreement and the Mortgage Loans
as the Trustee reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trustee shall have no responsibility to file
any such items that have not been received in such EDGAR compatible or
convertible format nor shall it have any responsibility to convert any items to
such format. The Depositor shall (i) 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 Commission regarding
the usual and customary exemption from certain reporting requirements granted to
issuers of securities similar to the Certificates; and (ii) promptly forward
copies of any response from the Commission to the Trustee.

            (b) Each Form 10-D shall be filed by the Trustee within 15 days
after each Distribution Date and will include a copy of the monthly statement to
Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution
Date Statement") for such Distribution Date as an exhibit thereto. If the
Trustee is unable to file a Form 10-D within 15 days after a Distribution Date,
it shall prepare for signature by the Depositor and file a Form 12b-25 not later
than one Business Day following the due date for such Form 10-D. Within 5 days
following the filing of such Form 12b-25, the Trustee shall prepare and file the
related Form 10-D.

            (c) With respect to the Trust's fiscal year [_____], the Trustee
shall prepare and properly file with the Commission on or before the due date
specified by the Commission, with respect to the Trust, an Annual Report on Form
10-K, that complies in all material respects with the requirements of the
Exchange Act, the rules and regulations promulgated thereunder and applicable
"no-action letters" issued by the Commission, which shall include as exhibits
the Officer's Certificates and Annual Accountant's Reports delivered pursuant to
Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer
and the Special Servicer for such fiscal year, and which shall further include
such certification(s) as may be required under the Sarbanes-Oxley Act of 2002
and the rules and regulations of the Commission promulgated thereunder
(including any interpretations thereof by the Commission's staff) (such
certification(s), individually and collectively, insofar as they are required to
be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley
Certification" ) (which Sarbanes-Oxley Certifications shall be signed by the
party or parties contemplated by this Section 8.13). Such Sarbanes-Oxley
Certification is set forth in substantially the form referenced on Exhibit K to
this Agreement but may be submitted in such other form as the Commission may
approve from time to time. If the Trustee is unable to file such Form 10-K by
the applicable due date, it shall prepare for signature by the Depositor and
file a Form 12b-25 not later than one Business Day following the due date for
such Form 10-K. Within 5 days following the filing of such Form 12b-25, the
Trustee shall prepare and file the related Form 10-K. The Trustee shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from or relating to the Trustee's inability or failure to
obtain any information not resulting from its own negligence, willful misconduct
or bad faith. The Trustee, the Depositor and the Servicer shall reasonably
cooperate to enable the Securities and Exchange Commission requirements with
respect to the Depositor to be met in the event that the Securities and Exchange
Commission issues additional interpretive guidelines or promulgates rules or
regulations, or in the event of any other change of law that would require
reporting arrangements or the allocation of responsibilities with respect
thereto, as described in this Section 8.13, to be conducted or allocated in a
different manner.

            (d) The Form 10-K shall include any Sarbanes-Oxley Certification. An
officer of the Depositor shall sign the Sarbanes-Oxley Certification. The Master
Servicer, the Special Servicer and the Trustee (each, a "Performing Party")
shall provide to the Person who signs the Sarbanes-Oxley Certification (the
"Certifying Person") a certification (each, a "Performance Certification"), in
the form set forth on Exhibit L hereto, on which the Certifying Person, the
Depositor (if the Certifying Person is an individual), and the Depositor's
partner, representative, Affiliate, member, manager, director, officer, employee
or agent (collectively with the Certifying Person, "Certification Parties") can
rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L
hereto shall relate to distribution information, and the Master Servicer's and
Special Servicer's certification with respect to items 4 and 5 of Exhibit L
hereto shall relate to servicing information. Notwithstanding the foregoing,
nothing in this paragraph shall require any Performing Party to (i) certify or
verify the accurateness or completeness of any information provided to such
Performing Party by third parties, (ii) certify information other than to such
Performing Party's knowledge and in accordance with such Performing Party's
responsibilities hereunder or under any other applicable servicing agreement or
(iii) with respect to completeness of information and reports, certify anything
other than that all fields of information called for in written reports prepared
by such Performing Party have been completed except as they have been left blank
on their face. In addition, if directed by the Depositor, such Performing Party
shall provide an identical certification to Depositor's certified public
accountants that such Performing Party provided to its own certified public
accountants to the extent such certification relates to the performance of such
Performing Party's duties pursuant to this Agreement or a modified certificate
limiting the certification therein to the performance of such Performing Party's
duties pursuant to this Agreement. In the event any Performing Party is
terminated or resigns pursuant to the terms of this Agreement, such Performing
Party shall provide a Performance Certification to the Depositor pursuant to
this Section 8.13(c) with respect to the period of time such Performing Party
was subject to this Agreement.

            (e) Nothing contained in this Section 8.13 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers (except the officer of the Depositor who signs the
Sarbanes-Oxley Certification), to execute any Form 10-K or any Sarbanes-Oxley
Certification. The failure of any such party to this Agreement, or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification
shall not be regarded as a breach by such party of any of its obligations under
this Agreement. The Depositor, each Performing Party and the Trustee hereby
agree to negotiate in good faith with respect to compliance with any further
guidance from the Commission or its staff relating to the execution of any Form
10-K and any Sarbanes-Oxley Certification. In the event such parties agree on
such matters, this Agreement shall be amended to reflect such agreement pursuant
to Section 11.01.

            (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part
of such Performing Party in the performance of such obligations or (iii) any
inaccuracy made in the Performance Certification resulting from such Performing
Party's negligence, bad faith or willful misconduct. A Performing Party shall
have no obligation to indemnify any Certification Party for an inaccuracy in the
Performance Certification of any other Performing Party. If the indemnification
provided for in this Section 8.13 is unavailable or insufficient to hold
harmless a Certification Party (on grounds of public policy or otherwise), then
each Performing Party shall contribute to the amount paid or payable by such
Certification Party as a result of the losses, claims, damages or liabilities of
such Certification Party in such proportion as is appropriate to reflect the
relative fault of such Certification Party on the one hand and each Performing
Party on the other. The obligations of the Performing Parties in this subsection
(f) to contribute are several in the proportions described in the preceding
sentence and not joint.

            (g) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor a copy of any such executed
report, statement or information.

            (h) The obligations set forth in paragraphs (a) through (e) of this
Section shall only apply with respect to periods for which the Trustee is
obligated to file reports on Form 8-K or 10-K. On or prior to [_____], unless
otherwise requested by the Depositor, the Trustee shall prepare, execute and
file with the Securities and Exchange Commission a Form 15 Suspension
Notification with respect to the Trust. At any time after the filing of a Form
15 Suspension Notification, if the number of Certificateholders of record
exceeds the number set forth in Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto which would cause the Trust to again
become subject to the reporting requirements of the Exchange Act, the Trustee
shall recommence preparing and filing reports on Form 8-K and 10-D as required
pursuant to this Section and the parties hereto will again have the obligations
set forth in paragraphs (a) through (d) of this Section.

            (i) The Depositor, the Trustee, the Master Servicer and the Special
Servicer shall notify the Depositor and the Trustee of any proceedings of the
type described in Item 1117 of Regulation AB, together with a description
thereof, within two Business Days of any such party's knowledge thereof. In
addition, the Depositor, the Trustee the Master Servicer and the Special
Servicer shall notify the Depositor and the Trustee of any affiliation or
relationships that develop following the Closing Date between the Depositor, the
Trustee, the Master Servicer or the Special Servicer and any of parties listed
in Item 1119 of Regulation AB, together with a description thereof, within two
Business Days of any such party's knowledge thereof.

            Section 8.14 [Reserved].

            Section 8.15 Maintenance of Mortgage File.

            Except for the release of items in the Mortgage File contemplated by
this Agreement, including, without limitation, as necessary for the enforcement
of the holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants and agrees that it shall maintain each Mortgage File in the State of
[______________], and that it shall not move any Mortgage File outside the State
of [_____________], other than as specifically provided for in this Agreement,
unless it shall first obtain and provide, at the expense of the Trustee, an
Opinion of Counsel addressed to the Depositor and the Rating Agencies to the
effect that the Trustee's first priority interest in the Mortgage Notes has been
duly and fully perfected under the applicable laws and regulations of such other
jurisdiction.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.

            Subject to Section 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Trustee and the REMIC Administrator (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth and the obligations of the REMIC
Administrator to file the final Tax Returns for each of REMIC I and REMIC II and
to maintain the books and records thereof for a commercially reasonable period)
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 earlier
to occur of (i) the purchase by the Majority Certificateholder of the
Controlling Class (other than the Depositor or the Mortgage Loan Seller) the
Master Servicer, or the Special Servicer (in that order of priority) of all
Mortgage Loans and each REO Property remaining in REMIC I at a price (to be
calculated by the Master Servicer and the Trustee as of the close of business on
the third Business Day preceding the date upon which notice of any such purchase
is furnished to Certificateholders pursuant to the third paragraph of this
Section 9.01 and as if the purchase was to occur on such Business Day) equal to
(A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I,
plus (B) the appraised value of each REO Property, if any, included in REMIC I
(such appraisal to be conducted by a Qualified Appraiser selected by the Master
Servicer or the Special Servicer and approved by the Trustee), minus (C) if such
purchase is being made by the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by the related person, together
with any Advance Interest payable to the related person in respect of such
Advances and any unpaid servicing compensation remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the related person in
connection with such purchase), and (ii) the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the 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, living on the date hereof.

            The Majority Certificateholder of the Controlling Class (other than
the Depositor or the Mortgage Loan Seller) has the right, and if the Majority
Certificateholder of the Controlling Class fails to exercise such right, the
Master Servicer and the Special Servicer, in that order of priority, has the
right to purchase all of the Mortgage Loans and each REO Property remaining in
REMIC I as contemplated by clause (i) of the preceding paragraph by giving
written notice to the other parties hereto no later than [___] days prior to the
anticipated date of purchase; provided, however, that the Master Servicer, the
Special Servicer and any Majority Certificateholder of the Controlling Class
(other than the Depositor or the Mortgage Loan Seller) each may so elect to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
only if the aggregate Stated Principal Balance of the Mortgage Pool at the time
of such election is less than [1.0%] of the aggregate Cut-off Date Balance of
all the Mortgage Loans included in the Trust Fund as of the Closing Date. In the
event that the Master Servicer, the Special Servicer or any Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) elects to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I in accordance with the preceding sentence, the
Master Servicer, the Special Servicer or such Majority Certificateholder, as
applicable, shall deposit into the Distribution Account not later than the
Master Servicer Remittance 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 any
portion thereof payable to any Person other than the Certificateholders pursuant
to Section 3.05(a), which portion shall be deposited into the Certificate
Account). In addition, the Master Servicer shall transfer all amounts required
to be transferred to the Distribution Account on such Master Servicer Remittance
Date from the Certificate Account. Upon confirmation that such final deposits
have been made, the Trustee shall release or cause to be released to the
purchaser or its designee, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished
to it by the purchaser, as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties remaining in REMIC I.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and, if not previously notified pursuant to the
preceding paragraph, to the other parties hereto mailed (a) in the event such
notice is given in connection with a purchase by the Master Servicer or any
Majority Certificateholder of the Controlling Class (other than the Depositor or
the Mortgage Loan Seller) of all of the Mortgage Loans and each REO Property
remaining in REMIC I, 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 5th day of such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment on 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 Certificate Registrar or such other location therein
designated.

