Exhibit 4(a)

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


                  WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                      [WACHOVIA BANK, NATIONAL ASSOCIATION]

                                 Master Servicer

                                       and

                                  [__________]
                                Special Servicer

                                       and

                                  [__________]
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of [__________]

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

                                  $[__________]



                  Commercial Mortgage Pass-Through Certificates

                               Series [__________]


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


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms................................................


                                   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 Trust Fund by Trustee......................
Section 2.03  Mortgage Loan Seller's Repurchase or Substitution of
               Mortgage Loans for Document Defects and Breaches of
               Representations and Warranties..............................
Section 2.04  Representations and Warranties of Depositor..................
Section 2.05  Conveyance of Mortgage Loans; Acceptance of REMIC I and
               Additional Interest Grantor Trust by Trustee................
Section 2.06  Issuance of the REMIC I Regular Interests; Execution,
               Authentication and Delivery of Class R-I Certificates.......
Section 2.07  Conveyance of REMIC I Regular Interests; Acceptance of
               REMIC II by Trustee.........................................
Section 2.08  Execution, Authentication and Delivery of REMIC II
               Certificates................................................
Section 2.09  [Reserved]...................................................
Section 2.10  Execution, Authentication and Delivery of Class Z
               Certificates................................................


<PAGE>

                                   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; Reserve Accounts........................
Section 3.04  Certificate Account, Interest Reserve Account,
               Gain-on-Sale Reserve Account, Additional Interest
               Account, Distribution Account and Companion Distribution
               Account.....................................................
Section 3.05  Permitted Withdrawals from the Certificate Account,
               Distribution Account, Interest Reserve Account,
               Additional Interest Account, Gain-on-Sale Reserve
               Account and Companion Distribution Account..................
Section 3.06  Investment of Funds in the Servicing Accounts, Reserve
               Accounts, Certificate Account, Interest Reserve Account,
               Distribution Account, Companion Distribution Account,
               Additional Interest Account, Gain-on-Sale Reserve
               Account and 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; Required
               Appraisals..................................................
Section 3.10  Trustee and Custodian to Cooperate; Release of Mortgage
               Files.......................................................
Section 3.11  Servicing Compensation.......................................
Section 3.12  Property Inspections; Collection of Financial Statements;
               Delivery of Certain Reports.................................
Section 3.13  Annual Reports on Assessment of Compliance with Servicing
               Criteria and Annual Reports on Assessment of Compliance
               with Servicing Criteria.....................................
Section 3.14  Attestation 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 Master Servicer and Special
               Servicer....................................................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping....................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations and Warranties of Master Servicer and
               Special Servicer............................................
Section 3.24  Sub-Servicing Agreement Representation and Warranty..........
Section 3.25  Designation of Controlling Class Representative..............
Section 3.26  Companion Paying Agent.......................................
Section 3.27  Companion Register...........................................
Section 3.28  [Reserved]...................................................
Section 3.29  Future Debt Secured by Interests in Related Borrowers........
Section 3.30  Certain Matters Relating to the Future Securitization of
               the [__________] Companion Loan.............................


                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

 Section 4.01 Distributions................................................
Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
               Update File.................................................
Section 4.03  P&I Advances.................................................


<PAGE>

Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses; Allocation of Certificate Deferred Interest;
               Allocation of Appraisal Reduction Amounts...................
Section 4.05  Calculations.................................................
Section 4.06  Use of Agents................................................


                                    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........................................


                                   ARTICLE VI

               THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
              SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

Section 6.01  Liability of Depositor, Master Servicer and Special
               Servicer....................................................
Section 6.02  Merger, Consolidation or Conversion of Depositor or
               Master Servicer or Special Servicer.........................
Section 6.03  Limitation on Liability of Depositor, Master Servicer and
               Special Servicer............................................
Section 6.04  Resignation of Master Servicer and the Special Servicer......
Section 6.05  Rights of Depositor and Trustee in Respect of Master
               Servicer and the Special Servicer...........................
Section 6.06  Depositor, Master Servicer and Special Servicer to
               Cooperate with Trustee......................................
Section 6.07  Depositor, Special Servicer and Trustee to Cooperate with
               Master Servicer.............................................
Section 6.08  Depositor, Master Servicer and Trustee to Cooperate with
               Special Servicer............................................
Section 6.09  Designation of Special Servicer by the Controlling
               Class and Controlling Holders...............................
Section 6.10  Master Servicer or Special Servicer as Owner of a
               Certificate.................................................
Section 6.11  The Controlling Class Representative.........................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default............................................

<PAGE>

Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders and Companion Holders.....
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 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 and Expenses of Trustee; Indemnification of Trustee.....
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of 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  Appointment of Authenticating Agents.........................
Section 8.13  Access to Certain Information................................
Section 8.14  Appointment of REMIC Administrators..........................
Section 8.15  Representations and Warranties of Trustee....................
Section 8.16  Appointment of the Paying Agent..............................
Section 8.17  Reports to the Securities and Exchange Commission;
               Available Information.......................................
Section 8.18  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 TAX PROVISIONS

Section 10.01 REMIC Administration.........................................
Section 10.02 Administration of the Additional Interest Grantor Trust......



<PAGE>


                                   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 Grant of a Security Interest.................................
Section 11.08 Streit Act...................................................
Section 11.09 Successors and Assigns; Beneficiaries........................
Section 11.10 Article and Section Headings.................................
Section 11.11 Notices to Rating Agencies...................................
Section 11.12 Complete Agreement...........................................


<PAGE>


                                    EXHIBITS

Exhibit Description                Exhibit No.   Section Reference
-------------------                ----------    -------------------

Form of Class A-1 Certificate          A-1     Section 1.01 Definition of
                                               "Class A-1 Certificate"

Form of Class A-2 Certificate          A-2     Section 1.01 Definition of
                                               "Class A-2 Certificate"

Form of Class A-3 Certificate          A-3     Section 1.01 Definition of
                                               "Class A-3 Certificate"

Form of Class A-PB Certificate         A-4     Section 1.01 Definition of
                                               "Class A-PB Certificate"

Form of Class A-4 Certificate          A-5     Section 1.01 Definition of
                                               "Class A-4 Certificate"

Form of Class A-5 Certificate          A-6     Section 1.01 Definition of
                                               "Class A-5 Certificate"

Form of Class A-1A Certificate         A-7     Section 1.01 Definition of
                                               "Class A-1A Certificate"

Form of Class X-C Certificate          A-8     Section 1.01 Definition of
                                               "Class X-C Certificate"

Form of Class X-P Certificate          A-9     Section 1.01 Definition of
                                               "Class X-P Certificate"

Form of Class A-M Certificate         A-10     Section 1.01 Definition of
                                               "Class A-M Certificate"

Form of Class A-J Certificate         A-11     Section 1.01 Definition of
                                               "Class A-J Certificate"

Form of Class B Certificate           A-12     Section 1.01 Definition of
                                               "Class B Certificate"

Form of Class C Certificate           A-13     Section 1.01 Definition of
                                               "Class C Certificate"

Form of Class D Certificate           A-14     Section 1.01 Definition of
                                               "Class D Certificate"

Form of Class E Certificate           A-15     Section 1.01 Definition of
                                               "Class E Certificate"

Form of Class F Certificate           A-16     Section 1.01 Definition of
                                               "Class F Certificate"

Form of Class G Certificate           A-17     Section 1.01 Definition of
                                               "Class G Certificate"


<PAGE>



Exhibit Description                Exhibit No.   Section Reference
-------------------                ----------    -------------------

Form of Class H Certificate           A-18     Section 1.01 Definition of
                                               "Class H Certificate"

Form of Class J Certificate           A-19     Section 1.01 Definition of
                                               "Class J Certificate"

Form of Class K Certificate           A-20     Section 1.01 Definition of
                                               "Class K Certificate"

Form of Class L Certificate           A-21     Section 1.01 Definition of
                                               "Class L Certificate"

Form of Class M Certificate           A-22     Section 1.01 Definition of
                                               "Class M Certificate"

Form of Class N Certificate           A-23     Section 1.01 Definition of
                                               "Class N Certificate"

Form of Class O Certificate           A-24     Section 1.01 Definition of
                                               "Class O Certificate"

Form of Class P Certificate           A-25     Section 1.01 Definition of
                                               "Class P Certificate"

Form of Class Q Certificate           A-26     Section 1.01 Definition of
                                               "Class Q Certificate"

Form of Class S Certificate           A-27     Section 1.01 Definition of
                                               "Class S Certificate"

Form of Class R-I  Certificate        A-28     Section 1.01 Definition of
                                               "Class R-I  Certificate"

Form of Class R-II Certificate        A-29     Section 1.01 Definition of
                                               "Class R-II  Certificate"

Form of Class Z Certificate           A-30     Section 1.01 Definition of
                                               "Class Z  Certificate"

Mortgage Loan Schedule                  B      Section 1.01 Definition of
                                               "Mortgage Loan Schedule"

Schedule of Exceptions to              C-1     Section 2.02(a)
  Mortgage File Delivery

Form of Custodial                      C-2     Section 2.02(b)
  Certification

Form of Master Servicer                D-1     Section 1.01 Definition of
  Request for Release                          "Request for Release";
                                               Section 2.03(b);
                                               Section 3.10(a); and
                                               Section 3.10(b)

Form of Special Servicer               D-2     Section 1.01 Definition of
  Request for Release                          "Request for Release";
                                               Section 3.10(b)


<PAGE>


Exhibit Description                Exhibit No.   Section Reference
-------------------                ----------    -------------------

Calculation of NOI/Debt                 E      Section 1.01 Definition of "Net
  Service Coverage Ratios                      Operating Income"

Form of Transferor Certificate         F-1     Section 5.02(b)

Form of Transferee                     F-2     Section 5.02(b)
  Certificate for QIBs

Form of Transferee                     F-3     Section 5.02(b)
  Certificate for Non-QIBs

Form of Transferee Certificate          G      Section 5.02(c)

Form of Transfer Affidavit             H-1     Section 5.02(d)(i)(B)
  and Agreement Pursuant to
  Section 5.02(d)(i)(B)

Form of Transferor                     H-2     Section 5.02(d)(i)(D)
  Certificate Pursuant to
  Section 5.02(d)(i)(D)

Form of Notice and                     I-1     Section 6.09
  Acknowledgment

Form of Acknowledgment of              I-2     Section 6.09
  Proposed Special Servicer

[RESERVED]                              J

Form of Certificateholder              K-1     Section 1.01 Definition of
  Confirmation Certificate                     "Privileged Person";
  Request by Beneficial Holder                 Section 3.15(a)

Form of Prospective Purchaser          K-2     Section 3.15(a)
  Certificate

Initial Companion Holders               L      Section 3.27

Form of Purchase Option                 M      Section 3.18(e)
  Notice

Form of Defeasance Certificate          N      Section 3.20(h)