            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 Available
Distribution Amount and Prepayment Premiums for such date that is allocable to
payments on the relevant Class in accordance with Section 4.01(b) and Section
4.01(c)(i). Final distributions on the REMIC I Regular Interests shall be deemed
to be made on such date as provided in Section 4.01(a)(ii), Section 4.01(b),
Section 4.01(c)(iii) and Section 4.01(j).

            Any funds not distributed to any Holder or Holders of Certificates
of any Class on the Final 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 Certificates as to which
notice has been given pursuant to this Section 9.01 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
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation,
the Trustee, directly or through an agent, shall take such reasonable steps to
contact the remaining non-tendering 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 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 former Holder on any amount held in trust hereunder. If by the
second anniversary of the delivery of such second notice, all of the
Certificates shall not have been surrendered for cancellation, the Class R-II
Certificateholders shall be entitled to all unclaimed funds and other assets
that remain subject thereto.

            Section 9.02 Additional Termination Requirements.

            In the event the Master Servicer, the Special Servicer or a Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) purchases all of the Mortgage Loans and each REO Property
remaining in REMIC I as provided in Section 9.01, the Trust (and, accordingly,
REMIC I and REMIC II) shall be terminated in accordance with the following
additional requirements, unless the Master Servicer or such Majority
Certificateholder, as applicable, obtains at its own expense and delivers to the
Trustee and the REMIC Administrator an Opinion of Counsel, addressed to the
Trustee and the REMIC Administrator, to the effect that the failure of the Trust
to comply with the requirements of this Section 9.02 will not result in the
imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as
defined in Section 860F of the Code or cause REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

            (i) the REMIC Administrator shall specify the first day in the 90
      day liquidation period in a statement attached to the final Tax Return for
      each of REMIC I and REMIC II pursuant to Treasury Regulations Section
      1.860F-1;

            (ii) during such 90 day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of REMIC I to the Master Servicer or the Majority
      Certificateholder of the Controlling Class, as applicable, for cash; and

            (iii) prior to the end of such 90 day period and at the time of the
      making of the final payment on the Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, to the
      Holders of the Class R-I Certificates (in the case of REMIC I) and the
      Class R-II Certificates (in the case of REMIC II) all cash on hand (other
      than cash retained to meet claims), and each of REMIC I and REMIC II shall
      terminate at that time.

                                   ARTICLE X

                  ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS

            Section 10.01 REMIC Administration.

            (a) The REMIC Administrator shall elect to treat each of REMIC I and
REMIC II as a REMIC under the Code and, if necessary, under Applicable State
Law. Each such election will be made on Form 1066 or other appropriate federal
or state Tax Returns for the taxable year ending on the last day of the calendar
year in which the Certificates are issued.-

            (b) The REMIC I Regular Interests are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the
residual interest in REMIC I, represented by the Class R-I Certificates, is
hereby designated as the sole Class of "residual interests" (within the meaning
of Section 860G(a)(2) of the Code), in REMIC I. The [Class X,] Class A, Class B
and Class C Certificates are hereby designated as the "regular interests"
(within the meaning of Section 860G(a)(1) of the Code), and the Class R-II
Certificates are hereby designated as the sole Class of "residual interest"
(within the meaning of Section 860G(a)(2) of the Code), in REMIC II. [For the
avoidance of doubt, the Class X Certificates represent "specified portions,"
within the meaning of Treasury Regulations Section 1.860G-1(a)(2), of the
interest payments on the REMIC I Regular Interests corresponding to their
respective Corresponding Components.] None of the REMIC Administrator, the
Master Servicer, the Special Servicer or the Trustee shall, to the extent it is
within the control of such Person, create or permit the creation of any other
"interests" in REMIC I or REMIC II (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code. The "latest possible maturity date", within the meaning of Treasury
Regulations Section 1.860G-1(a)(4)(iii) of the REMIC I Regular Interests and the
REMIC II Regular Certificates is the Rated Final Distribution Date.

            (d) [Reserved].

            (e) The REMIC Administrator is hereby designated as agent for the
Tax Matters Person of each of REMIC I and REMIC II and shall: act on behalf of
the Trust in relation to any tax matter or controversy, represent the Trust in
any administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of REMIC I or REMIC II, enter into settlement agreements with
any governmental taxing agency, extend any statute of limitations relating to
any tax item of REMIC I or REMIC II, and otherwise act on behalf of each of
REMIC I and REMIC II in relation to any tax matter or controversy involving such
REMIC. By their acceptance thereof, the Holders of the Residual Certificates
hereby agree to irrevocably appoint the REMIC Administrator as their agent to
perform all of the duties of the Tax Matters Person for REMIC I and REMIC II.
Subject to Section 10.01(h), the legal expenses and costs of any action
described in this subsection (e) and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the REMIC Administrator shall
be entitled to be reimbursed therefor out of any amounts on deposit in the
Distribution Account as provided by Section 3.05(b).

            (f) The REMIC Administrator shall prepare and file or cause to be
prepared and filed, and the Trustee shall sign, all of the Tax Returns in
respect of each of REMIC I and REMIC II. The expenses of preparing and filing
such returns shall be borne by the REMIC Administrator without any right of
reimbursement therefor.

            (g) The REMIC Administrator shall perform or cause to be performed
on behalf of each of REMIC I and REMIC II all reporting and other tax compliance
duties that are the responsibility of each such REMIC under the Code, the REMIC
Provisions or other compliance guidance issued by the IRS or any other taxing
authority under Applicable State Law. Included among such duties, the REMIC
Administrator shall provide, or cause to be provided: (i) to any Transferor of a
Residual Certificate and the IRS, such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to any
Person who is a Disqualified Organization; (ii) to the Certificateholders, such
information or reports as are required by the Code or the REMIC Provisions,
including, without limitation, reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required); and (iii) with respect to REMIC II, Form 8811, or other applicable
form, to the IRS, and the name, title, address and telephone number of the
Person who will serve as the representative of REMIC II.

            (h) The REMIC Administrator shall perform its duties more
specifically set forth hereunder in a manner consistent with maintaining the
status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions
(and each of the other parties hereto shall assist it, to the extent reasonably
requested by it). The REMIC Administrator shall not knowingly take (or cause any
of REMIC I or REMIC II to take) any action or fail to take (or fail to cause to
be taken) any action within the scope of its duties more specifically set forth
hereunder that, under the REMIC Provisions, if taken or not taken, as the case
may be, could result in an Adverse REMIC Event with respect to REMIC I or REMIC
II, unless the REMIC Administrator has received an Opinion of Counsel to the
effect that the contemplated action will not result in an Adverse REMIC Event.
None of the other parties hereto shall take any action (whether or not
authorized hereunder) as to which the REMIC Administrator 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 REMIC I or REMIC II, or causing REMIC I or
REMIC II to take any action, that is not expressly permitted under the terms of
this Agreement, each of the other parties hereto will consult with the REMIC
Administrator, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur. None of the parties hereto shall take any such
action or cause REMIC I or REMIC II to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event could
occur. The REMIC Administrator may consult with counsel to make such written
advice, and the cost of same shall be borne: (i) if such action that is not
expressly permitted by this Agreement would be of a material benefit to or
otherwise in the best interests of the Certificateholders as a whole, by the
Trust and shall be paid by the Trustee at the direction of the REMIC
Administrator out of amounts on deposit in the Distribution Account; and (ii)
otherwise by the party seeking to take the action not permitted by this
Agreement.

            In the event that any tax is imposed on REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any taxes on contributions to REMIC I or REMIC
II after the Startup Day pursuant to Section 860G(d) of the Code, and any other
tax imposed by the Code or any applicable provisions of state or local tax laws
(other than any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a)), such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees), shall
be charged to and paid by: (i) the REMIC Administrator, if such tax arises out
of or results from a breach by the REMIC Administrator of any of its obligations
under this Article X; (ii) the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X;
(iii) the Master Servicer, if such tax arises out of or results from a breach by
the Master Servicer of any of its obligations under Article III or this Article
X; (iv) the Special Servicer, if such tax arises out of or results from a breach
by the Special Servicer of any of its obligations under Article III or this
Article X; or (v) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust. Any such amounts payable by the Trust in respect of taxes
shall be paid by the Trustee at the direction of the REMIC Administrator out of
amounts on deposit in the REMIC I Distribution Account.

            (i) The REMIC Administrator and, to the extent that records are
maintained thereby in the normal course of its business, each of the other
parties hereto shall, for federal income tax purposes, maintain books and
records with respect to each of REMIC I and REMIC II on a calendar year and on
an accrual basis. Such records with respect to REMIC I shall include, for each
Distribution Date, the applicable REMIC I Principal Balance, REMIC I Remittance
Rate, and each category of distribution on or with respect to the REMIC I
Regular Interests and the REMIC I Residual Interest.

            (j) Following the Startup Day therefor, the Trustee shall not accept
any contributions of assets to REMIC I or REMIC II unless it shall have received
an Opinion of Counsel (at the expense of the party seeking to cause such
contribution) to the effect that the inclusion of such assets in such REMIC will
not cause: (i) such REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (ii) the imposition of any tax on such REMIC
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

            (k) None of the REMIC Administrator, the Master Servicer, the
Special Servicer or the Trustee shall consent to or, to the extent it is within
the control of such Person, permit: (i) the sale or disposition of any of the
Mortgage Loans (except in connection with (A) a breach of any representation or
warranty of the Mortgage Loan Seller regarding the related Mortgage Loans or as
otherwise provided for in Section 2.03, (B) the foreclosure, default or imminent
default of a Mortgage Loan, including but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed-in-lieu of foreclosure, (C)
the bankruptcy of REMIC I or REMIC II, or (D) the termination of the Trust
pursuant to Article IX of this Agreement); (ii) the sale or disposition of any
investments in the Certificate Account or the REO Account for gain; or (iii) the
acquisition of any assets for the Trust Fund (other than a Mortgaged Property
acquired through foreclosure, deed-in-lieu of foreclosure or otherwise in
respect of a Defaulted Mortgage Loan and other than Permitted Investments
acquired in connection with the investment of funds in the Certificate Account
or the REO Account); in any event unless it has received an Opinion of Counsel
(from and at the expense of the party seeking to cause such sale, disposition,
or acquisition) to the effect that such sale, disposition, or acquisition will
not cause: (x) REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding; or (y) the imposition of any tax on REMIC
I or REMIC II under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

            (l) Except as otherwise permitted by Section 3.17(a), none of the
REMIC Administrator, the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which REMIC I or REMIC II will receive a fee
or other compensation for services or, to the extent it is within the control of
such Person, permit REMIC I or REMIC II to receive any 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. At all
times as may be required by the Code, the REMIC Administrator shall make
reasonable efforts to ensure that substantially all of the assets of REMIC I and
REMIC II will consist of "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.

            Section 10.02 Depositor, Master Servicer, Special Servicer and
Trustee to Cooperate with REMIC Administrator.

            (a) The Depositor shall provide or cause to be provided to the REMIC
Administrator, within ten days after the Closing Date, all information or data
that the REMIC Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flow of the Certificates.

            (b) The Master Servicer, the Special Servicer and the Trustee shall
each furnish such reports, certifications and information, and access to such
books and records maintained thereby, as may relate to the Certificates or the
Trust Fund and as shall be reasonably requested by the REMIC Administrator to
enable it to perform its duties hereunder.

            Section 10.03 Fees of the REMIC Administrator.

            In the event the Trustee and the REMIC Administrator are not the
same Person, the Trustee covenants and agrees to pay to the REMIC Administrator
from time to time, and the REMIC Administrator shall be entitled to, reasonable
compensation (as set forth in a written agreement between the Trustee and the
REMIC Administrator) for all services rendered by it in the exercise and
performance of any of the obligations and duties of the REMIC Administrator
hereunder.

            Section 10.04 Use of Agents.

            The REMIC Administrator may execute any of its obligations and
duties hereunder either directly or by or through agents or attorneys-in-fact
consented to by the Trustee, which consent shall not be unreasonably withheld;
provided that the REMIC Administrator shall not be relieved of its liabilities,
duties and obligations hereunder by reason of the use of any such agent or
attorney-in- fact.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity; (ii) to correct, modify or
supplement any provision herein that may be defective or may be inconsistent
with any other provision herein; (iii) to add any other provisions with respect
to matters or questions arising hereunder that shall not be inconsistent with
the provisions hereof; (iv) to relax or eliminate any requirement hereunder
imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified
such that any such requirement may be relaxed or eliminated; (v) if such
amendment, as evidenced by an Opinion of Counsel delivered to the Trustee and
the REMIC Administrator, is reasonably necessary to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action that, if made effective, would apply retroactively to REMIC I or
REMIC II at least from the effective date of such amendment, or would be
necessary to avoid the occurrence of a prohibited transaction or to reduce the
incidence of any tax that would arise from any actions taken with respect to the
operation of REMIC I or REMIC II; (vi) to modify, add to or eliminate any
provisions of Section 5.02(d)(i), (ii) or (iii); or (vii) for any other purpose;
provided that such amendment (other than any amendment for the specific purposes
described in clauses (v) and (vi) above) shall not, as evidenced by an Opinion
of Counsel obtained by or delivered to the Trustee, adversely affect in any
material respect the interests of any Certificateholder without such
Certificateholder's written consent; provided further that such amendment shall
not adversely affect in any material respect the rights and obligations of the
Mortgage Loan Seller without the Mortgage Loan Seller's written consent;
provided further that such amendment (other than any amendment for any of the
specific purposes described in clauses (i) through (vi) above) shall not result
in a downgrade, qualification (if applicable) or withdrawal of any rating then
assigned to any Class of Certificates by any Rating Agency (as evidenced by
written confirmation to such effect from each Rating Agency obtained by or
delivered to the Trustee).

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the
affected Classes, 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; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on the Mortgage Loans and any REO Properties
that are required to be distributed on any Certificate without the written
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (b)(i) without the written consent of the
Holders of all Certificates of such Class, (iii) change the definition of the
Servicing Standard, without the written consent of the Holders of all
Certificates outstanding, or (iv) modify the provisions of this Section 11.01
without the written consent of the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01, Certificates
registered in the name of the Depositor, the Master Servicer, the Special
Servicer or any of their respective Affiliates shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates. For purposes of this Section 11.01(b), a Class of
Certificates is an "affected Class" if and only if it would, as the result of
any such amendment, experience any of the effects described in clauses (i), (ii)
and (iii) of this Section 11.01(b).

            (c) At the direction of the Holders of Certificates entitled to 100%
of the Voting Rights allocated to the affected Classes, and with the agreement
of all of the parties hereto (none of which shall withhold its agreement unless
its obligations hereunder would be materially increased), the Agreement shall be
amended 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, including without limitation,
(i) to cause such Classes to be restructured, (ii) to create in connection with
any restructuring one or more new classes of Certificates, which may include,
without limitation, one or more classes of Certificates entitled to payments of
principal on a priority basis from collections in respect of some or all of the
Mortgage Loans, (iii) to make in connection with any such restructuring one or
more additional REMIC elections with respect to the Trust Fund, (iv) to provide
for the book-entry registration of any such existing or newly created classes of
Certificates, and (v) to provide for any holders of any Classes of
Non-Registered Certificates remaining as such after giving effect to such
amendment to receive or have the right to request to receive any statements,
reports or other information that the holders of the Class C Certificates are
entitled to receive or request to receive under this Agreement. For purposes of
this Section 11.01(c), a Class of Certificates is an "affected Class" if and
only if it would, as the result of any such amendment, experience any of the
effects described in clauses (i), (ii) and (iii) of Section 11.01(b). Any
restructuring pursuant to this Section 11.01(c) shall require, at the expense of
the requesting holders, the prior written approval of each Rating Agency and
confirmation of the ratings of each such Class of Certificates (taking into
account such restructuring), including confirmation that such restructuring will
not result in the downgrade, qualification (if applicable) or withdrawal of the
ratings then assigned to the Class C Certificates.

            (d) Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the REMIC Administrator shall consent to any amendment
to this Agreement unless it shall first have obtained or been furnished with an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to any party hereto in accordance with such amendment will not
result in the imposition of a tax on REMIC I or REMIC II pursuant to the REMIC
Provisions or cause REMIC I or REMIC II fail to qualify as a REMIC at any time
that any Certificates are outstanding or the Grantor Trust to fail to qualify as
a grantor trust at any time that any Certificates are outstanding.

            (e) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of the amendment to each Certificateholder.

            (f) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 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; provided that such
consents shall be in writing.

            (g) 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.

            (h) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (d) shall be borne by the Person seeking the related
amendment, except that if 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
11.01(a) or (d) shall be payable out of the Distribution Account.

            Section 11.02 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 Master Servicer at the expense of the Trust on direction by the
Trustee, but only (i) upon direction accompanied by an Opinion of Counsel (the
reasonable cost of which may be paid out of the Distribution Account) to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders and (ii) upon consent of the Directing
Certificateholder. It is acknowledged that the Trustee has no obligation to
monitor whether such recordation in necessary under this Section 11.02.

            (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 11.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder 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, 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 Mortgage
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 (except in the case of a default by the Trustee)
the Holders of Certificates entitled to at least 25% of the Voting Rights 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 [___]
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. 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 11.03(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 11.04 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 11.05 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 when delivered to:

            (i) in the case of Banc of America Commercial Mortgage Inc., 214
      North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255,
      Attention: Stephen Hogue, telecopy number: (704) 386-1094, with copy to
      Paul Kurzeja, Esq., Assistant General Counsel, Bank of America
      Corporation, Bank of America Corporate Center, 100 North Tryon Street
      (20th Floor, Charlotte, North Carolina 28255), telecopy number: (704)
      387-0922;

            (ii) in the case of the Master Servicer, Bank of America, National
      Association., Capital Markets Servicing Group, NC1-026-06-01, 900 West
      Trade Street, Suite 650, Charlotte, North Carolina 28255, Attention:
      Servicing Manager, telecopy number: (704) 317-4501, Reference: Banc of
      America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
      Certificates, Series 20[__-__], with copy to: [Henry A. LaBrun, Esq.,
      Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, 24th Floor,
      Charlotte, North Carolina 28202, telecopy number: (704) 348-5200];

            (iii) in the case of the Special Servicer,
      [____________________________];

            (iv) in the case of the Trustee and REMIC Administrator,
      [_________________________________________________];

            (v) in the case of the Rating Agencies,
      [_________________________________________________];

            (vi) in the case of the initial Directing Certificateholder,
      [_________________________________________________];

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.

            Section 11.06 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 11.07 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. Except
as specifically contemplated by Sections 3.22, 3.24, 6.03 and 8.05, no other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

            Section 11.08 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 11.09 Notices to and from Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default hereunder that has not
      been cured;

            (iii) the resignation or termination of the Master Servicer, the
      Special Servicer or the REMIC Administrator and the appointment of a
      successor;

            (iv) any change in the location of the Distribution Account, the
      REMIC I Distribution Account, the REMIC II Distribution Account, the
      Excess Interest Distribution Account or the Excess Liquidation Proceeds
      Account;

            (v) the final payment to any Class of Certificateholders; and

            (vi) the repurchase of any Mortgage Loan by the Mortgage Loan Seller
      pursuant to Section 2.03.

            (b) The Master Servicer shall promptly 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 the appointment of
      a successor;

            (c) The Trustee, the Master Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency, with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and that the
Trustee, the Master Servicer or the Special Servicer can reasonably provide in
accordance with applicable law and without waiving any attorney-client privilege
relating to such information. The Trustee, the Master Servicer and the Special
Servicer, as applicable, may include any reasonable disclaimer they deem
appropriate with respect to such information.

            (d) Each of the Master 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; and

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 3.14, if any.

In addition, as and to the extent required by Section 3.12(a) and (b), each of
the Master Servicer and the Special Servicer shall promptly furnish to each
Rating Agency copies or summaries (in such format as will be acceptable to the
Rating Agency) of any of the written reports (including, without limitation,
reports regarding property inspections) prepared, and any of the quarterly and
annual or other periodic operating statements and rent rolls collected, by it
pursuant to Section 3.12(b).

            (e) The Trustee shall promptly furnish each Rating Agency on a
monthly basis, to the extent not made available on the Trustee's Website, copies
of the statements to the Holders of the REMIC II Certificates required by the
first paragraph of Section 4.02(a).

            (f) To the extent reasonably possible, all information and reports
delivered or made available to the Rating Agencies or a Class C
Certificateholder (if requested by such Holder), by any of the Trustee, the
Master Servicer or the Special Servicer pursuant to this Section 11.09, shall be
so delivered or otherwise made available through an electronic medium.

            (g) Each Rating Agency shall provide to the Trustee, upon its
request, a listing of the then current rating on any Certificate then
outstanding.

            Section 11.10 Insolvency. The Master Servicer, Special Servicer,
Depositor and Trustee shall each notify the Depositor and the Trustee of any of
the events enumerated in Item 1.03 of Form 8-K with respect to any of the Master
Servicer, Special Servicer, Depositor or Trustee as least two Business Days
prior to the effective date thereof and shall provide the Depositor and the
Trustee with all information required by the Depositor to comply with its
reporting obligation under Item 1.03 of Form 8-K not later than the effective
date of any such event.

                  [REMAINDER OF THIS PAGE INTENTIONALLY BLANK]


<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers or representatives thereunto duly
authorized, in each case as of the day and year first above written.