Form of Depositor                       O      Section 8.17(b)
  Certification

Form of Trustee Certification           P      Section 8.17(c)

Form of Master Servicer                Q-1     Section 8.17(c)
  Certification

Form of Special Servicer               Q-2     Section 8.17(c)
  Certification

Class A-PB Planned Principal            R      Section 1.01 Definition of
  Balance Table                                "Class A-PB Planned Principal
                                               Amount"



<PAGE>


Exhibit Description                Exhibit No.   Section Reference
-------------------                ----------    -------------------

Relevant Servicing Criteria             S      Section 1.01 Definition of
                                               "Relevant Servicing Criteria"

Class X-P Reference Rate                T      Section 1.01 Definition of
  Schedule                                     "Class X-P Reference Rate"

Additional Form 10-D                    U      Section 8.17(i)
  Disclosure

Additional Disclosure                   V      Section 1.01 Definition of
  Notification                                 "Additional Disclosure
                                               Notification"; Section 8.17(i)

Additional Form 10-K                    W      Section 8.17(k)
  Disclosure

Form 8-K Disclosure                     X      Section 8.17(j)
  Information

Sub-Servicer List                       Y      Section 8.17(f)


<PAGE>


                         POOLING AND SERVICING AGREEMENT

            This Pooling and Servicing Agreement (the "Agreement") is dated and
effective as of [__________], among WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, [WACHOVIA BANK, NATIONAL ASSOCIATION], as Master Servicer,
[__________], as Special Servicer and [__________], as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in a trust fund (the "Trust Fund") to be created hereunder,
the primary assets of which will be the Mortgage Loans.

                                     REMIC I
                                     -------

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Mortgage Loans (exclusive of that
portion of the interest payments thereon that constitutes Additional Interest)
and certain other related assets subject to this Agreement as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as REMIC I. The Class R-I Certificates will represent the sole class
of "residual interests" in REMIC I for purposes of the REMIC Provisions under
federal income tax law.

                                    REMIC II
                                    --------

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as REMIC II. The Class R-II Certificates will evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. For federal income tax purposes, each Class of the
Regular Certificates will be designated as a separate "regular interest" in
REMIC II for purposes of the REMIC Provisions under federal income tax law.

            The following table sets forth the Class or Component designation,
the original REMIC I Principal Balance for each corresponding REMIC I Regular
Interest (the "Corresponding REMIC I Regular Interest"), the Corresponding
Components of the Class X Certificates (the "Corresponding Components") and the
Original Class Principal Balance for each Class of Sequential Pay Certificates
(the "Corresponding Certificates").


<PAGE>

<TABLE>
<CAPTION>
                  Original   Corresponding   Original                 Corresponding
                    Class       REMIC I      REMIC I      REMIC I     Components of
 Corresponding    Principal     Regular     Principal   Pass-Through     Class X
  Certificates     Balance   Interests (1)   Balance       Rate       Certificates (1)
  ------------    ---------  -------------  ---------   -----------   ----------------
<S>              <C>           <C>         <C>              <C>         <C>
Class A-1        $[_________]  LA-1-1      $[_________]     (2)         X-A-1-1

                               LA-1-2      $[_________]                 X-A-1-2

                               LA-1-3      $[_________]                 X-A-1-3

                               LA-1-4      $[_________]                 X-A-1-4

Class A-2        $[_________]  LA-2-1      $[_________]     (2)         X-A-2-1

                               LA-2-2      $[_________]                 X-A-2-2

                               LA-2-3      $[_________]                 X-A-2-3

Class A-3        $[_________]  LA-3        $[_________]     (2)          X-A-3

Class A-PB       $[_________]   LA-PB-1    $[_________]     (2)         X-A-PB-1

                                LA-PB-2    $[_________]                 X-A-PB-2

                                LA-PB-3    $[_________]                 X-A-PB-3

                                LA-PB-4    $[_________]                 X-A-PB-4

Class A-4        $[_________]  LA-4-1      $[_________]     (2)         X-A-4-1

                               LA-4-2      $[_________]                 X-A-4-2

                               LA-4-3      $[_________]                 X-A-4-3

                               LA-4-4      $[_________]                 X-A-4-4

                               LA-4-5      $[_________]                 X-A-4-5

                               LA-4-6      $[_________]                 X-A-4-6

                               LA-4-7      $[_________]                 X-A-4-7

Class A-5        $[_________]  LA-5-1      $[_________]     (2)         X-A-5-1

                               LA-5-2      $[_________]                 X-A-5-2

                               LA-5-3      $[_________]                 X-A-5-3

Class A-1A       $[_________]  LA-1A-1     $[_________]     (2)         X-A-1A-1

                                LA-1A-2    $[_________]                 X-A-1A-2

                                LA-1A-3    $[_________]                 X-A-1A-3

                                LA-1A-4    $[_________]                 X-A-1A-4

                                LA-1A-5    $[_________]                 X-A-1A-5

                                LA-1A-6    $[_________]                 X-A-1A-6

                                LA-1A-7    $[_________]                 X-A-1A-7

                                LA-1A-8    $[_________]                 X-A-1A-8

                                LA-1A-9    $[_________]                 X-A-1A-9

                               LA-1A-10    $[_________]                X-A-1A-10
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                  Original   Corresponding   Original                 Corresponding
                    Class       REMIC I      REMIC I      REMIC I     Components of
 Corresponding    Principal     Regular     Principal   Pass-Through     Class X
  Certificates     Balance   Interests (1)   Balance       Rate       Certificates (1)
  ------------    ---------  -------------  ---------   -----------   ----------------
<S>              <C>           <C>         <C>              <C>         <C>
                               LA-1A-11    $[_________]                X-A-1A-11

                               LA-1A-12    $[_________]                X-A-1A-12

                               LA-1A-13    $[_________]                X-A-1A-13

                               LA-1A-14    $[_________]                X-A-1A-14

                               LA-1A-15    $[_________]                X-A-1A-15

Class A-M        $[_________]    LA-M      $[_________]     (2)          X-A-M

Class A-J        $[_________]    LA-J      $[_________]     (2)          X-A-J

Class B          $[_________]    LB        $[_________]     (2)           X-B

Class C          $[_________]    LC        $[_________]     (2)           X-C

Class D          $[_________]    LD        $[_________]     (2)           X-D

Class E          $[_________]  LE-1        $[_________]     (2)          X-E-1

                               LE-2        $[_________]                  X-E-2

Class F          $[_________]  LF-1        $[_________]     (2)          X-F-1

                               LF-2        $[_________]                  X-F-2

                               LF-3        $[_________]                  X-F-3

Class G          $[_________]  LG-1        $[_________]     (2)          X-G-1

                               LG-2        $[_________]                  X-G-2

Class H          $[_________]  LH-1        $[_________]     (2)          X-H-1

                               LH-2        $[_________]                  X-H-2

                               LH-3        $[_________]                  X-H-3

Class J          $[_________]  LJ-1        $[_________]     (2)          X-J-1

                               LJ-2        $[_________]                  X-J-2

Class K          $[_________]  LK-1        $[_________]     (2)          X-K-1

                               LK-2        $[_________]                  X-K-2

                               LK-3        $[_________]                  X-K-3

Class L          $[_________]    LL        $[_________]     (2)           X-L

Class M          $[_________]    LM        $[_________]     (2)           X-M

Class N          $[_________]    LN        $[_________]     (2)           X-N

Class O          $[_________]    LO        $[_________]     (2)           X-O

Class P          $[_________]    LP        $[_________]     (2)           X-P

Class Q          $[_________]    LQ        $[_________]     (2)           X-Q

Class S          $[_________]    LS        $[_________]     (2)           X-S
</TABLE>


<PAGE>

------------
(1)   The REMIC I Regular Interest or Interests and the Component or Components
      of the Class X Certificates that correspond to any particular Class of
      Sequential Pay Certificates also correspond to each other and,
      accordingly, constitute the Corresponding REMIC I Regular Interests and
      the Corresponding Components (if any), respectively, with respect to each
      other.
(2)   The Weighted Average Net Mortgage Rate.

            The portion of the Trust Fund consisting of the Additional Interest
and amounts held from time to time in the Additional Interest Account that
represent Additional Interest shall be treated as a grantor trust (the
"Additional Interest Grantor Trust") for federal income tax purposes. The Class
Z Certificates represent undivided beneficial interests in such Additional
Interest Grantor Trust. As provided herein, the Trustee shall take all actions
necessary to ensure that the portions of the Trust Fund consisting of the
Additional Interest Grantor Trust maintain their status as a "grantor trust"
under federal income tax law and not be treated as part of either REMIC I or
REMIC II.

            The [_________] ([___]) mortgage loans referred to in this Agreement
as the [__________] Companion Loan and the [__________] Companion Loan (each, a
"Companion Loan" and collectively the "Companion Loans") are not part of the
Trust Fund but are secured by corresponding Mortgages that secure certain
related Mortgage Loans that are identified on the Mortgage Loan Schedule as the
[__________] Loan (loan number [___]) and the [__________] Loan (loan number
[___]) (each, a "Co-Lender Loan" and collectively, the "Co-Lender Loans") that
are part of the Trust Fund.

            The [__________] Loan and the [__________] Pari Passu Companion Loan
are pari passu with each other. As and to the extent provided herein, the
Companion Loan will be serviced and administered in accordance with this
Agreement. The [__________] Loan and the [__________] Companion Loan will be
serviced and administered in accordance with the Pooling and Servicing Agreement
(the "[__________] Pooling and Servicing Agreement"), dated as of [__________],
by and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"[__________] Depositor"), [__________], as master servicer (the "[__________]
Master Servicer"), [__________], as special servicer (the "[__________] Special
Servicer"), and [__________], as trustee (the "[__________] Trustee"), pursuant
to which the Wachovia Bank Commercial Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series [__________] were issued. Amounts attributable
to the Companion Loans will not be assets of the Trust Fund and will be owned by
the Companion Holders.

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

<PAGE>

                                   ARTICLE I

                                  DEFINITIONS

            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 Regular
Certificates (other than the Class X Certificates) for any Distribution Date,
one month's interest at the Pass-Through Rate applicable to such Class of
Certificates for such Distribution Date, accrued for the related Interest
Accrual Period on the related Class Principal Balance outstanding immediately
prior to such Distribution Date; and, with respect to the Class X-C and Class
X-P 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. Accrued Certificate Interest shall be
calculated on a 30/360 Basis and, with respect to any Class of Regular
Certificates for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.

            "Accrued Component Interest": With respect to each Component of the
Class X-C and Class X-P Certificates for any Distribution Date, one month's
interest at the Class X-C Strip Rate or Class X-P 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 on a 30/360 Basis and, with
respect to any Component and any Distribution Date, shall be deemed to accrue
during the calendar month preceding the month in which such Distribution Date
occurs.