                                     BANC OF AMERICA COMMERCIAL
                                       MORTGAGE INC., as Depositor



                                     By:______________________________________
                                        Name:
                                        Title:


                                     BANK OF AMERICA, NATIONAL
                                       ASSOCIATION, as Master Servicer



                                     By:______________________________________
                                        Name:
                                        Title:


                                     [____________________], as Special Servicer



                                     By:______________________________________
                                        Name:
                                        Title:


                                     [____________________], as Trustee and
                                      REMIC Administrator



                                     By:______________________________________
                                        Name:
                                        Title:


<PAGE>

STATE OF NORTH CAROLINA )
                        )     ss.:
COUNTY OF MECKLENBURG   )

            On the ___ day of ____________________, 20__, before me, a notary
public in and for said State, personally appeared ____________________ known to
me to be a ____________________ of BANC OF AMERICA COMMERCIAL MORTGAGE INC. one
of the entities that executed the within instrument, and also known to me to be
the person who executed it on behalf of such entities, and acknowledged to me
that such person 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

                                     [SEAL]

My commission expires:


<PAGE>

STATE OF NORTH CAROLINA )
                        )     ss.:
COUNTY OF MECKLENBURG   )

            On the ___ day of ________, 20__, before me, a notary public in and
for said State, personally appeared ________________________ known to me to be a
____________________________ of BANK OF AMERICA, NATIONAL ASSOCIATION, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entities, and acknowledged to me that
such person 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

                                     [SEAL]

My commission expires:


<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the ___ day of _______, 20__, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
___________________ of _________ one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such person 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

                                     [SEAL]

My commission expires:


<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the ___ day of ______, 20__, before me, a notary public in and
for said State, personally appeared __________, known to me to be a __________
of __________________________________________ which executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such person 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

                                     [SEAL]

My commission expires:

<PAGE>

                                   Exhibit A-1
                           Form of Class A Certificate

                           CLASS A COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

                     [RULE 144A](1) [REG S](2) CERTIFICATE

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Pass-Through Rate:                       Certificate Principal Balance of this
[____]% per annum                        Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing Agreement: Class Principal Balance of all the
[___ __, ___]                            Class A Certificates as of the Issue
                                         Date:
                                         $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: A-1                     CUSIP No.: [____]


----------------------------------
(1) For Rule 144A Book-Entry Certificates only.

(2) For Reg S Book-Entry Certificates only.

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

THIS  CERTIFICATE  DOES NOT  REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL  MORTGAGE INC., BANK OF AMERICA,  N.A., [____] OR [____] OR
ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR  INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

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 AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (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 TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

THE OUTSTANDING  CERTIFICATE  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

   This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

   Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

   Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

   The Certificates are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account, the Distribution Account and, if established, the REO
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

   The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

   As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

   No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

   For so long as this Certificate is registered in the name of Cede & Co., or
in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

   Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

   The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of (i) the purchase by
the Majority Certificateholder of the Controlling Class (other than the
Depositor or any Mortgage Loan Seller), the Master Servicer or the Special
Servicer (in that order of priority) of all Mortgage Loans and each REO Property
remaining in REMIC I, at a price determined as provided in the Agreement, and
(ii) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. The
Agreement permits, but does not require, any such Majority Certificateholder,
the Master Servicer or the Special Servicer to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

   The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

   Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

   The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

   This Certificate shall be construed in accordance with the internal laws of
the State of New York that are applicable to agreements negotiated, made and to
be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.



<PAGE>





   IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.



                                       [----],
                                              as Trustee



                                       By:____________________________________
                                          Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class A Certificates referred to in the within mentioned
Agreement.

Dated:



                                       [----],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory



<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

   I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:____________________________________________________________.




                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions  shall, if permitted,  be made by wire transfer or otherwise,
in  immediately  available  funds,  to  _______________  for  the  account  of
_____________________.

   Distributions made by check (such check to be made payable to __________) and
all applicable statements and notices should be mailed to
_______________________________.

   This  information  is provided by  __________________________________,  the
assignee named above, or _______________________________, as its agent.


<PAGE>

                                   Exhibit A-2
                           Form of Class B Certificate

                           CLASS B COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

                     [RULE 144A](1) [REG S](2) CERTIFICATE

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.



Pass-Through Rate:                       Certificate Principal Balance of this
[____] % per annum                       Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing            Class Principal Balance of all the
Agreement:                               Class B Certificates as of the Issue
[___ __, ___]                            Date:
                                         $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: B-1                     CUSIP No.: [____]


------------------------------
(1) For Rule 144A Book-Entry Certificates only.

(2) For Reg S Book-Entry Certificates only.

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

THIS  CERTIFICATE  DOES NOT  REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL  MORTGAGE INC., BANK OF AMERICA,  N.A., [____] OR [____] OR
ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR  INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (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 TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

THE  OUTSTANDING  CERTIFICATE  PRINCIPAL  BALANCE HEREOF OF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.

   This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

   Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

   Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

   The Certificates are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account, the Distribution Account and, if established, the REO
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

   The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

   As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

   No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

   For so long as this Certificate is registered in the name of Cede & Co., or
in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

   Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

   The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of (i) the purchase by
the Majority Certificateholder of the Controlling Class (other than the
Depositor or any Mortgage Loan Seller), the Master Servicer or the Special
Servicer (in that order of priority) of all Mortgage Loans and each REO Property
remaining in REMIC I, at a price determined as provided in the Agreement, and
(ii) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. The
Agreement permits, but does not require, any such Majority Certificateholder,
the Master Servicer or the Special Servicer to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

   The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

   Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

   The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

   This Certificate shall be construed in accordance with the internal laws of
the State of New York that are applicable to agreements negotiated, made and to
be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


<PAGE>



   IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                       [----],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class B Certificates referred to in the within mentioned
Agreement.

Dated:


                                       [----],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory


<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

   I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:____________________________________________________________.




                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions  shall, if permitted,  be made by wire transfer or otherwise,
in  immediately  available  funds,  to  _______________  for  the  account  of
_____________________.

   Distributions made by check (such check to be made payable to __________) and
all applicable statements and notices should be mailed to
_______________________________.

   This  information  is provided by  __________________________________,  the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-3
                           Form of Class C Certificate

                           CLASS C COMMERCIAL MORTGAGE
                     PASS-THROUGH CERTIFICATE, SERIES [____]

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                   BANC OF AMERICA COMMERCIAL MORTGAGE INC.



Pass-Through Rate:                       Certificate Principal Balance of this
[____] % per annum                       Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing            Class Principal Balance of all the
Agreement:                               Class C Certificates as of the Issue
[___ __, ___]                            Date:
                                         $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: C-1                     CUSIP No.: [____]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

THIS  CERTIFICATE  DOES NOT  REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL  MORTGAGE INC., BANK OF AMERICA,  N.A., [____] OR [____] OR
ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR  INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (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 TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

[THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (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 (II)
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 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 EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.]

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

THE  OUTSTANDING  CERTIFICATE  PRINCIPAL  BALANCE HEREOF OF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.

   This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

   Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

   Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

   The Certificates are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account, the Distribution Account and, if established, the REO
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

   The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

   As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

   No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

   For so long as this Certificate is registered in the name of Cede & Co., or
in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

   Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

   The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of (i) the purchase by
the Majority Certificateholder of the Controlling Class (other than the
Depositor or any Mortgage Loan Seller), the Master Servicer or the Special
Servicer (in that order of priority) of all Mortgage Loans and each REO Property
remaining in REMIC I, at a price determined as provided in the Agreement, and
(ii) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. The
Agreement permits, but does not require, any such Majority Certificateholder,
the Master Servicer or the Special Servicer to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

   The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

   Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

   The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

   This Certificate shall be construed in accordance with the internal laws of
the State of New York that are applicable to agreements negotiated, made and to
be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                       [____],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class C Certificates referred to in the within mentioned
Agreement.

Dated:


                                       [____],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory


<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

   I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:____________________________________________________________.




                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions  shall, if permitted,  be made by wire transfer or otherwise,
in  immediately  available  funds,  to  _______________  for  the  account  of
_____________________.

   Distributions made by check (such check to be made payable to __________) and
all applicable statements and notices should be mailed to
_______________________________.

   This  information  is provided by  __________________________________,  the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-4
                           Form of Class X Certificate

                           CLASS X COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

                     [RULE 144A](1) [REG S](2) CERTIFICATE

   This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Pass-Through Rate:                       Certificate Principal Balance of this
[____] % per annum                       Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing Agreement: Class Principal Balance of all the
[___ __, ___]                            Class X Certificates as of the Issue
                                         Date:
                                         $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: X-1                     CUSIP No.: [____](1)
                                                    [____](2)


-----------------------------
(1) For Rule 144A Book-Entry Certificates only.

(2) For Reg S Book-Entry Certificates only.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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.

THIS  CERTIFICATE  DOES NOT  REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL  MORTGAGE INC., BANK OF AMERICA,  N.A., [____] OR [____] OR
ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR  INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

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) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) or (C)] TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, OR [(D) or (E)] 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 AN INVESTMENT REPRESENTATION
LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS
CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

   This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

   Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

   Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

   The Certificates are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account, the Distribution Account and, if established, the REO
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

   The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

   As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

   No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

   For so long as this Certificate is registered in the name of Cede & Co., or
in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

   Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

   The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of (i) the purchase by
the Majority Certificateholder of the Controlling Class (other than the
Depositor or any Mortgage Loan Seller), the Master Servicer or the Special
Servicer (in that order of priority) of all Mortgage Loans and each REO Property
remaining in REMIC I, at a price determined as provided in the Agreement, and
(ii) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. The
Agreement permits, but does not require, any such Majority Certificateholder,
the Master Servicer or the Special Servicer to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

   The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

   Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

   The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

   This Certificate shall be construed in accordance with the internal laws of
the State of New York that are applicable to agreements negotiated, made and to
be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


<PAGE>



   IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                       [____],
                                          as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class X Certificates referred to in the within mentioned
Agreement.

Dated:


                                       [____],
                                          as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory


<PAGE>



                                   SCHEDULE A



                   Certificate Balance of
                   Definitive Certificates
              exchanged or transferred for, or
               issued in exchange for or upon     Remaining Principal
              transfer of, an interest in this   Amount of Book Entry   Notation
     Date          Book-Entry Certificate             Certificate        Made By
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------


<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

   I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:____________________________________________________________.




                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions  shall, if permitted,  be made by wire transfer or otherwise,
in  immediately  available  funds,  to  _______________  for  the  account  of
_____________________.

   Distributions made by check (such check to be made payable to __________) and
all applicable statements and notices should be mailed to
_______________________________.

   This  information  is provided by  __________________________________,  the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-5
                           Form of Class R Certificate

                           CLASS R COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.