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

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

            "Actual/360 Mortgage Loan": Each Mortgage Loan that accrues interest
on an Actual/360 Basis and that is identified as an Actual/360 Mortgage Loan on
the Mortgage Loan Schedule.

            "Additional Disclosure Notification": The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit V.

<PAGE>

            "Additional Form 10-D Disclosure": As defined in Section 8.17(i).

            "Additional Form 10-K Disclosure": As defined in Section 8.17(k).

            "Additional 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 Additional Interest Rate (the payment of which interest
shall, under the terms of such Mortgage 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. For purposes of this Agreement, Additional Interest on an ARD Loan or
any successor REO 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 or successor REO Loan, notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the extent that
any Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.

            "Additional Interest Account": The segregated account, accounts or
subaccounts created and maintained by the Trustee pursuant to Section 3.04(d)
which shall be entitled "[__________], as Trustee, in trust for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series [__________], Additional Interest Account."
The Additional Interest Account shall not be an asset of any REMIC created
hereunder.

            "Additional Interest Grantor Trust": That certain "grantor trust"
(within the meaning of the Grantor Trust Provisions), the assets of which are
the Additional Interest Grantor Trust Assets.

            "Additional Interest Grantor Trust Assets": The segregated pool of
assets consisting of (i) any Additional Interest with respect to the ARD Loans
after their respective Anticipated Repayment Dates and (ii) amounts held from
time to time in the Additional Interest Account.

            "Additional Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the per annum rate at
which such Mortgage Loan accrues interest after the Anticipated Repayment Date
(in the absence of defaults) as calculated and as set forth in the related
Mortgage Loan documents.

            "Additional Servicer": Each Affiliate of the Master Servicer that
services any of the Mortgage Loans and each Person who is not an Affiliate of
the Master Servicer, other than the Special Servicer, who services 10% or more
of the Mortgage Loans.

            "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and 4.03(d),
interest payable to the Master Servicer and/or the Trustee on Advances (to the
extent not offset by Penalty Interest and late payment charges), the cost of
contracting with a Determination Party as set forth in Section 2.03 and amounts
payable to the Special Servicer in connection with inspections of Mortgaged
Properties required pursuant to the first sentence of Section 3.12(a) (and not
otherwise paid from Penalty Interest and late payment charges), as well as
(without duplication) any of the expenses of the Trust Fund that may be
withdrawn (x) pursuant to any of clauses (viii), (ix), (xii), (xiii), (xiv) and
(xx) of Section 3.05(a) out of general collections on the Mortgage Loans and any
REO Properties on deposit in the Certificate Account or (y) pursuant to clause
(ii) or any of clauses (iv) through (vi) of Section 3.05(b) out of general
collections on the Mortgage Loans and any REO Properties on deposit in the
Distribution Account; provided that for purposes of the allocations contemplated
by Section 4.04, no such expense shall be deemed to have been incurred by the
Trust Fund until such time as the payment thereof is actually made from the
Certificate Account or the Distribution Account, as the case may be.

            "Additional Yield Amount": (a) With respect to any Distribution Date
and any Class of Regular Certificates (other than the Class X Certificates and
any Excluded Class) entitled to distributions of principal with respect to Loan
Group 1 pursuant to Section 4.01(a) on such Distribution Date; provided that a
Yield Maintenance Charge and/or Prepayment Premium was actually collected on a
Mortgage Loan or an REO Loan in such Loan Group during the related Collection
Period, the product of (a) such Yield Maintenance Charge and/or Prepayment
Premium multiplied by

            (b) a fraction, which in no event will be greater than one, the
      numerator of which is equal to the positive excess, if any, of (i) the
      Pass-Through Rate for such Class of Regular Certificates then receiving
      principal over (ii) the related Discount Rate, and the denominator of
      which is equal to the positive excess, if any, of (i) the Mortgage Rate
      for such Mortgage Loan or REO Loan, as the case may be, over (ii) the
      related Discount Rate, multiplied by

            (c) a fraction, the numerator of which is equal to the amount of
      principal distributable on such Class of Regular Certificates on such
      Distribution Date pursuant to Section 4.01(a) with respect to Loan Group
      1, and the denominator of which is equal to the Loan Group 1 Principal
      Distribution Amount for such Distribution Date. (b) With respect to any
      Distribution Date and any Class of Regular Certificates (other than the
      Class X Certificates and any Excluded Class) entitled to distributions of
      principal with respect to Loan Group 2 pursuant to Section 4.01(a) on such
      Distribution Date; provided that a Yield Maintenance Charge and/or
      Prepayment Premium was actually collected on a Mortgage Loan or an REO
      Loan in such Loan Group during the related Collection Period, the product
      of (a) such Yield Maintenance Charge and/or Prepayment Premium multiplied
      by (b) a fraction, which in no event will be greater than one, the
      numerator of which is equal to the positive excess, if any, of (i) the
      Pass-Through Rate for such Class of Regular Certificates then receiving
      principal over (ii) the related Discount Rate, and the denominator of
      which is equal to the positive excess, if any, of (i) the Mortgage Rate
      for such Mortgage Loan or REO Loan, as the case may be, over (ii) the
      related Discount Rate, multiplied by (c) a fraction, the numerator of
      which is equal to the amount of principal distributable on such Class of
      Regular Certificates on such Distribution Date pursuant to Section 4.01(a)
      with respect to Loan Group 2, and the denominator of which is equal to the
      Loan Group 2 Principal Distribution Amount for such Distribution Date. (c)
      For purposes of the foregoing, to the extent that payments of principal on
      any Class of Regular Certificates (other than the Class X Certificates and
      any Excluded Class) could be made from principal amounts allocable to Loan
      Group 1 or principal amounts allocable to Loan Group 2, the Trustee shall
      assume that those payments of principal on that Class of Regular
      Certificates are made from amounts allocable to each Loan Group, on a pro
      rata basis in accordance with the respective amounts allocable to each
      Loan Group that were available for payment on that Class of Certificates.

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

            "Adverse Grantor Trust Event": As defined in Section 10.02(e).

            "Adverse REMIC Event": As defined in Section 10.01(h).

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

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

            "Anticipated Repayment Date": For each ARD Loan, the date specified
in the related Mortgage Note after which the Mortgage Rate for such ARD Loan
will increase as specified in the related Mortgage Note (other than as a result
of a default thereunder).

            "Applicable Requirements of Regulation AB": With respect to the
Trustee, Item 1108(b), the last sentence of Item 1108(c)(4), the first sentence
of Item 1108(c)(7), Item 1109(a), Item 1109(b), Item 1117 and Item 1119.

            "Appraisal": With respect to any Mortgage Loan, an appraisal of the
related Mortgaged Property from an Independent Appraiser selected by the Special
Servicer or the Master Servicer prepared in accordance with 12 CFR ss.225.62 and
conducted in accordance with the standards of the American Appraisal Institute
by an Independent Appraiser.

            "Appraisal Reduction Amount": The excess, if any, of (a) the sum of
(without duplication), as calculated by the Special Servicer as of the first
Determination Date immediately succeeding the Special Servicer obtaining
knowledge of the occurrence of the Required Appraisal Date if no new Required
Appraisal is required or the date on which a Required Appraisal (or letter
update or internal valuation, if applicable) is obtained and each Determination
Date thereafter so long as the related Mortgage Loan remains a Required
Appraisal Mortgage Loan (i) the Stated Principal Balance of the subject Required
Appraisal Mortgage Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer or the Trustee, all unpaid interest on the
Required Appraisal Mortgage Loan (including, for such purposes, the [__________]
Companion Loan or any related Subordinate Companion Loan serviced hereunder)
through the most recent Due Date prior to such Determination Date at a per annum
rate equal to the related Net Mortgage Rate (exclusive of any portion thereof
that constitutes Additional Interest), (iii) all accrued but unpaid Servicing
Fees and all accrued but unpaid Additional Trust Fund Expenses in respect of
such Required Appraisal Mortgage Loan, including, for such purposes, the
[__________] Companion Loan or any related Subordinate Companion Loan serviced
hereunder, (iv) all related unreimbursed Advances and any Advances related to
such Required Appraisal Mortgage Loan that were reimbursed out of general
collections from the pool of Mortgage Loans (plus accrued interest thereon) made
by or on behalf of the Master Servicer or the Trustee with respect to such
Required Appraisal Mortgage Loan and (v) all currently due and unpaid real
estate taxes and unfunded improvement reserves and assessments, insurance
premiums, and, if applicable, ground rents in respect of the related Mortgaged
Property over (b) an amount equal to the sum of (i) the Required Appraisal Value
and (ii) all escrows, reserves and letters of credit held for the purposes of
reserves (provided such letters of credit may be drawn upon for reserve purposes
under the related Mortgage Loan document) held with respect to such Required
Appraisal Mortgage Loan. If the Special Servicer fails to obtain a Required
Appraisal (or letter update or internal valuation, if applicable) within the
time limit described in Section 3.09(a), the Appraisal Reduction Amount for the
related Required Appraisal Mortgage Loan will equal 25% of the outstanding
principal balance of such Required Appraisal Mortgage Loan to be adjusted upon
receipt of a Required Appraisal or letter update or internal valuation, if
applicable. In the event a Mortgagor fails to make a Balloon Payment on a
scheduled maturity date and no Appraisal has been received within [__] days of
such failure, the Appraisal Reduction Amount for the related Mortgage Loan will
equal 25% of the outstanding principal balance of such Mortgage Loan to be
adjusted upon receipt of the new Appraisal. Any Appraisal Reduction Amount for a
Co-Lender Loan shall be allocated as provided in Section 4.04(d).

            "Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or letter update
or internal valuation, if applicable) that is contained in the related Servicing
File.

            "ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan will accrue Additional Interest at the rate specified in the
related Mortgage Note and the Mortgagor is required to apply excess monthly cash
flow generated by the related Mortgaged Property to the repayment of the
outstanding principal balance on such Mortgage Loan.

            "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 origination of the related
Mortgage Loan.

            "Assumed Scheduled Payment": With respect to any Balloon Mortgage
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 such Stated Maturity Date) and for any Due Date thereafter as of which
such Mortgage Loan remains outstanding and part of the Trust Fund, the Periodic
Payment of principal and/or interest deemed to be due in respect thereof on such
Due Date that would have been due in respect of such Mortgage Loan on such Due
Date if the related Mortgagor had been required to continue to pay principal in
accordance with the amortization schedule, if any, and to accrue interest at the
Mortgage Rate, in effect on the Closing Date and without regard to the
occurrence of its Stated Maturity Date. 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 Periodic Payment of principal and/or interest deemed to be due in
respect thereof on such Due Date that would have been due in respect of the
predecessor Mortgage Loan (or, if applicable, Companion Loans) on such Due Date
had it remained outstanding (or, if the predecessor Mortgage Loan was a Balloon
Mortgage Loan and such Due Date coincides with or follows what had been its
Stated Maturity Date, the Assumed Scheduled Payment that would have been deemed
due in respect of the predecessor Mortgage Loan on such Due Date had it remained
outstanding).