Date of Pooling and Servicing            Percentage  Interest  evidenced by this
Agreement:                               Certificate in the related Class:
[___ __, ___]
                                         [____]%

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: R-I

THIS  CERTIFICATE  DOES NOT  REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL  MORTGAGE INC., BANK OF AMERICA,  N.A., [____] OR [____] OR
ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR  INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

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) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (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 TRUSTEE OF AN INVESTMENT REPRESENTATION
LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS AS SET FORTH IN SECTION 5.02 OF THE AGREEMENT.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY IF
ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF
SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO
HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

   This certifies that [____] is the registered owner of the Percentage Interest
evidenced by this Certificate (as specified above) in that certain beneficial
ownership interest in the Trust Fund evidenced by all the Certificates of the
same Class as this Certificate. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Banc of America Commercial Mortgage Inc., as
Depositor, and the Master Servicer, the Special Servicer and the Trustee and
REMIC Administrator identified above. To the extent not defined herein, the
capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

   Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing upon the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

   The Certificates are limited in right of distribution to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account, Distribution Account and, if established, the REO Account
may be made from time to time for purposes other than, and, in certain cases,
prior to, distributions to Certificateholders, such purposes including the
reimbursement of advances made, or certain expenses incurred, with respect to
the Mortgage Loans and the payment of interest on such advances and expenses.

   The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

   As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

   Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii) of such Section 5.02(d) to
deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer and the Trustee and REMIC Administrator of any change or impending
change in its status as a Permitted Transferee. In connection with any proposed
transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the transfer of
this Certificate until its receipt of, an affidavit and agreement substantially
in the form attached as Exhibit C-1 to the Agreement (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee.

   Each Person holding or acquiring any Ownership Interest in this Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest herein
and (y) not to transfer its Ownership Interest herein unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.

   A "Permitted Transferee" is any Transferee that is not a Plan or a Person
acting on behalf of or using the assets of a Plan, a Disqualified Organization,
a Non-United States Person or any Person the income of which is attributable to
a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other United States Person.

   A "Disqualified Organization" is (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
which is a corporation if all of its activities are subject to tax and, except
for the Freddie Mac, a majority of whose 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) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code and (v) any other Person so
designated by the REMIC Administrator based upon an opinion of counsel that the
holding of an Ownership Interest in a Residual Certificate by such Person may
cause the Trust Fund 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.

   A "Non United States Person" is (a) any Person other than a United States
Person or (b) any Person the income of which is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such Person or any other United States Person. A "United
States Person" is a citizen or resident of the United States, a corporation or
partnership (except to the extent provided in the applicable Treasury
regulations) created or organized in, or under the laws of, the United States
any State thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, or an estate whose
income is subject to United States federal income tax 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 such U.S.
Persons have the authority to control all substantial decisions of the trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 that are eligible to elect to be treated as U.S.
Persons).

   No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

   Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

   The Trust Fund and the obligations created by the Agreement shall terminate
upon distribution (or provision for distribution) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be distributed
to them pursuant to the Agreement following the earlier of (i) the purchase by
the Majority Certificateholder of the Controlling Class (other than the
Depositor or any Mortgage Loan Seller), the Master Servicer or the Special
Servicer (in that order of priority) of all Mortgage Loans and each REO Property
remaining in REMIC I, at a price determined as provided in the Agreement, and
(ii) the final payment or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in REMIC I. The
Agreement permits, but does not require, any such Majority Certificateholder,
the Master Servicer or the Special Servicer to purchase from the Trust Fund all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

   The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

   Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

   The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

   This Certificate shall be construed in accordance with the internal laws of
the State of New York that are applicable to agreements negotiated, made and to
be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                       [____],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class R Certificates referred to in the within mentioned
Agreement.

Dated:


                                       [____],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory


<PAGE>

                                   SCHEDULE A


                   Certificate Balance of
                   Definitive Certificates
              exchanged or transferred for, or
               issued in exchange for or upon     Remaining Principal
              transfer of, an interest in this   Amount of Book Entry   Notation
     Date          Book-Entry Certificate             Certificate        Made By
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------
----------- ----------------------------------  ----------------------  -------


<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ________________________________________________________________ (please
print or typewrite name and address including postal zip code of assignee) the
beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

   I (we) further direct the issuance of a new Commercial Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Commercial Mortgage Pass-Through Certificate to the
following address:____________________________________________________________.




                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

   The assignee should include the following for purposes of distribution:

   Distributions  shall, if permitted,  be made by wire transfer or otherwise,
in  immediately  available  funds,  to  _______________  for  the  account  of
_____________________.

   Distributions made by check (such check to be made payable to __________) and
all applicable statements and notices should be mailed to
_______________________________.

   This  information  is provided by  __________________________________,  the
assignee named above, or _______________________________, as its agent.


<PAGE>

                                    EXHIBIT B

                   FORM OF INVESTMENT REPRESENTATION LETTER



[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
     Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
     [____]

Banc of America Commercial Mortgage Inc.
214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina 28255

      Re:   Transfer of Banc of America Commercial Mortgage Inc. Commercial
            Mortgage Pass-Through Certificates, Series [____]

Ladies and Gentlemen:

   This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [____ __, ___] (the "Pooling and Servicing
Agreement"), by and among Banc of America Commercial Mortgage Inc., as
Depositor, Bank of America, N.A., as Master Servicer, [____], as Special
Servicer, and [____], as Trustee and REMIC Administrator, on behalf of the
holders of Banc of America Commercial Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series [____] (the "Certificates"), in connection
with the transfer by _________________ (the "Seller") to the undersigned (the
"Purchaser") of $_______________ aggregate Certificate Balance of Class ___
Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

      In connection with such transfer, the Purchaser hereby represents and
warrants to you and the addressees hereof as follows:

            (a) Check one of the following:*

   |_| The Purchaser is an institutional "accredited investor" (an entity
meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act of 1933, as amended (the "1933 Act")) and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Certificates, and the
Purchaser and any accounts for which it is acting are each able to bear the
economic risk of the Purchaser's or such account's investment. The Purchaser is
acquiring the Certificates purchased by it for its own account or for one or
more accounts (each of which is an "institutional accredited investor") as to
each of which the Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any costs incurred by it in
connection with this transfer.


----------------------------------
* Each Purchaser must include one of the following two certifications.

   |_| The Purchaser is a "qualified institutional buyer" within the meaning of
Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as amended
(the "1933 Act"). The Purchaser is aware that the transfer is being made in
reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the
information required to be provided pursuant to paragraph (d)(4)(i) of Rule
144A.

            (b) The Purchaser's intention is to acquire the Certificate (a) for
      investment for the Purchaser's own account or (b) for resale (i) to
      "qualified institutional buyers" in transactions under Rule 144A, and not
      in any event with the view to, or for resale in connection with, any
      distribution thereof, or (ii) to institutional "accredited investors"
      meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation
      D promulgated under the 1933 Act and applicable state securities laws,
      pursuant to any other exemption from the registration requirements of the
      1933 Act and applicable state securities laws, subject in the case of this
      clause (ii) to (w) the receipt by the Certificate Registrar of a letter
      substantially in the form hereof, (x) the receipt by the Certificate
      Registrar of an opinion of counsel acceptable to the Certificate Registrar
      that such reoffer, resale, pledge or transfer is in compliance with the
      1933 Act, (y) the receipt by the Certificate Registrar of such other
      evidence acceptable to the Certificate Registrar that such reoffer,
      resale, pledge or transfer is in compliance with the 1933 Act and other
      applicable laws and (z) a written undertaking to reimburse the Trust for
      any costs incurred by it in connection with the proposed transfer. The
      Purchaser understands that the Certificate (and any subsequent
      Certificate) has not been registered under the 1933 Act, by reason of a
      specified exemption from the registration provisions of the 1933 Act which
      depends upon, among other things, the bona fide nature of the Purchaser's
      investment intent (or intent to resell to only certain investors in
      certain exempted transactions) as expressed herein.

            (c) The Purchaser has reviewed the Private Placement Memorandum
      relating to the Certificates (the "Private Placement Memorandum") and the
      agreements and other materials referred to therein and has had the
      opportunity to ask questions and receive answers concerning the terms and
      conditions of the transactions contemplated by the Private Placement
      Memorandum.

            (d) The Purchaser acknowledges that the Certificate (and any
      Certificate issued on transfer or exchange thereof) has not been
      registered or qualified under the 1933 Act or the securities laws of any
      State or any other jurisdiction, and that the Certificate cannot be resold
      unless it is registered or qualified thereunder or unless an exemption
      from such registration or qualification is available.

            (e) The Purchaser hereby undertakes to be bound by the terms and
      conditions of the Pooling and Servicing Agreement in its capacity as an
      owner of a Certificate or Certificates, as the case may be (each, a
      "Certificateholder"), in all respects as if it were a signatory thereto.
      This undertaking is made for the benefit of the Trust, the Certificate
      Registrar and all Certificateholders present and future.

            (f) The Purchaser will not sell or otherwise transfer any portion of
      the Certificate or Certificates, except in compliance with Section 5.02 of
      the Pooling and Servicing Agreement.

            (g) Check one of the following:*

   |_| The Purchaser is a U.S. Tax Person (as defined below) and it has attached
hereto an Internal Revenue Service ("IRS") Form W-9 (or successor form).

   |_| The Purchaser is not a "U.S. Tax Person" and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Certificate Registrar (or its agent) with respect to distributions to be made on
the Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form
W-8BEN (or successor form), which identifies such Purchaser as the beneficial
owner of the Certificate and states that such Purchaser is not a U.S. Tax
Person, (ii) two duly executed copies of IRS Form W-8IMY (with all appropriate
attachments) or (iii)]** two duly executed copies of IRS Form W-8ECI (or
successor form), which identify such Purchaser as the beneficial owner of the
Certificate and state that interest and original interest discount on the
Certificate and Permitted Investments is, or is expected to be, effectively
connected with a United States trade or business. The Purchaser agrees to
provide to the Certificate Registrar updated IRS Form [W-8BEN, IRS Form W-8IMY
or IRS Forms W-8ECI, as the case may be]**, any applicable successor IRS forms,
or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar.

   For this purpose, "U.S. Tax Person" means a citizen or resident of the United
States for United States federal income tax purposes, a corporation or
partnership (except to the extent provided in applicable Treasury regulations)
created or organized in or under the laws of the United States, any State
thereof or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes, an estate the income
of which is subject to United States federal income taxation regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more
United States fiduciaries have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Tax Persons).

            (h) Please make all payments due on the Certificates:***

   |_| (A)___by wire transfer to the following account at a bank or entity in
New York, New York, having appropriate facilities therefor:

            Bank: _________________________________________
            ABA#: _________________________________________
            Account #:  ___________________________________
            Attention:  ___________________________________


   |_| (B)___by mailing a check or draft to the following address:

            ________________________________________________
            ________________________________________________
            ________________________________________________

* Each Purchaser must include one of the two alternative certifications.

** Omit for Class R-I and Class R-II.

*** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.



                                       Very truly yours,



                                       _______________________________________
                                          [The Purchaser]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:


<PAGE>

                                   EXHIBIT C-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                        PURSUANT TO SECTION 5.02(d)(i)(B)

STATE OF                   )
                           ) participation.:
COUNTY OF                  )

      [NAME OF OFFICER], being first duly sworn, deposes and says that:

      (a) He/She is the [Title of Officer] of [Name of Prospective Transferee]
(the prospective transferee (the "Transferee") of a Banc of America Commercial
Mortgage Inc. Class R Commercial Mortgage Pass-Through Certificate, Series
[____], evidencing a ____% Percentage Interest in the Class to which it belongs
(the "Residual Certificate")), a __________________________________ duly
organized and validly existing under the laws of [the State of ____] [the United
States], on behalf of which he/she makes this affidavit. Capitalized terms used
but not defined herein have the respective meanings assigned thereto in the
Pooling and Servicing Agreement pursuant to which the Residual Certificate was
issued (the "Pooling and Servicing Agreement").