            "Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the Trustee).

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to, with respect to each Mortgage Loan, (a) the sum of,
without duplication, (i) the aggregate of the amounts on deposit in the
Certificate Account and the Distribution Account as of the close of business on
the last day of the related Collection Period and the amounts collected by or on
behalf of the Master Servicer as of the close of business on the last day of
such Collection Period and required to be deposited in the Certificate Account;
(ii) the aggregate amount of any P&I Advances made by the Master Servicer or the
Trustee for distribution on the Certificates on such Distribution Date pursuant
to Section 4.03; (iii) the aggregate amount transferred from the REO Account (if
established) to the Certificate Account as of the last day of the related
Collection Period, on or prior to the P&I Advance Date in such month, pursuant
to Section 3.16(c); (iv) the aggregate amount deposited by the Master Servicer
in the Certificate Account for such Distribution Date pursuant to Section 3.19
in connection with Prepayment Interest Shortfalls; and (v) for each Distribution
Date occurring in March, and for the final Distribution Date if the final
Distribution Date occurs in February or, if such year is not a leap year, in
January, the aggregate of the Interest Reserve Amounts in respect of each
Interest Reserve Loan deposited into the Distribution Account pursuant to
Section 3.05(d), net of (b) the portion of the amount described in subclauses
(a)(i) and (a)(iii) of this definition that represents one or more of the
following: (i) collected Periodic Payments that are due on a Due Date following
the end of the related Collection Period, (ii) any amounts payable or
reimbursable to any Person from the (A) Certificate Account pursuant to clauses
(ii)-(xv), (xix), (xx) and (xxii) of Section 3.05(a) or (B) the Distribution
Account pursuant to clauses (ii)-(vii) of Section 3.05(b), (iii) Prepayment
Premiums and Yield Maintenance Charges, (iv) Additional Interest, (v) with
respect to the Distribution Date occurring in February of each year and in
January of each year that is not a leap year, the Interest Reserve Amounts with
respect to the Interest Reserve Loans to be withdrawn from the Certificate
Account and remitted to the Trustee for deposit in the Interest Reserve Account
in respect of such Distribution Date and held for future distribution pursuant
to Section 3.04(c), (vi) for the initial Distribution Date only and each
Mortgage Loan originated in [_________] that has its first Due Date in
[_________], any interest amounts relating to the period prior to the Cut-Off
Date of such Mortgage Loan payable to the related Mortgage Loan Seller; and
(vii) any amounts deposited in the Certificate Account or the Distribution
Account in error. The Available Distribution Amount will not include any amounts
required to be distributed pursuant to the terms of any Intercreditor Agreement
or this Agreement to a Companion Holder.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Stated Maturity Date.


<PAGE>

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

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

            "Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with such bid and
the transfer of servicing), multiplied by a fraction equal to (a) the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of such date of
determination.

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

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

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or the cities in which the
Corporate Trust Office of the Trustee (which as of the Closing Date is
[_________]), the offices of the Master Servicer (which as of the Closing Date
is [_________]) or the offices of the Special Servicer (which as of the Closing
Date is [_________]) are 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 Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series [__________], as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

            "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
"[__________], as Master Servicer for [__________], as Trustee, on behalf of and
in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [__________]." Subject to
the related Intercreditor Agreement and taking into account that (i) each
Subordinate Companion Loan is subordinate to its related Co-Lender Loan to the
extent set forth in the related Intercreditor Agreement, and (ii) each Pari
Passu Companion Loan is pari passu with the related Pari Passu Mortgage Loan,
each subaccount described in the next to last paragraph of Section 3.04(a) that
is part of the Certificate Account shall be for the benefit of the related
Companion Holder, to the extent funds on deposit in such subaccount are
attributed to the related Companion Loan.


<PAGE>

            "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates is reduced by the
amount of Mortgage Deferred Interest allocable to such Class of Certificates on
any Distribution Date.

            "Certificate Factor": With respect to any Class of Regular
Certificates as of any date of determination, a fraction, expressed as a decimal
carried to eight places, the numerator of which is the then current Class
Principal Balance, Class X-C Notional Amount or Class X-P Notional Amount, as
applicable, of such Class of Regular Certificates and the denominator of which
is the Original Class Principal Balance or Original Notional Amount of such
Class of Regular Certificates.

            "Certificate Notional Amount": With respect to any Class X-C
Certificate or Class X-P 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-C
Notional Amount or Class X-P Notional Amount, as applicable.

            "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": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) only a Permitted
Transferee shall be the Holder of a Residual Certificate for any purpose hereof
and, (ii) solely for the purposes of giving any consent, approval or waiver
pursuant to this Agreement that relates to any of the Depositor, any Mortgage
Loan Seller, the Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such (except with respect to amendments or waivers
referred to in Sections 7.04 and 11.01 hereof and any consent, approval or
waiver required or permitted to be made by the Majority Subordinate
Certificateholder or the Controlling Class Representative and any election,
removal or replacement of the Special Servicer or the Controlling Class
Representative pursuant to Section 6.09), any Certificate registered in the name
of the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special
Servicer or the Trustee, as the case may be, or any Certificate registered in
the name of any of their respective Affiliates, shall be deemed not to be
outstanding, and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver that relates to it has
been obtained. The Certificate Registrar shall be entitled to request and rely
upon a certificate of the Depositor, the Master Servicer or the Special Servicer
in determining whether a Certificate is registered in the name of an Affiliate
of such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

            "Certification": As defined in Section 8.17(j).

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

            "Class A Certificates": The Class A-1, Class A-2, Class A-3, Class
A-PB, Class A-4, Class A-5 and Class A-1A Certificates.

            "Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" 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-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" 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 A-3 Certificate": Any one of the Certificates with a "Class
A-3" 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 A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-5 Certificate": Any one of the Certificates with a "Class
A-5" designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-J Certificate": Any one of the Certificates with a "Class
A-J" designation on the face thereof, substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-M Certificate": Any one of the Certificates with a "Class
A-M" designation on the face thereof, substantially in the form of Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.


<PAGE>

            "Class A-PB Certificate": Any one of the Certificates with a "Class
A-PB 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 A-PB Planned Principal Amount": The planned principal amount
set forth on Exhibit R hereto relating to principal payments for the Class A-PB
Certificates.

            "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-12
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-14
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-15
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-19
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-21
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.


<PAGE>

            "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-22
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-23
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of Exhibit A-24
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-25
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates outstanding from time to time. As of the
Closing Date, the Class Principal Balance of each Class of Sequential Pay
Certificates shall equal the Original Class Principal Balance thereof. On each
Distribution Date, the Class Principal Balance of each such Class of
Certificates shall be reduced by the amount of any distributions of principal
made thereon on such Distribution Date pursuant to Section 4.01 or 9.01, as
applicable, and shall be further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses allocated thereto on such Distribution Date
pursuant to Section 4.04(a). The Class Principal Balance of any Class of
Sequential Pay Certificates will be increased on any Distribution Date by the
amount of any Certificate Deferred Interest allocated to such Class on such
Distribution Date. Distributions in respect of a reimbursement of Realized
Losses and Additional Trust Fund Expenses previously allocated to a Class of
Sequential Pay Certificates shall not constitute distributions of principal and
shall not result in reduction of the related Class Principal Balance.

            "Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-26
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC provisions.

            "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-28
attached hereto, and evidencing the sole class of residual interests in REMIC I
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-29
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

            "Class S Certificate": Any one of the Certificates with a "Class S"
designation on the face thereof, substantially in the form of Exhibit A-27
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class X Certificates": The Class X-C and Class X-P Certificates.


<PAGE>

            "Class X-C Certificate": Any one of the Certificates with a "Class
X-C" designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class X-P Components) for any Distribution
Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates. In the case of any Class of Components that are also Class X-P
Components, (i) for any Distribution Date occurring on or before the related
Class X-P Component Crossover Date, (x) the Weighted Average Net Mortgage Rate
for such Distribution Date minus (y) the sum of the Pass-Through Rate for the
Corresponding Certificates for such Distribution Date and the Class X-P Strip
Rate for such Component for such Distribution Date, and (ii) for any
Distribution Date occurring after the related Class X-P Component Crossover
Date, a rate per annum equal to (x) the Weighted Average Net Mortgage Rate for
such Distribution Date, minus (y) the Pass-Through Rate for the Corresponding
Certificates (provided that in no event shall any Class X-C Strip Rate be less
than zero).

            "Class X-P Certificate": Any one of the Certificates with a "Class
X-P" designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto, and evidencing the Class X-P Components and a "regular
interest" in REMIC II for purposes of the REMIC Provisions.

            "Class X-P Component Crossover Date": With respect to each Component
set forth in the table below, the Distribution Date occurring in the month and
year set forth in the table below:

               Component                             Cross-Over Date
---------------------------------------  ---------------------------------------
Component X-A-1-2 and Component
  X-A-1A-2                                           [_________]

Component X-A-1-3 and Component
  X-A-1A-3                                           [_________]

Component X-A-1-4, Component
  X-A-2-1 and Component X-A-1A-4                     [_________]

Component  X-A-2-2 and Component
  X-A-1A-5                                           [_________]

Component X-A-2-3, Component X-A-3,
  Component X-A-PB-1, Component
  X-A-1A-6 and Component X-K-1                       [_________]

Component X-A-PB-2, Component
  X-A-1A-7, Component  X-K-2                         [_________]

Component X-A-PB-3, Component
  X-A-1A-8, Component X-J-1 and
  Component X-K-3                                    [_________]

Component X-A-PB-4, Component
  X-A-4-1, Component X-A-1A-9,
  Component X-H-1 and Component
  X-J-2                                              [_________]

Component X-A-4-2, Component
  X-A-1A-10 and Component X-H-2                      [_________]

Component X-A-4-3, Component
  X-A-1A-11, Component X-G-1 and
  Component X-H-3                                    [_________]

Component X-A-4-4, Component
  X-A-1A-12, Component X-F-1 and
  Component X-G-2                                    [_________]

Component X-A-4-5, Component
  X-A-1A-13 and Component X-F-2                      [_________]

Component X-A-4-6, Component
  X-A-1A-14, Component X-E-1 and
  Component X-F-3                                    [_________]

Component X-A-4-7, Component
  X-A-1A-15, and Component X-E-2                     [_________]


            "Class X-P Components": Each of Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component X-A-1A-2, Component X-A-1A-3, Component
X-A-1A-4, Component X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7, Component
X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10, Component X-A-1A-11,
Component X-A-1A-12, Component X-A-1A-13, Component X-A-1A-14, Component
X-A-1A-15, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component
X-A-3, Component X-A-4-1, Component X-A-4-2, Component X-A-4-3, Component
X-A-4-4, Component X-A-4-5, Component X-A-4-6, Component X-A-4-7, Component
X-A-5-1, Component X-A-5-2, Component X-A-5-3, Component X-A-PB-1, Component
X-A-PB-2, Component X-A-PB-3, Component X-A-PB-4, Component X-A-M, Component
X-A-J, Component X-B, Component X-C, Component X-D, Component X-E-1, Component
X-E-2, Component X-F-1, Component X-F-2, Component X-F-3, Component X-G-1,
Component X-G-2, Component X-H-1, Component X-H-2, Component X-H-3, Component
X-J-1, Component X-J-2, Component X-K-1, Component X-K-2 and Component X-K-3.

            "Class X-P Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of the Class X-P Components,
excluding those Class X-P Components for which the Class X-P Component Crossover
Date has previously passed.

            "Class X-P Reference Rate": For any Distribution Date, the rate per
annum corresponding to such Distribution Date on Exhibit T.

            "Class X-P Strip Rate": With respect to each of the Class X-P
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class X-P Component
Crossover Date, (x) the lesser of (i) the Weighted Average Net Mortgage Rate for
such Distribution Date and (ii) the Class X-P Reference Rate for such
Distribution Date minus [___]% per annum minus (y) the Pass-Through Rate for the
Corresponding Certificates (provided that in no event shall any Class X-P Strip
Rate be less than zero), and (ii) for any Distribution Date occurring after the
related Class X-P Component Crossover Date, 0% per annum.

<PAGE>

            "Class Z Certificate": Any one of the Certificates with a "Class Z"
designation on the face thereof, substantially in the form of Exhibit A-30
attached hereto, and evidencing an undivided beneficial interest in the
Additional Interest that is described in Section 4.01(b).

            "Closing Date": [_________].

            "CMSA": The Commercial Mortgage Securities Association (formerly the
Commercial Real Estate Secondary Market and Securitization Association) or any
successor organization.

            "CMSA Advance  Recovery  Report":  The 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.

            "CMSA Bond File": The monthly report substantially in the form of,
and containing the information called for in, the downloadable form of the "CMSA
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 approved by the CMSA for
commercial mortgage securities transactions generally.

            "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 approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Comparative Financial Status Report": The 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 approved by the CMSA for commercial
mortgage securities transactions generally. In connection with preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall process (a)
interim financial statements beginning with interim financial statements for the
fiscal quarter ending [__________] and (b) annual financial statements beginning
with annual financial statements for the [____] fiscal year.

            "CMSA Delinquent Loan Status Report": The 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 approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA Financial File": The 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 approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Historical Liquidation Report": The 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 approved by
the CMSA for commercial mortgage securities transactions generally.

            "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 approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA   Loan   Level   Reserve/LOC   Report":   The   report
substantially  in the form of, and containing the  information  called for in,
the downloadable  form of the "CMSA 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 as may from time to time be approved by the
CMSA for commercial mortgage securities transactions generally.

            "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 approved by
the CMSA for commercial mortgage securities transactions generally.

            "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 approved by the CMSA for commercial
mortgage securities transactions generally.

            "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 approved by the CMSA for
commercial mortgage securities transactions 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": 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 approved
by the CMSA for commercial mortgage-backed securities transactions generally. In
connection with preparing the CMSA Operating Statement Analysis, the Master
Servicer shall process (a) interim financial statements beginning with interim
financial statements for the fiscal quarter ending [__________] and (b) annual
financial statements beginning with annual financial statements for the [____]
fiscal year.

            "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 approved by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA Reconciliation of Funds Report": The monthly report in the
"Reconciliation of Funds" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally.

            "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 approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watchlist/Portfolio Review Guidelines"
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 approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Website": The website maintained by the CMSA with an address,
as of the Closing Date, of "www.cmbs.org".

            "Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of the Treasury
promulgated thereunder.

            "Co-Lender Loans": As defined in the Preliminary Statement.

            "Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in the month immediately preceding the
month in which such Distribution Date occurs (or, in the case of the initial
Distribution Date, commencing on the day after the related Cut-Off Date) and
ending on and including the eleventh day in the month in which such Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of a
Collection Period is not a Business Day, any Periodic Payments or Principal
Prepayments with respect to the Mortgage Loans relating to a Due Date occurring
in such Collection Period (but for the application of the next Business Day
convention) received on the Business Day immediately following such day will be
deemed to have been received during such Collection Period and not during any
other Collection Period. In addition, notwithstanding the foregoing, with
respect to any Distribution Date, in the event that the Due Date, including any
grace period, with respect to any Mortgage Loan relating to such Distribution
Date occurs after the last day of the related Collection Period, any payments
received with respect to the related Mortgage Loan on or before such Due Date as
extended by any applicable grace period (including without limitation, any
prepayments) will be deemed to have been received during such Collection Period
and not during any other Collection Period.

            "Commission": The Securities and Exchange Commission or any
successor agency.

            "Companion Distribution Account": With respect to the Companion
Loans, other than the [__________] Companion Loan, the separate account(s) or
subaccount(s) created and maintained by the Companion Paying Agent pursuant to
Section 3.04(b) and held on behalf of the Companion Holders, which shall be
entitled "[__________], as Companion Paying Agent for the Companion Holders of
the Companion Loans relating to the Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [__________]." The
Companion Distribution Accounts shall not be assets of the Trust Fund, but
instead each Companion Distribution Account shall be held by the Companion
Paying Agent on behalf of the applicable Companion Holder. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying
Agent are the same entity, the Companion Distribution Account may be the related
subaccount or subaccounts of the Certificate Account referenced in the second to
the last paragraph of Section 3.04(a).

            "Companion Holder": With respect to any Companion Loan, the owner of
the Mortgage Note representing such Companion Loan.

            "Companion Loan": As defined in the Preliminary Statement.

            "Companion Paying Agent": The paying agent appointed pursuant to
Section 3.26.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.27.

            "Component": Each of Component X-A-1-1, Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component X-A-1A-1, Component X-A-1A-2, Component
X-A-1A-3, Component X-A-1A-4, Component X-A-1A-5, Component X-A-1A-6, Component
X-A-1A-7, Component X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10, Component
X-A-1A-11, Component X-A-1A-12, Component X-A-1A-13, Component X-A-1A-14,
Component X-A-1A-15, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3,
Component X-A-3, Component X-A-4-1, Component X-A-4-2, Component X-A-4-3,
Component X-A-4-4, Component X-A-4-5, Component X-A-4-6, Component X-A-4-7,
Component X-A-5-1, Component X-A-5-2, Component X-A-5-3, Component X-A-PB-1,
Component X-A-PB-2, Component X-A-PB-3, Component X-A-PB-4, Component X-A-M,
Component X-A-J, Component X-B, Component X-C, Component X-D, Component X-E-1,
Component X-E-2, Component X-F-1, Component X-F-2, Component X-F-3, Component
X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component X-H-3,
Component X-J-1, Component X-J-2, Component X-K-1, Component X-K-2, Component
X-K-3, Component X-L, Component X-M, Component X-N, Component X-O, Component
X-P, Component X-Q and Component X-S.

            "Component X-A-1-1": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date of
determination.

            "Component X-A-1-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-2 as of any date of determination.

            "Component X-A-1-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-3 as of any date of determination.

            "Component X-A-1-4": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-4 as of any date of determination.

            "Component X-A-1A-1": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1A-1 as of any date of
determination.

            "Component X-A-1A-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-2 as of any date of determination.

            "Component X-A-1A-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-3 as of any date of determination.

            "Component X-A-1A-4": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-4 as of any date of determination.

            "Component X-A-1A-5": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-5 as of any date of determination.

            "Component X-A-1A-6": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-6 as of any date of determination.

            "Component X-A-1A-7": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-7 as of any date of determination.

            "Component X-A-1A-8": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-8 as of any date of determination.

            "Component X-A-1A-9": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-9 as of any date of determination.

            "Component X-A-1A-10": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-10 as of any date of determination.

            "Component X-A-1A-11": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-11 as of any date of determination.

            "Component X-A-1A-12": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-12 as of any date of determination.

            "Component X-A-1A-13": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-13 as of any date of determination.

            "Component X-A-1A-14": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-14 as of any date of determination.

<PAGE>

            "Component X-A-1A-15": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-15 as of any date of determination.

            "Component X-A-2-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-1 as of any date of determination.

            "Component X-A-2-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-2 as of any date of determination.

            "Component X-A-2-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-3 as of any date of determination.

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

            "Component X-A-4-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-1 as of any date of determination.

            "Component X-A-4-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-2 as of any date of determination.

            "Component X-A-4-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-3 as of any date of determination.

            "Component X-A-4-4": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-4 as of any date of determination.

            "Component X-A-4-5": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-5 as of any date of determination.

            "Component X-A-4-6": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-6 as of any date of determination.

            "Component X-A-4-7": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-7 as of any date of determination.

            "Component X-A-5-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-1 as of any date of determination.

            "Component X-A-5-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-2 as of any date of determination.

            "Component X-A-5-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-3 as of any date of determination.

            "Component X-A-J": One of the [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-J as of any date of determination.

             "Component X-A-M": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-M as of any date of determination.

            "Component X-A-PB-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-1 as of any date of determination.

            "Component X-A-PB-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-2 as of any date of determination.

<PAGE>

            "Component X-A-PB-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-3 as of any date of determination.

            "Component X-A-PB-4": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB-4 as of any date of determination.

            "Component X-B": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P 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 X-C": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P 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.

            "Component X-D": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LD as of any date of determination.

            "Component X-E-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LE-1 as of any date of determination.

            "Component X-E-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LE-2 as of any date of determination.

            "Component X-F-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-1 as of any date of determination.

            "Component X-F-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-2 as of any date of determination.

            "Component X-F-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-3 as of any date of determination.

            "Component X-G-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount
equal to the then current REMIC I Principal Balance of REMIC I Regular Interest
LG-1 as of any date of determination.

            "Component X-G-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LG-2 as of any date of determination.

            "Component X-H-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LH-1 as of any date of determination.

            "Component X-H-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LH-2 as of any date of determination.

            "Component X-H-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LH-3 as of any date of determination.

            "Component X-J-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LJ-1 as of any date of determination.

            "Component X-J-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LJ-2 as of any date of determination.

            "Component X-K-1": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LK-1 as of any date of determination.

            "Component X-K-2": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LK-2 as of any date of determination.

<PAGE>

            "Component X-K-3": One of [___] components of the Class X-C
Certificates and one of [___] components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LK-3 as of any date of determination.