      (b) The Transferee (i) is [and, as of [date of transfer], will be] a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificate, and (ii) is acquiring the Residual
Certificate for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any person other than a
"disqualified organization" or a "non United States person". (For this purpose:
(i) a "disqualified organization" means the United States or a possession
thereof, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax (unless such organization is subject to the tax on unrelated business
taxable income); and (ii) a "non United States person" is any person other than
a "United States person". A "United States person" is a citizen or resident of
the United States, a corporation or partnership created or organized in, or
under the laws of, the United States, any state or the District of Columbia,
including any entity treated as a corporation or partnership for federal income
tax purposes, or an estate whose income is subject to United States federal
income tax 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 the authority to control all
substantial decisions of the trust, all within the meaning of Section
7701(a)(30) of the Code.)

      (c) The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificate to "disqualified organizations" under the
Internal Revenue Code of 1986, as amended; (ii) that such tax would be imposed
on the transferor, or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a "disqualified organization", on
the agent; (iii) that the person otherwise liable for the tax shall be relieved
of liability for the tax if the transferee furnishes to such person an affidavit
that the transferee is not a "disqualified organization" and, at the time of
transfer, such person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual Certificate may be a "non-economic residual
interest" within the meaning of Treasury Regulations Section 1.860E-1(c) and
that the transferor of a "non-economic residual interest" will remain liable for
any taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

      (d) The Transferee is aware of the tax imposed on a "pass-through entity"
holding the Residual Certificate if at any time during the taxable year of the
pass-through entity a "disqualified organization" is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

      (e) The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificate by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

      (f) The Transferee consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Residual Certificate will only be owned, directly
or indirectly, by a Permitted Transferee.

      (g) The Transferee's taxpayer identification number is ______________.

      (h) The Transferee has reviewed the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificate (in particular, clause (ii) of Section 5.02(d) which
authorizes the Trustee to deliver payments on the Residual Certificate to a
person other than the Transferee, in the event that the Transferee holds such
Residual Certificate in violation of Section 5.02(d)), and the Transferee
expressly agrees to be bound by and to comply with such provisions.

      (i) No purpose of the Transferee relating to its purchase or any sale of
the Residual Certificate is or will be to impede the assessment or collection of
any tax.

      (j) The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificate.

      (k) The Transferee will, in connection with any transfer that it makes of
the Residual Certificate, deliver to the Certificate Registrar a representation
letter substantially in the form of Exhibit C-2 to the Pooling and Servicing
Agreement in which it will represent and warrant, among other things, that it is
not transferring the Residual Certificate to impede the assessment or collection
of any tax and that it has at the time of such transfer conducted a reasonable
investigation of the financial condition of the proposed transferee as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and has satisfied
the requirements of such provision.

      (l) The Transferee will not cause income to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the Transferee or any other United States person.

      (m) Check the applicable box:

   |_| The present value of the anticipated tax liabilities associated with
holding the Residual Certificate does not exceed the sum of:

            (i) the present value of any consideration given to the Transferee
      to acquire such Residual Certificate;

            (ii) the present value of the expected future distributions on such
      Residual Certificate; and

            (iii) the present value of the anticipated tax savings associated
      with holding such Residual Certificate as the related REMIC generates
      losses.

   For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

   |_| The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,

            (i) the Transferee is an "eligible corporation," as defined in U.S.
      Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from
      the Residual Certificate will only be taxed in the United States;

            (ii) at the time of the transfer, and at the close of the
      Transferee's two fiscal years preceding the year of the transfer, the
      Transferee had gross assets for financial reporting purposes (excluding
      any obligation of a person related to the Transferee within the meaning of
      U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
      million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Residual Certificate only to
      another "eligible corporation," as defined in U.S. Treasury Regulations
      Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
      requirements of U.S. Treasury Regulations Sections 1.860G-1(c)(4)(i), (ii)
      and (iii) and 1.860E-1(c)(5); and

            (iv) the Transferee determined the consideration paid to it to
      acquire the Residual Certificate based on reasonable market assumptions
      (including, but not limited to, borrowing and investment rates, prepayment
      and loss assumptions, expense and reinvestment assumptions, tax rates and
      other factors specific to the Transferee) that it has determined in good
      faith.

|_| None of the above.

<PAGE>

   IN WITNESS  WHEREOF,  the  Transferee  has  caused  this  instrument  to be
executed on its behalf,  pursuant to the  authority of its Board of Directors,
by its [Title of Officer]  and its  corporate  seal to be  hereunto  attached,
attested by its [Assistant] Secretary, this ___ day of __________, 20__.


                                       [NAME OF TRANSFEREE]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]

[Corporate Seal]

ATTEST:

------------------------------
[Assistant] Secretary

   Personally appeared before me the above named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Transferee

   Subscribed and sworn before me this ___ day of ______________, 20__.



                                       _________________________________________
                                       NOTARY PUBLIC

COUNTY OF ___________
STATE OF _____________
My Commission expires the _________
day of _____________, 20__.


<PAGE>

                                   EXHIBIT C-2

                         FORM OF TRANSFEROR CERTIFICATE
                        PURSUANT TO SECTION 5.02(d)(i)(D)

                                                     __________________, 20___

[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
     Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
     [____]


      Re:   Banc of America Commercial Mortgage Inc. Commercial Mortgage
            Pass-Through Certificates, Series [____], Class R, evidencing a __%
            percentage interest in the Class to which it belongs

Dear Sirs:

      This letter is delivered to you in connection with the transfer by
_____________ (the "Transferor") to ____________________ (the "Transferee") of
the captioned Class R Certificate (the "Residual Certificate"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of [____ __, ___], by and among Banc of America Commercial
Mortgage Inc., as Depositor, Bank of America, N.A., as Master Servicer, [____],
as Special Servicer, and [____], as Trustee and REMIC Administrator. All terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby represents
and warrants to you, as Certificate Registrar, that:

            (a) No purpose of the Transferor relating to the transfer of the
      Residual Certificate by the Transferor to the Transferee is or will be to
      impede the assessment or collection of any tax.

            (b) The Transferor understands that the Transferee has delivered to
      you a Transfer Affidavit and Agreement in the form attached to the Pooling
      and Servicing Agreement as Exhibit C-1. The Transferor does not know or
      believe that any representation contained therein is false.

            (c) The Transferor has at the time of this transfer conducted a
      reasonable investigation of the financial condition of the Transferee as
      contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a
      result of that investigation, the Transferor has determined that the
      Transferee has historically paid its debts as they became due and has
      found no significant evidence to indicate that the Transferee will not
      continue to pay its debts as they become due in the future. The Transferor
      understands that the transfer of the Residual Certificate may not be
      respected for United States federal income tax purposes (and the
      Transferor may continue to be liable for United States federal income
      taxes associated therewith) unless the Transferor has conducted such an
      investigation.


                                       Very truly yours,


                                       ________________________________________
                                       (Transferor)



                                       By:_____________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT D

                               REQUEST FOR RELEASE

                                                   ____________________, 20___

[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
       Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
       [____]

   In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among
Banc of America Commercial Mortgage Inc., as Depositor, Bank of America, N.A.,
as Master Servicer, [____], as Special Servicer, and [____], as Trustee and
REMIC Administrator, the undersigned hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as
Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

   Property Name:____________________________________

   Address:_________________________________________

   Prospectus No.:____________________________________

If only particular documents in the Mortgage File are requested, please specify
which:
_______________________________________________________________________________

      Reason for requesting file (or portion thereof):

   ______   (a)   Mortgage Loan paid in full. The undersigned hereby certifies
that all amounts received in connection with the Mortgage Loan that are required
to be credited to the Certificate Account pursuant to the Pooling and Servicing
Agreement, have been or will be so credited.

   ______   (b)   The Mortgage Loan is being foreclosed.

   ______   (c)   Other.  (Describe)


<PAGE>

   The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently, or unless the Mortgage Loan is
being foreclosed, in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.

   Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                       BANK OF AMERICA, N.A.



                                       By:____________________________________
                                          Name:
                                          Title:
                                          Phone:


                                       [____]



                                       By:____________________________________
                                          Name:
                                          Title:
                                          Phone:

Please deliver the Mortgage File as follows:
_______________________________________
_______________________________________
_______________________________________
Attention:  ___________________________
Phone:   ______________________________


<PAGE>

                                    EXHIBIT E

                       FORM OF ERISA REPRESENTATION LETTER



[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
       Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
       [____]

Banc of America Commercial Mortgage Inc.
214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina 28255

      Re:   Transfer of Banc of America Commercial Mortgage Inc. Commercial
            Mortgage Pass-Through Certificates, Series [____]

Ladies and Gentlemen:

   The undersigned (the "Purchaser") proposes to purchase $____________ initial
Certificate Balance of Banc of America Commercial Mortgage Inc. Commercial
Mortgage Pass-Through Certificates, Series [____], Class __ (the "Certificate")
issued pursuant to that Pooling and Servicing Agreement, dated as of [____ __,
___] (the "Pooling and Servicing Agreement"), by and among Banc of America
Commercial Mortgage Inc., as Depositor, Bank of America, N.A., as Master
Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
Administrator. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.

      In connection with such transfer, the undersigned hereby represents and
warrants to you as follows:

      1. The Purchaser either is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (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 any such
Plan and the application of Department of Labor Regulation ss. 2510.3-101),
other than (except with respect to the Residual Certificates) an insurance
company using the assets of its general account under circumstances whereby the
purchase and holding of Offered Private Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code
under both Sections I and III of Prohibited Transaction Class Exemption 95-60,
or (except with respect to the Residual Certificates) will deliver the opinion
contemplated by 3 below.

      2. Except for the Residual Certificates (which may not transferred unless
the Purchaser can make the representation described in 1 above), the Purchaser
is purchasing Certificates, which at the time of purchase are rated "BBB-" or
better by at least one of Fitch, Inc., Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc.,
and the Purchaser (a) is purchasing the Certificates pursuant to Prohibited
Transaction Exemption 93-31 and (b) is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under
the Securities Act of 1933, as amended.

      3. Except for the Residual Certificates (which may not transferred unless
the Purchaser can make the representation described in 1 above), the Purchaser
understands that if the Purchaser is a Person referred to in 1(a) or (b) above
and cannot make the representation in 2 above, such Purchaser is required to
provide to the Certificate Registrar an opinion of counsel in form and substance
satisfactory to 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" within
the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Registrar, the Master Servicer, the Special
Servicer, the Placement Agent or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any such Similar Law) in addition to those set forth in the Pooling and
Servicing Agreement, which Opinion of Counsel will not be at the expense of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Placement
Agent, the Certificate Registrar or the Trust Fund.

   IN   WITNESS   WHEREOF,   the   Purchaser   hereby   executes   this  ERISA
Representation Letter on the ___th day of _____, ____.


                                       Very truly yours,



                                       _______________________________________
                                       [The Purchaser]



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT F

                         FORM OF CUSTODIAL CERTIFICATION

[Date]

Banc of America Commercial Mortgage Inc.,
       as Depositor

214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina 28255
Attention:  [____]

      Re:   Pooling and Servicing Agreement dated as of [____ __, ___] (the
            "Agreement") by and among Banc of America Commercial Mortgage Inc.
            as Depositor, Bank of America, N.A., as Master Servicer, [____], as
            Special Servicer, and [____], as Trustee and REMIC Administrator,
            for the Certificateholders of Commercial Mortgage Pass-Through
            Certificates, Series [____]

Ladies and Gentlemen:

   Pursuant to Section 2.02(b) of the above referenced Agreement, the Trustee
hereby certifies as to each Mortgage Loan listed on the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full), and except as specifically
identified in the exception report annexed hereto, (i) all documents specified
in the definition of "Mortgage File" are in its possession or the possession of
a Custodian on its behalf, or each Mortgage Loan Seller has otherwise satisfied
the delivery requirements in respect of such documents in accordance with
Section 2.01(b) and (ii) all documents received by it or any Custodian in
respect of such Mortgage Loan have been reviewed by it or by a Custodian on its
behalf and appear regular on their face, appear to be executed, and relate to
such Mortgage Loan.

   None of the Trustee, the Master Servicer, the Special Servicer or any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (iii), (v), (vi) and (viii) through (xii) of the
definition of "Mortgage File" exist or are required to be delivered by the
Mortgage Loan Seller in respect of any Mortgage Loan, or (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, binding, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face. Notwithstanding the foregoing, with respect to
Letters of Credit referenced in clause (xii) of the definition of "Mortgage
File" the Trustee shall perform the review set forth in Section
2.02(b)(iii)(A)-(C) of the Agreement. Furthermore, except as expressly provided
in Section 2.02(b) of the Agreement, none of the Trustee, the Master Servicer,
the Special Servicer or any Custodian shall have any responsibility for
determining whether the text of any assignment or endorsement is in proper or
recordable form, whether the requisite recording of any document is in
accordance with the requirements of any applicable jurisdiction, or whether a
blanket assignment is permitted in any applicable jurisdiction.

   Any terms used herein and not defined shall have the respective meaning
assigned to them in the Agreement.


                                       Respectfully,



                                       [Name]
                                       [Title]

cc:   [____], Assistant General Counsel, Bank of America Corporation


<PAGE>

                                    EXHIBIT G


<PAGE>
                                    EXHIBIT H

                           FORM OF REQUEST FOR REVIEW

                                                   __________________, 20_____

[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
     Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
     [____]

      Re:   Pooling and Servicing Agreement dated as of [____ __, ___] (the
            "Agreement") by and among Banc of America Commercial Mortgage Inc.,
            as Depositor, Bank of America, N.A., as Master Servicer, [____], as
            Special Servicer, and [____], as Trustee and REMIC Administrator,
            for the Certificateholders of Commercial Mortgage Pass-Through
            Certificates, Series [____]

Ladies and Gentlemen:

   Pursuant to Section 2.02(b) of the above referenced Agreement,
[_________________] requests a review of the following Mortgage file:

   Property Name:_________________________________________

   Property Address:____________________________________________

   Loan Number:_________________________________________________

   The results of such review should be returned to [___________________] at the
following address:

   ________________________________

   ________________________________

   ________________________________

   Phone:__________________________

   Fax:____________________________


<PAGE>

                                    EXHIBIT I

                FORM OF NOTICE REGARDING PURCHASE OPTION EXERCISE

                         [Letterhead of Master Servicer]

                                     [Date]

[Option Holder]

      Re:   Banc of America Commercial Mortgage Inc. Commercial Mortgage
            Pass-Through Certificates, Series [____]

Ladies and Gentlemen:

   You are the holder of an assignable option (the "Purchase Option") to
purchase Mortgage Loan number ____ from the Trust Fund, pursuant to Section 3.18
of the pooling and servicing agreement (the "Pooling and Servicing Agreement")
dated as of [____ __, ___], by and among Banc of America Commercial Mortgage
Inc., as depositor, Bank of America, N.A., as Master Servicer, [____], as
Special Servicer, and [____], as Trustee and REMIC Administrator. Capitalized
terms used herein and not otherwise defined shall have the meaning set forth in
the Pooling and Servicing Agreement.

   This notice is to inform you that the exercise of your Purchase Option in
respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice
dated _________, a copy of which is attached hereto, is effective. Pursuant to
Section 3.18(d) of the Pooling and Servicing Agreement and your Purchase Option
Notice, closing of [your] [_________'s] acquisition of Mortgage Loan number ___
shall occur within ten (10) Business Days of your receipt of this notice, at the
place and in the manner described below.

   [Describe closing mechanics. Describe documents or instruments required to be
prepared by Option Holder in connection with assignment and release of the
related Mortgage Loan.]

   Upon payment of the Option Price, Mortgage Loan number ___ and the related
Mortgaged Property will be released and the related Mortgage Loan File will be
delivered to [you] [__________] or at [your] [_________'s] direction.

   Drafts of such instruments of transfer or assignment, in each case without
recourse, reasonably necessary to vest in [you] or [________] the ownership of
Mortgage Loan ____, together with [describe other documents or instruments
reasonably required to consummate the purchase] should be delivered to
[____________] for review as soon as is practicable.

   [Provide Master Servicer contact information.]

   Please acknowledge receipt of this letter by signing the enclosed copy and
return it to my attention.


                                       Sincerely,



                                       By:____________________________________
                                          Name:
                                          Title:

Option Holder's Acknowledgment



By:  _______________________________
     Name:
     Title:
     Date:


<PAGE>

                                    EXHIBIT J

                                     FORM OF
                            NOTICE AND CERTIFICATION
                     REGARDING DEFEASANCE OF A MORTGAGE LOAN

 For any loan that is not among ten (10) largest loans in pool, and that has an
     outstanding balance less than both (a) $20,000,000 and (b) 5% of
                            outstanding pool balance

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York  10041
      Attn:  Commercial Mortgage Surveillance

From: Bank of America, N.A., in its capacity as Master Servicer (the "Master
      Servicer") under the Pooling and Servicing Agreement dated as of [____
      __, ___] (the "Pooling and Servicing Agreement"), among the Master
      Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
      Administrator.

Date: _________, 20___

      Re:   Banc of America Commercial Mortgage Inc. Commercial Mortgage
            Pass-Through Certificates Series [____]

      Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
      Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
      heretofore secured by the Mortgaged Properties identified on the Mortgage
      Loan Schedule by the following names:____________________


   Reference is made to the Pooling and Servicing  Agreement  described above.
Capitalized  terms used but not defined  herein have the meanings  assigned to
such terms in the Pooling and Servicing  Agreement.  [Note:  all terms in this
Certification  must be  conformed  to terms used in the Pooling and  Servicing
Agreement]

      As Master Servicer under the Pooling and Servicing Agreement, we hereby:

            (a) Notify you that the Mortgagor has consummated a defeasance of
      the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
      checked below:

   ____     a full defeasance of the entire principal  balance of the Mortgage
Loan; or

   ____     a partial  defeasance of a portion of the principal balance of the
Mortgage Loan that represents  and, an allocated loan amount of  $____________
or _______% of the entire principal balance of the Mortgage Loan;

            (b) Certify that each of the following is true, subject to those
      exceptions set forth with explanatory notes on Exhibit A hereto, which
      exceptions the Master Servicer has determined, consistent with the
      Servicing Standard, will have no material adverse effect on the Mortgage
      Loan or the defeasance transaction:

                  (A) The Mortgage Loan Documents permit the defeasance, and the
            terms and conditions for defeasance specified therein were satisfied
            in all material respects in completing the defeasance.

                  (B) The defeasance was consummated on __________, 20__.

                  (C) The defeasance collateral consists of securities that (i)
            constitute "government securities" as defined in Section 2(a)(16) of
            the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii)
            are listed as "Qualified Investments for `AAA' Financings" under
            Paragraphs 1, 2 or 3 of "Cash Flow Approach" in Standard & Poor's
            Public Finance Criteria 2000, as amended to the date of the
            defeasance, (iii) are rated "AAA" by Standard & Poor's, (iv) if they
            include a principal obligation, the principal due at maturity cannot
            vary or change, and (v) are not subject to prepayment, call or early
            redemption.

                  (D) The Master Servicer received an opinion of counsel (from
            counsel approved by the Master Servicer in accordance with the
            Servicing Standard) that the defeasance will not result in an
            Adverse REMIC event.

                  (E) The Master Servicer determined that the defeasance
            collateral will be owned by an entity (the "Defeasance Obligor")
            that is a Single-Purpose Entity (as defined in Standard & Poor's
            Structured Finance Ratings Real Estate Finance Criteria, as amended
            to the date of the defeasance (the "S&P Criteria")) as of the date
            of the defeasance, and after the defeasance owns no assets other
            than the defeasance collateral and real property securing Mortgage
            Loans included in the pool.

                  (F) The Master Servicer received written confirmation of the
            crediting of the defeasance collateral to an Eligible Account (as
            defined in the S&P Criteria) in the name of the Defeasance Obligor,
            which account is maintained as a securities account by a securities
            intermediary and has been pledged to the Trustee.

                  (G) The agreements executed in connection with the defeasance
            (i) grant control of the pledged securities account to the trustee,
            (ii) require the securities intermediary to make the scheduled
            payments on the Mortgage Loan from the proceeds of the defeasance
            collateral directly to the Master Servicer's collection account in
            the amounts and on the dates specified in the Mortgage Loan
            Documents or, in a partial defeasance, the portion of such scheduled
            payments attributed to the allocated loan amount for the real
            property defeased, increased by any defeasance premium specified in
            the Mortgage Loan Documents (the "Scheduled Payments"), (iii) permit
            reinvestment of proceeds of the defeasance collateral only in
            Permitted Investments (as defined in the S&P Criteria), (iv) permit
            release of surplus defeasance collateral and earnings on
            reinvestment from the pledged securities account only after the
            Mortgage Loan has been paid in full, if any such release is
            permitted, (v) prohibit transfers by the Defeasance Obligor of the
            Defeasance Collateral and subordinate liens against the defeasance
            collateral, and (vi) provide for payment from sources other than the
            defeasance collateral or other assets of the Defeasance Obligor of
            all fees and expenses of the securities intermediary for
            administering the defeasance and the securities account and all fees
            and expenses of maintaining the existence of the Defeasance Obligor.