            "Component X-L": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LL as of any date of
determination.

            "Component X-M": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LM as of any date of
determination.

            "Component X-N": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LN as of any date of
determination.

            "Component X-O": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LO as of any date of
determination.

            "Component X-P": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date of
determination.

            "Component X-Q": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LQ as of any date of
determination.

            "Component X-S": One of [___] components of the Class X-C
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LS as of any date of
determination.

            "Controlling Class": With respect to each Mortgage Loan as of any
date of determination, the Class of Sequential Pay Certificates, (i) which bears
the latest payment priority and (ii) the Class Principal Balance of which is
greater than 25% of the Original Class Principal Balance thereof; provided,
however, that if no Class of Sequential Pay Certificates satisfies clause (ii)
above, the Controlling Class shall be the outstanding Class of Sequential Pay
Certificates bearing the latest payment priority. With respect to determining
the Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-PB, Class
A-4, Class A-5 and Class A-1A Certificates shall be deemed a single Class of
Certificates.

            "Controlling Class Representative": As defined in Section 3.25(a).

            "Controlling Person": With respect to any Person, any other Person
who "controls" such Person within the meaning of the Securities Act.


<PAGE>

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at (i) with respect to maintenance of the
Certificate Registrar and the transfer and exchange of Certificates, the office
of the Trustee located at [_________] and (ii) for all other purposes, the
office of the Trustee located at [_________].

            "Corrected Mortgage Loan": Any Mortgage Loan and, if applicable, any
Companion Loan that had been a Specially Serviced Mortgage Loan but has ceased
to be a Specially Serviced Mortgage Loan in accordance with the definition of
"Specially Serviced Mortgage Loan."

            "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 Class of Corresponding Certificates or
any Corresponding Component of the Class X-C Certificates or Class X-P
Certificates.

            "Crossed Group": With respect to any Mortgage Loan, such Mortgage
Loan and all other Mortgage Loans that are cross-collateralized and
cross-defaulted with such Mortgage Loan.

            "Crossed Loan": A Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all remaining related Crossed Loans for the four calendar quarters
immediately preceding the repurchase or substitution is not less than the Debt
Service Coverage Ratio for all such related Crossed Loans, including the
affected Crossed Loan, for the four calendar quarters immediately preceding the
repurchase or substitution, (ii) the Loan-to-Value Ratio for any remaining
related Crossed Loans determined at the time of repurchase or substitution based
upon an Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller is not greater than the Loan-to-Value Ratio for all such
related Crossed Loans, including the affected Crossed Loan, determined at the
time of repurchase or substitution based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller and (iii)
the Mortgage Loan Seller, at its expense, shall have furnished the Trustee with
an Opinion of Counsel that the repurchase of or substitution for a Crossed Loan,
including, without limitation, any modification relating to such repurchase or
substitution, shall not cause an Adverse REMIC Event.

            "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, a Mortgage Loan Seller or an Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been appointed or
if such custodian has been so appointed, but the Trustee shall have terminated
such appointment, then the Trustee shall be the Custodian.

<PAGE>

            "Cut-Off Date": With respect to any Mortgage Loan or Companion Loan,
the Due Date for such Mortgage Loan or Companion Loan in [__________].

            "Cut-Off Date Balance": With respect to any Mortgage Loan or
Companion Loan, the outstanding principal balance of such Mortgage Loan or
Companion Loan as of the Cut-Off Date, after application of all unscheduled
payments of principal received on or before such date and the principal
component of all Periodic Payments due on or before such date, whether or not
received.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as
of any date of determination, the ratio of (x) the annualized Net Operating
Income (before payment of any debt service on such Mortgage Loan) generated by
the related Mortgaged Property during the most recently ended period of not less
than six months and not more than twelve months for which financial statements,
if available (whether or not audited) have been received by or on behalf of the
related Mortgage Loan Seller (prior to the Closing Date) or the Master Servicer
or the Special Servicer (following the Closing Date), to (y) twelve times the
amount of the Periodic Payment in effect for such Mortgage Loan as of such date
of determination.

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
[__] days or more in respect to a Periodic 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 [__] 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).

            "Defeasance Collateral": With respect to any Defeasance Loan, the
United States government securities required or permitted to be pledged in lieu
of prepayment pursuant to the terms thereof.

            "Defeasance Loan": Any Mortgage Loan identified as a Defeasance Loan
on the Mortgage Loan Schedule which permits or requires the related Mortgagor
(or permits the holder of such Mortgage Loan to require the related Mortgagor)
to pledge Defeasance Collateral to such holder in lieu of prepayment.

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

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

            "Depositor": Wachovia Commercial Mortgage Securities, Inc. or its
successor in interest.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). 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 Securities Exchange Act of
1934, as amended.

            "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.

            "Determination Date": The eleventh day of each month, or if such
eleventh day is not a Business Day, the Business Day immediately succeeding,
commencing in [__________].

            "Determination Party": Midland Loan Services, Inc., or a second
party that would qualify as a successor Special Servicer mutually agreeable to
the Special Servicer, the Controlling Class Representative and the applicable
Mortgage Loan Seller, or any successor in interest thereto; provided that (a)
each such party is on the list of approved special servicers by Moody's and on
S&P's Select Servicer List as a U.S. Commercial Mortgage Special Servicer or (b)
each Rating Agency has confirmed in writing that contracting with such
Determination Party would not result in a downgrade, qualification or withdrawal
of the then current rating assigned to any of the Certificates that are then
currently rated by such Rating Agency.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management of such REO
Property, the holding of such REO Property primarily for sale or lease or the
performance of any construction work thereon, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of the Trustee) shall not be considered
to Directly Operate an REO Property solely because the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.

            "Discount Rate": With respect to any prepaid Mortgage Loan or REO
Loan for purposes of allocating any Yield Maintenance Charge or Prepayment
Premium received thereon or with respect thereto among the respective Classes of
the Sequential Pay Certificates (other than any Excluded Class thereof), an
amount, calculated by the Master Servicer and reported to the Trustee pursuant
to Section 4.02(b), will be equal to the discount rate stated in the related
Mortgage Loan documents used in calculating the Yield Maintenance Charge or
Prepayment Premium with respect to such principal prepayment. To the extent that
a discount rate is not stated therein, the "Discount Rate" will be equal to the
yield (when compounded monthly) on the U.S. Treasury issue with a maturity date
closest to the maturity date for such prepaid Mortgage Loan or REO Loan. In the
event there are two or more such U.S. Treasury issues (a) with the same coupon,
the issue with the lowest yield shall apply, and (b) with maturity dates equally
close to the maturity date for the prepaid Mortgage Loan or REO Loan, the issue
with the earliest maturity date shall apply.

            "Disqualified Non-United States Persons": With respect to a Class
R-I or Class R-II Certificate, any Non-United States Person or agent thereof
other than (i) a Non-United States Person that holds the Class R-I or Class R-II
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-United
States 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-I or Class R-II 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-I or Class R-II 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 which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by 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 1 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 or (v) any other Person so
designated by the Trustee or the Certificate Registrar based upon an Opinion of
Counsel (which shall not be an expense of the Trustee) 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.

            "Distributable Certificate Interest": With respect to: (a) any Class
of Sequential Pay Certificates for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, reduced other than with respect to the Class X Certificates
(to not less than zero) by (i) the product of (A) any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date and (B) a fraction, expressed as a
decimal, the numerator of which is the Accrued Certificate Interest in respect
of such Class of Certificates for such Distribution Date, and the denominator of
which is the aggregate Accrued Certificate Interest in respect of all the
Classes of Sequential Pay Certificates for such Distribution Date, and (ii) with
respect to each such Class, such Class' share of any Certificate Deferred
Interest allocated to such Class of Certificates in accordance with Section
4.04(c); and (b) any Class of Class X Certificates for any Distribution Date,
the Accrued Certificate Interest in respect of such Class of Certificates for
such Distribution Date.

<PAGE>

            "Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of the Trustee
pursuant to Section 3.04(b) which shall be entitled "[__________], as Trustee,
in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [__________]."

            "Distribution Date": With respect to any Determination Date, the
fourth Business Day following such Determination Date.

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

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

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

            "EDGAR": The Commission's Electronic Data Gathering, Analysis and
Retrieval system.

            "Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and (a) with respect
to deposits held for [__] days or more in such account, the long-term deposit or
unsecured debt obligations of which are rated at least (A) "Aa3" by Moody's (if
then rated by Moody's), and (B) "AA-" by S&P (or "A-"; provided the short-term
unsecured debt obligations are rated at least "A-1" by S&P) (or, with respect to
any such Rating Agency, such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the Certificates, as
evidenced in writing by the applicable Rating Agency), at any time such funds
are on deposit therein or (b) with respect to deposits held for less than [__]
days in such account, the short-term deposits of which are rated at least "P-1"
by Moody's (if then rated by Moody's), and "A-1" by S&P (or, with respect to any
such Rating Agency, such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the Certificates) as
evidenced in writing by the applicable Rating Agency at any time such funds are
on deposit therein; or (ii) a segregated trust account or accounts maintained
with a federal or state chartered depository institution or trust company acting
in its fiduciary capacity, which, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR ss. 9.10(b), the long
term deposits or unsecured debt of which, or if it is the wholly-owned
subsidiary of an entity the long-term deposits or unsecured obligations of
which, are rated at least "Baa3" by Moody's and which has a combined capital and
surplus of at least $50,000,000; or (iii) any other account, the use of which
would not, in and of itself, cause a qualification, downgrading or withdrawal of
the then-current rating assigned to any Class of Certificates, as confirmed in
writing by each Rating Agency.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter in the case of a Specially
Serviced Mortgage Loan as to which the related Mortgaged Property is multifamily
property or (ii) the American Society for Testing and Materials in the case of
Specially Serviced Mortgage Loan as to which the related Mortgaged Property is
not multifamily property.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended, and any regulations and administrative pronouncements thereunder.

            "ERISA Restricted Certificate": Any Class L, Class M, Class N, Class
O, Class P, Class Q or Class S Certificate; provided that any such Certificate
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions related to ERISA Restricted
Certificates contained in Section 5.02(c) if, as of the date of a proposed
transfer of such Certificate, either (i) it is rated in one of the four highest
generic ratings categories by a Rating Agency or (ii) relevant provisions of
ERISA and the Code would permit transfer of such Certificate to a Plan without
resulting in a non-exempt prohibited transaction.

            "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, ground rents (if
applicable) and other similar items in respect of the related Mortgaged
Property.

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

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

            "Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-PB Certificates, Class A-4 Certificates, Class A-5 Certificates, Class
A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J and
Class K Certificates.

            "Exemptions": Department of Labor Prohibited Transaction Exemption
("PTE") [_________] and [_________], each as amended from time to time, or any
successor thereto.