                  (H) The Master Servicer received written confirmation from a
            firm of independent certified public accountants, who were approved
            by the Master Servicer in accordance with the Servicing Standard
            stating that (i) revenues from the defeasance collateral (without
            taking into account any earnings on reinvestment of such revenues)
            will be sufficient to timely pay each of the Scheduled Payments
            after the defeasance including the payment in full of the Mortgage
            Loan (or the allocated portion thereof in connection with a partial
            defeasance) on its Maturity Date (or, in the case of an ARD Loan, on
            its Anticipated Repayment Date), (ii) the revenues received in any
            month from the defeasance collateral will be applied to make
            Scheduled Payments within four (4) months after the date of receipt,
            and (iii) interest income from the defeasance collateral to the
            Defeasance Obligor in any calendar or fiscal year will not exceed
            such Defeasance Obligor's interest expense for the Mortgage Loan (or
            the allocated portion thereof in a partial defeasance) for such
            year.

                  (I) The Mortgage Loan is not among the ten (10) largest loans
            in the pool. The entire principal balance of the Mortgage Loan as of
            the date of defeasance was less than both $20,000,000 and five
            percent of pool balance, which is less than 5% of the aggregate
            Certificate Balance of the Certificates as of the date of the most
            recent Paying Agent's Monthly Certificateholder Report received by
            us (the "Current Report").

                  (J) The defeasance described herein, together with all prior
            and simultaneous defeasances of Mortgage Loans, brings the total of
            all fully and partially defeased Mortgage Loans to
            $__________________, which is _____% of the Aggregate Certificate
            Balance of the Certificates as of the date of the Current Report.

            (c) Certify that Exhibit B hereto is a list of the material
      agreements, instruments, organizational documents for the Defeasance
      Obligor, and opinions of counsel and independent accountants executed and
      delivered in connection with the defeasance.

            (d) Certify that the individual under whose hand the Master Servicer
      has caused this Notice and Certification to be executed did constitute a
      Servicing Officer as of the date of the defeasance described above.

            (e) Agree to provide copies of all items listed in Exhibit B to you
      upon request.

   IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                       BANK OF AMERICA, N.A.



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT K

               FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

                    Banc of America Commercial Mortgage Inc.
                  Commercial Mortgage Pass-Through Certificates
                           Series [____] (the "Trust")

      I, [identify the certifying individual], certify that:

            (a)I have reviewed this annual report on Form 10-K, and all reports
      on Form 8-K containing distribution date reports filed in respect of
      periods included in the year covered by this annual report, of the Trust
      formed pursuant to the Pooling and Servicing Agreement (the ("Pooling and
      Servicing Agreement") dated as of [____ __, ___] among Banc of America
      Commercial Mortgage Inc., as Depositor, Bank of America, N.A., as Master
      Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
      Administrator;

            (b) Based on my knowledge, the information in these reports, taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by this annual report;

            (c) Based on my knowledge, the servicing information required to be
      provided to the Trustee by the Master Servicer and the Special Servicer
      under the Pooling and Servicing Agreement is included in these reports;

            (d) I am responsible for reviewing the activities performed by the
      Master Servicer and the Special Servicer under the Pooling and Servicing
      Agreement and based upon the review required under the Pooling and
      Servicing Agreement, and except as disclosed in the report, the Master
      Servicer and Special Servicer have fulfilled their obligations under the
      Pooling and Servicing Agreement; and

            (e) I have disclosed to the Trust's certified public accountants all
      significant deficiencies relating to the Master Servicer's or Special
      Servicer's compliance with the minimum servicing standards in accordance
      with a review conducted in compliance with the Uniform Single Attestation
      Program for Mortgage Bankers or similar standard as set forth in the
      Pooling and Servicing Agreement.

      In  giving  the  certifications  above,  I  have  reasonably  relied  on
information provided to me by the following  unaffiliated  parties:  ________,
as Special Servicer,  ________, as Trustee and REMIC Administrator,  ________,
as Sub-Servicer, ________, and as Sub-Servicer, ________.

Date: _________________________

_______________________________
[Signature]
[Title]

<PAGE>

                                    EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

      Re:   Banc of America Commercial Mortgage Trust [____] (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series [____]

            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as [Trustee/Master
Servicer/Special Servicer] under that certain Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") dated as of [____ __, ___], among Banc
of America Commercial Mortgage Inc., as Depositor, Bank of America, N.A., as
Master Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
Administrator, certify to [identify the individual signing the Sarbanes-Oxley
Certification], the Depositor and its partners, representatives, affiliates,
members, managers, directors, officers, employees and agents, to the extent that
the following information is within our normal area of responsibilities and
duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:

            (a) [To be certified by the Trustee] [I have reviewed the annual
      report on Form 10-K for the fiscal year [___] (the "Annual Report"), and
      all reports on Form 8-K containing statements to certificateholders filed
      in respect of periods included in the year covered by that Annual Report
      (collectively with the Annual Reports, the "Reports"), of the Trust;]

            (b) [To be certified by the Trustee] [To the best of my knowledge,
      the information in the Reports, to the extent prepared by the [Trustee]
      (but not including any information provided to the [Trustee] by the Master
      Servicer or Special Servicer, other than to the extent that such
      information has been aggregated or manipulated by [Trustee]), taken as a
      whole, does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading as
      of the last day of the period covered by the Annual Report;]

            (c) [To be certified by the Trustee] [To the best of my knowledge,
      the distribution or servicing information required to be provided to the
      Trustee by the Master Servicer and the Special Servicer under the Pooling
      and Servicing Agreement for inclusion in the Reports is included in the
      Reports;]

            (d) [To be certified by the Master Servicer and Special Servicer] [I
      am responsible for reviewing the activities performed by [the Master
      Servicer] [the Special Servicer] under the Pooling and Servicing Agreement
      and based upon my knowledge and the annual compliance review required
      under the Pooling and Servicing Agreement, and except as disclosed in the
      annual report on Form 10-K for the fiscal year [___], or in any reports on
      Form 8-K containing statements to certificateholders filed in respect of
      periods included in the year covered by that annual report, [the Master
      Servicer] [the Special Servicer] has fulfilled its obligations under the
      Pooling and Servicing Agreement, including the provision of all Reports
      required to be submitted to the Trustee thereunder, and that, to the
      knowledge of [the Master Servicer] [the Special Servicer], based upon the
      review required under the Pooling and Servicing Agreement with respect to
      [the Master Servicer] [the Special Servicer], such reports do not contain
      any material misstatements or omissions; and]

            (e) [To be certified by the Master Servicer and Special Servicer] [I
      have disclosed to [the Master Servicer's] [the Special Servicer's]
      certified public accountants all significant deficiencies relating to the
      compliance of [the Master Servicer] [the Special Servicer] with the
      minimum servicing standards in accordance with a review conducted in
      compliance with the Uniform Single Attestation Program for Mortgage
      Bankers or similar procedure as set forth in the Pooling and Servicing
      Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

<PAGE>

                                    EXHIBIT M

                        FORM OF REGULATION S CERTIFICATE



[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
       Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
       [____]


Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial
     Mortgage Pass-Through Certificates, Series [____], Class [   ]

Ladies and Gentlemen:

      Reference is made to the Pooling and Servicing Agreement, dated as of
[____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Domestic Global Certificate (CUSIP No. ) with the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Regulation S Global Certificate (ISIN No. ).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and the Certificates and (i) with respect to transfers
made in accordance with Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (a) the offer of the Certificates was not made to a person in the
      United States,

      [(b) at the time the buy order was originated, the Transferee was outside
the United States or the Transferor and any person acting on its behalf
reasonably believed that the Transferee was outside the United States,]*

            [2. the transaction was executed in, on or through the facilities of
a designated offshore securities market and neither the undersigned nor any
person acting on its behalf knows that the transaction was pre-arranged with a
buyer in the United States,]*

----------------------------
* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

            (c) no directed selling efforts have been made in contravention of
      the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
      and

            (d) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act;

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.


                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:  _________ __, __


<PAGE>

                                    EXHIBIT N

                          FORM OF TRANSFER CERTIFICATE
                          FOR EXCHANGE OR TRANSFER FROM
                   DOMESTIC GLOBAL CERTIFICATE TO REGULATION S
                 GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD

                       (Exchanges or transfers pursuant to
             Section 5.02(d) of the Pooling and Servicing Agreement)



[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
       Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
       [____]


      Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial
            Mortgage Pass-Through Certificates, Series [____], Class [ ]

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Domestic Global Certificate (CUSIP No. _____________) with the Depository in the
name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest for an interest in the
Regulation S Global Certificate (CUSIP No. ____________) to be held with
[Euroclear] [Clearstream]* (ISIN No. _____________) through the Depository.

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:

            (a) the offer of the Certificates was not made to a person in the
      United States,

      [(b) at the time the buy order was originated, the transferee was outside
the United States or the Transferor and any persons acting on its behalf
reasonably believed that the transferee was outside the United States,]**

------------------------------
** Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

            [2. the transaction was executed in, on or through the facilities
of a designated offshore securities market and neither the Transferor nor any
person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States,]

            (c) no directed selling efforts have been made in contravention of
      the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
      and

            (d) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.


                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:  _____________, ___


<PAGE>

                                    EXHIBIT O

                          FORM OF TRANSFER CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM DOMESTIC
                    GLOBAL CERTIFICATE TO REGULATION S GLOBAL
                     CERTIFICATE AFTER THE RESTRICTED PERIOD

                       (Exchange or transfers pursuant to
             Section 5.02(d) of the Pooling and Servicing Agreement)



[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
     Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
     [____]

      Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial
            Mortgage Pass-Through Certificates, Series [____], Class [ ]

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Domestic Global Certificate (CUSIP No. _____) with the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Regulation S Global Certificate (ISIN No. _____).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:

            (a) the offer of the Certificates was not made to a person in the
      United States,

      [(b) at the time the buy order was originated, the transferee was outside
the United States or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States,]

            (c) the transaction was executed in, on or through the facilities of
      a designated offshore securities market and neither the Transferor nor any
      person acting on its behalf knows that the transaction was prearranged
      with a buyer in the United States,]*

            (d) no directed selling efforts have been made in contravention of
      the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
      and

            (e) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act;

      or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.


                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:      ____ __, ____



* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

<PAGE>

                                    EXHIBIT P

                          FORM OF TRANSFER CERTIFICATE
                FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
                   CERTIFICATE TO DOMESTIC GLOBAL CERTIFICATE

                       (Exchange or transfers pursuant to
             Section 5.02(d) of the Pooling and Servicing Agreement)



[____]

[____]

[____]

Attn:  Global Securities & Trust Services - Banc of America Commercial
     Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series
     [____]

      Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial
            Mortgage Pass-Through Certificates, Series [____], Class [ ]

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Regulation S Global Certificate (CUSIP No. __________) with [Euroclear]
[Clearstream]* (ISIN No. __________) through the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Domestic Global Certificate (CUSIP No. __________).

      In connection with such request, and in respect of such Certificates, the
Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and
Servicing Agreement and (ii) Rule 144A under the Securities Act to a transferee
that the Transferor reasonably believes is purchasing the Certificates for its
own account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer, the Special
Servicer and [____], [____] and [____], Inc., the Initial Purchasers of the
offering of the Certificates.


                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:      ____ __, ____