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

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

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any
defaulted Companion Loan) or REO Property that there has been a recovery of all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries that
the Special Servicer has determined, in accordance with the Servicing Standard,
will be ultimately recoverable.

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

            "Form 8-K Disclosure Information": As defined in Section 8.17(j).

            "Gain-on-Sale Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of the Mortgage Loan or related REO Property
net of any related Liquidation Expenses, over (ii) the Purchase Price for such
Mortgage Loan on the date on which such Liquidation Proceeds were received.

            "Gain-on-Sale Reserve Account": A segregated custodial account or
accounts or subaccount of the Distribution Account created and maintained by the
Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee in trust for
the Certificateholders, which shall be entitled "[__________], as Trustee, in
trust for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [__________]." Any such
account shall be an Eligible Account or a subaccount of an Eligible Account.

            "Grantor Trust Provisions": Subpart E of Part I of subchapter J of
the Code and Treasury Regulations Section 301.7701-4(c).

            "Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged Property or space
lease within such Mortgaged Property, the lease agreement creating such
leasehold interest.

            "Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.

            "Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.

            "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 now existing or hereafter enacted, and specifically
including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and petroleum products
and urea formaldehyde.

            "Holder": A Certificateholder.

            "HUD-Approved Servicer": A servicer approved by the Secretary of
Housing and Urban Development pursuant to Section 207 of the National Housing
Act.

            "Impound Reserve": As defined in Section 3.16(c) hereof.

            "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Trustee, any Companion Holder 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 Mortgage Loan Sellers,
the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Trustee, any Companion Holder or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer,
the Controlling Class Representative, the Special Servicer, the Trustee, any
Companion Holder or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Mortgage Loan Sellers, the Master Servicer, the Controlling Class
Representative, the Special Servicer, the Trustee or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the Controlling Class Representative, the
Trustee or any Affiliate thereof, as the case may be.

            "Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal Institute, and, if
the State in which the subject Mortgaged Property is located certifies or
licenses appraisers, certified or licensed in such State, and in each such case,
who has a minimum of five years experience in the subject property type and
market.

            "Initial Purchaser": Each of [__________] and [__________] or, in
each case, its successor in interest.

            "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 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 be delivered, at no expense to the
Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the
Trustee and the Master Servicer, so long as REMIC I does not receive or derive
any income from such Person and 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 any other Person upon receipt by the
Trustee of an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, 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.

            "Institutional Accredited Investor": Institutional "accredited
investors" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act or any entity in which all the equity holders fall within any
such subsections.

<PAGE>

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

            "Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property, released to the Mortgagor, or any tenants or ground lessors,
as the case may be, pursuant to the terms of the related Mortgage or lease, in
accordance with the Servicing Standard.

            "Insured Environmental Event": As defined in Section 3.08(c).

            "Intercreditor Agreement": [___________].

            "Interest Accrual Period": With respect to each Class of Regular
Certificates or the REMIC I Regular Interests and any Distribution Date, the
calendar month immediately preceding the calendar month in which such
Distribution Date occurs. Notwithstanding the foregoing, each Interest Accrual
Period is deemed to consist of [__] days for purposes of calculating interest on
the Regular Certificates or the REMIC I Regular Interests.

            "Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[__________], as Trustee, on behalf
of and in trust for the registered holders of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series [__________]".

            "Interest Reserve Amount": With respect to each Interest Reserve
Loan and each Distribution Date that occurs in February of each year and in
January of each year that is not a leap year, an amount equal to one day's
interest at the related Mortgage Rate (without regard to the second proviso in
the definition thereof) on the related Stated Principal Balance as of the Due
Date in the month in which such Distribution Date occurs (but prior to the
application of any amounts owed on such Due Date), to the extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due Date as of the
related P&I Advance Date.

            "Interest Reserve Loan": Each Mortgage Loan that is an Actual/360
Mortgage Loan.

            "Interested Person": The Depositor, any Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Independent Contractor hired by the
Special Servicer, any Holder of a Certificate, each Companion Holder (but only
with respect to the related Co-Lender Loan) or any Affiliate of any such Person.

            "Internet Website": The Internet Websites maintained by the Trustee
and, if applicable, the Master Servicer initially located at
"www.[_________].com" and "www.[_________].com", respectively, or such other
address as provided to the parties hereto from time to time.

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

<PAGE>

            "Issue Price":  With respect to each Class of  Certificates,
the "issue price" as defined in the Code and Treasury regulations  promulgated
thereunder.

            "Late Collections": With respect to any Mortgage Loan or Companion
Loan, all amounts received thereon during any Collection Period, other than
Penalty Interest, whether as payments, Insurance Proceeds, Liquidation Proceeds
or otherwise, which represent late collections of the principal and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed
Scheduled Payment in respect of such Mortgage Loan or Companion Loan due or
deemed due on a Due Date in a previous Collection Period, and not previously
recovered. With respect to any REO Loan, all amounts received in connection with
the related property during any Collection Period, whether as Insurance
Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Scheduled Payment
(other than a Balloon Payment) or an Assumed Scheduled Payment in respect of the
predecessor Mortgage Loan or of an Assumed Scheduled Payment in respect of such
REO Loan deemed due on a Due Date in a previous Collection Period and not
previously recovered.

            "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 is repurchased by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is purchased by the
Majority Subordinate Certificateholder, the Companion Holders, the mezzanine
lenders or the Special Servicer pursuant to Sections 3.18(c), 3.18(d), 3.18(e)
or 3.18(m), or by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder pursuant to Section 9.01. 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; (ii) such REO
Property is purchased by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder pursuant to Section 9.01; or (iii) such
REO Property is purchased by the Companion Holder as described in Section
3.18(d).

            "Liquidation Fee": With respect to each Mortgage Loan and REO Loan,
the fee payable to the Special Servicer out of certain related recoveries
pursuant to the third paragraph of Section 3.11(c).

            "Liquidation Fee Rate": With respect to all amounts set forth in the
third paragraph of Section 3.11(c), [___]%.

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the rights of the Mortgagor under the terms of the
related Mortgage; (ii) 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 the terms and conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan by the
Majority Subordinate Certificateholder, the related Companion Holder, the
mezzanine lenders or the Special Servicer pursuant to Section 3.18(c), Section
3.18(d), Section 3.18(e) or Section 3.18(m); (v) the repurchase of a Mortgage
Loan by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase
Agreement; (vi) the purchase of a Mortgage Loan or REO Property by the Master
Servicer, the Special Servicer, or the Majority Subordinate Certificateholder
pursuant to Section 9.01; (vii) the purchase of an REO Property by the Companion
Holder pursuant to Section 3.18(d); or (viii) the remittance by the applicable
Mortgage Loan Seller of amounts specified in Section 2.03(g).

            "Loan Group": Either Loan Group 1 or Loan Group 2.

            "Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

            "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 1.

            "Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

            "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 2.

            "Loan Pair": Collectively, any Co-Lender Loan and its related
Companion Loan(s).

            "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, a fraction, expressed as a percentage, the numerator of
which is the then current principal amount of such Mortgage Loan, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

            "Lockout Period": With respect to any Mortgage Note that prohibits
the Mortgagor from prepaying such Mortgage Loan until a date specified in such
Mortgage Note, the period from the Closing Date until such specified date.

            "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any Holder which is
an Affiliate of the Depositor or the Mortgage Loan Seller) entitled to greater
than 50% of the Voting Rights allocated to the Controlling Class; provided,
however, that, if there is no single Holder of Certificates entitled to greater
than 50% of the Voting Rights allocated to such Class, then the Majority
Subordinate Certificateholder shall be the single Holder of Certificates with
the largest percentage of Voting Rights allocated to such Class. With respect to
determining the Majority Subordinate Certificateholder, the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-PB Certificates, the Class A-4 Certificates, the Class A-5 Certificates and
the Class A-1A Certificates shall be deemed to be a single Class of
Certificates, with such Voting Rights allocated among the Holders of
Certificates of such Classes in proportion to the respective Certificate
Principal Balances of such Certificates as of such date of determination.

            "Master Servicer": [Wachovia Bank, National Association], its
successor in interest (including the Trustee as successor pursuant to Section
7.02), or any successor master servicer appointed as herein provided.

            "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).

            "Master Servicing Fee Rate": With respect to each Mortgage Loan the
percentage set forth under the column "Master Servicing Fee Rate" on the
Mortgage Loan Schedule.

            "Material Core Documents": As defined in Section 2.03.

            "Memorandum": As defined in the Mortgage Loan Purchase Agreement.

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

            "Moody's": Moody's Investors Service, Inc., or its successor in
interest. If 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 and the Special Servicer, 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, the mortgage, deed of
trust, deed to secure debt or similar instrument that secures the Mortgage Note
and creates a lien on the fee or leasehold interest in the related Mortgaged
Property.

            "Mortgage Deferred Interest": With respect to any Mortgage Loan as
to which the Mortgage Rate has been reduced through a modification and any
Distribution Date, the amount by which (a) interest accrued at such reduced rate
is less than (b) the amount of interest that would have accrued on such Mortgage
Loan at the Mortgage Rate before such reduction, to the extent such amount has
been added to the outstanding principal balance of such Mortgage Loan.

            "Mortgage File": With respect to any Mortgage Loan, collectively the
following documents:

                  (i) the original executed Mortgage Note including any power of
            attorney related to the execution thereof, together with any and all
            intervening endorsements thereon, endorsed on its face or by allonge
            attached thereto (without recourse, representation or warranty,
            express or implied) to the order of "[__________], as trustee for
            the registered holders of Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series [__________]",
            or in blank (or a lost note affidavit and indemnity with a copy of
            such Mortgage Note attached thereto);

                  (ii) an original or copy of the Mortgage, together with any
            and all intervening assignments thereof, in each case (unless not
            yet returned by the applicable recording office) with evidence of
            recording indicated thereon or certified by the applicable recording
            office;

                  (iii) an original or copy of any related Assignment of Leases
            (if such item is a document separate from the Mortgage), together
            with any and all intervening assignments thereof, in each case
            (unless not yet returned by the applicable recording office) with
            evidence of recording indicated thereon or certified by the
            applicable recording office;

                  (iv) an original executed assignment, in recordable form
            (except for any missing recording information), of (a) the Mortgage,
            (b) any related Assignment of Leases (if such item is a document
            separate from the Mortgage and to the extent not already assigned
            pursuant to preceding clause (a)) and (c) any other recorded
            document relating to the Mortgage Loan otherwise included in the
            Mortgage File, in favor of "[__________], as trustee for the
            registered holders of Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series [__________]",
            or in blank;

                  (v) an original assignment of all unrecorded documents
            relating to the Mortgage Loan (to the extent not already assigned
            pursuant to clause (iv) above), in favor of "[__________], as
            trustee for the registered holders of Wachovia Bank Commercial
            Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
            Series [__________]", or in blank;

                  (vi) originals or copies of any modification, consolidation,
            assumption and substitution agreements in those instances where the
            terms or provisions of the Mortgage or Mortgage Note have been
            consolidated or modified or the Mortgage Loan has been assumed or
            consolidated;

                  (vii) the original or a copy of the policy or certificate of
            lender's title insurance or, if such policy has not been issued or
            located, an original or copy of an irrevocable, binding commitment
            (which may be a marked version of the policy that has been executed
            by an authorized representative of the title company, a "pro forma"
            title policy, or an agreement to provide the same pursuant to
            binding escrow instructions executed by an authorized representative
            of the title company) to issue such title insurance policy;

<PAGE>

                  (viii) any filed copies (bearing evidence of filing) or other
            evidence of filing satisfactory to the Trustee 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, if there is an
            effective UCC Financing Statement and continuation statement in
            favor of the Mortgage Loan Seller on record with the applicable
            public office for UCC Financing Statements, an original UCC
            Amendment, in form suitable for filing in favor of "[__________], as
            trustee for the registered holders of Wachovia Bank Commercial
            Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
            Series [__________], as assignee", or in blank; (ix) an original or
            copy of (A) any Ground Lease, Memorandum of Ground Lease and ground
            lessor estoppel, and (B) any loan guaranty or indemnity and (C) any
            environmental insurance policy;

                  (x) any intercreditor agreement relating to permitted debt
            (including, without limitation, mezzanine debt) of the Mortgagor;

                  (xi) copies of any loan agreement, escrow agreement or
            security agreement relating to such Mortgage Loan;

                  (xii) a copy of any letter of credit and related transfer
            documents relating to such Mortgage Loan;

                  (xiii) copies of any management agreements and applicable
            transfer or assignment documents;

                  (xiv) copies of any cash management agreements and applicable
            transfer or assignment documents;

                  (xv) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties and applicable transfer
            or assignment documents; and

                  (xvi) with respect to any Companion Loan, all of the above
            documents with respect to such Companion Loan and the related
            Intercreditor Agreement; provided that a copy of each Mortgage Note
            relating to such Companion Loan, rather than the original, shall be
            provided, and no assignments shall be provided;

            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 required to be included
therein unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in clauses
(vi) and (ix) (solely with respect to any guaranty) of this definition, shall be
deemed to include only such documents to the extent the Trustee or Custodian has
actual knowledge of their existence.

<PAGE>

            Notwithstanding the foregoing, with respect to the [__________]
Loan, the "Mortgage File" will consist of the original note (or lost note
affidavit, if applicable) specified in clause (i) above, and a photocopy of each
additional document in the Mortgage File held by the [__________] Trustee.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage Loan
Schedule 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. Unless otherwise indicated, as
used in this Agreement, the term "Mortgage Loan" does not include any Companion
Loan.

            "Mortgage Loan Purchase Agreement": Each of the [__________]
Mortgage Loan Purchase Agreement and the [__________] Mortgage Loan Purchase
Agreement, individually or collectively, as the context may require.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of REMIC I, attached hereto as Exhibit B
and in a computer readable format. Such list shall set forth the following
information with respect to each Mortgage Loan:

                  (i) the Mortgage Loan number;

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

                  (iii) the Cut-Off Date Balance;

                  (iv) the amount of the Periodic Payment due on the first Due
            Date following the Closing Date;

                  (v) the original Mortgage Rate;

                  (vi) the (A) original term to stated maturity, (B) remaining
            term to stated maturity and (C) the Stated Maturity Date and, in the
            case of an ARD Loan, the Anticipated Repayment Date;

                  (vii) in the case of a Balloon Mortgage Loan, the remaining
            amortization term;

                  (viii) the original and remaining amortization term;

                  (ix) whether the Mortgage Loan is secured by a Ground Lease;

                  (x) the Master Servicing Fee Rate;

                  (xi) whether such Mortgage Loan is an ARD Loan and if so the
            Anticipated Repayment Date and Additional Interest Rate for such ARD
            Loan;

<PAGE>

                  (xii) the related Mortgage Loan Seller;

                  (xiii) whether such Mortgage Loan is insured by an
            environmental policy;

                  (xiv) whether such Mortgage Loan is cross-defaulted or
            cross-collateralized with any other Mortgage Loan;

                  (xv) whether such Mortgage Loan is a Defeasance Loan;

                  (xvi) whether the Mortgage Loan is secured by a letter of
            credit;

                  (xvii) whether such Mortgage Loan is an Interest Reserve Loan;

                  (xviii) whether payments on such Mortgage Loan are made to a
            lock-box;

                  (xix) the amount of any Reserve Funds escrowed in respect of
            each Mortgage Loan;

                  (xx) the number of units or square feet related to the
            Mortgaged Property;

                  (xxi)the number of grace days after the Due Date until
            Periodic Payments incur late payment charges; and

                  (xxii) the applicable Loan Group to which such Mortgage Loan
            belongs.

            "Mortgage Loan Seller": Each of [_________] and [__________], or
their respective successors in interest, individually or collectively as the
context may require.

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

            "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 fixed annualized rate, not including any
Additional Interest 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 related Mortgage Note 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, but
giving effect to any modification thereof as contemplated by Section 3.20; and
(iii) any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above determined as if the predecessor Mortgage Loan had remained
outstanding; provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating the Pass-Through Rates, the Mortgage
Rate of such Mortgage Loan for any one-month period preceding a related Due Date
will be the annualized rate at which interest would have to accrue in respect of
such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued
(exclusive of Penalty Interest or Additional Interest) in respect of such
Mortgage Loan during such one-month period at the related Mortgage Rate;
provided, however, that, solely for the purposes of calculating the Pass-Through
Rates, with respect to each Interest Reserve Loan, the Mortgage Rate for the
one-month period (A) preceding the Due Dates that occur in January and February
in any year which is not a leap year or preceding the Due Date that occurs in
February in any year which is a leap year will be determined exclusive of the
Interest Reserve Amounts for such months (in each case unless such Due Date
occurs in a January or February in which the final Distribution Date occurs),
and (B) preceding the Due Date in March, and in the event the final Distribution
Date occurs in February or, if such year is not a leap year, in January,
preceding the Due Date in such February or January, will be determined inclusive
of the Interest Reserve Amounts for the immediately preceding February and, if
applicable, January; provided, further, that, if the Mortgage Rate of the
related Mortgage Loan has been modified in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
solely for purposes of calculating the Pass-Through Rate, the Mortgage Rate for
such Mortgage Loan shall be calculated without regard to such event.

            "Mortgaged Property": The property subject to the lien of a
Mortgage.

            "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
and/or, in the case of an indemnity deed of trust, the entity which granted the
lien on such Mortgaged Property.

            "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 on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls on the Mortgage Loans. For
purposes of calculating the Prepayment Interest Shortfall with respect to the
[__________] Loan, Prepayment Interest Shortfalls will be allocated in
accordance with the [__________] Pooling and Servicing Agreement. The portion of
such shortfall allocated to the [__________] Loan, net of amounts payable by the
[__________] Master Servicer, will be included in the Net Aggregate Prepayment
Interest Shortfall. For purposes of calculating the Prepayment Interest
Shortfall with respect to the [__________] Loan, such Prepayment Interest
Shortfall will be calculated with respect to each of, and allocated pro rata
among, the promissory notes related to the [__________] Loan and the
[__________] Companion Loan. The portion of such shortfall allocated to the
[__________] Loan, net of amounts payable by the Master Servicer, will be
included in the Net Aggregate Prepayment Interest Shortfall. For purposes of
calculating the Prepayment Interest Shortfall with respect to the Co-Lender
Loans (other than the [__________] Loan and the [__________] Loan), Prepayment
Interest Shortfalls will be allocated first to the promissory note evidencing
the related Subordinate Companion Loan, if any, and second to the promissory
note evidencing the related Co-Lender Loan. The portion of such shortfall
allocated to the Co-Lender Loans, net of amounts payable by the Master Servicer,
will be included in the Net Aggregate Prepayment Interest Shortfall.

<PAGE>

            "Net Investment Earnings": With respect to (i) the Certificate
Account, any Servicing Account, any Special Reserve Account, any Reserve Account
or the REO Account (if any) for any Collection Period and (ii) the Distribution
Account, the Interest Reserve Account, the Additional Interest Account and the
Companion Distribution Account (if any) for the related Distribution Date, the
amount, if any, by which the aggregate of all interest and other income realized
during such Collection Period with respect to the accounts described in clause
(i) above and as of such related Distribution Date with respect to the accounts
described in clause (ii) above on funds held in such accounts, exceeds the
aggregate of all losses, if any, incurred during such Collection Period with
respect to the accounts described in clause (i) above and as of such related
Distribution Date with respect to the accounts described in clause (ii) above in
connection with the investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to (i) the Certificate Account,
any Servicing Account, any Special Reserve Account, any Reserve Account or the
REO Account (if any) for any Collection Period and (ii) the Distribution
Account, the Interest Reserve Account, the Additional Interest Account and the
Companion Distribution Account (if any) for the related Distribution Date, the
amount by which the aggregate of all losses, if any, incurred during such
Collection Period with respect to the accounts described in clause (i) above and
as of such related Distribution Date with respect to the accounts described in
clause (ii) above in connection with the investment of funds held in such
accounts in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such Collection Period with respect to the
accounts described in clause (i) above and as of such related Distribution Date
with respect to the accounts described in clause (ii) above on such funds.

            "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 minus the sum of the Trustee Fee Rate and the applicable Master
Servicing Fee Rate.

            "Net Operating Income" or "NOI": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.

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

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance; provided that Workout-Delayed Reimbursement
Amounts shall constitute a Nonrecoverable Advance only when the Person making
such determination in accordance with the procedures specified in the definition
of Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as
applicable, and taking into account factors such as all other outstanding
Advances, either (a) has determined in accordance with the Servicing Standard or
the standards applicable to the Trustee as set forth in the definitions of
"Nonrecoverable P&I Advance" and "Nonrecoverable Servicing Advance" that such
Workout-Delayed Reimbursement Amounts would not ultimately be recoverable from
Late Collections, Insurance Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of the related Mortgage Loan or REO Loan or (b) has
determined in accordance with the Servicing Standard or such other applicable
standard that such Workout-Delayed Reimbursement Amounts, along with any other
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, would not
ultimately be recoverable from the portion of Late Collections, Insurance
Proceeds or Liquidation Proceeds in respect of the pool of the Mortgage Loans or
REO Loans allocable to principal, or any other recovery on or in respect of the
pool of Mortgage Loans or REO Loans allocable to principal.

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan, the [__________] Companion
Loan or any REO Loan by the Master Servicer or the Trustee, as the case may be,
or, in the case of the [__________] Serviced Mortgage Loan, previously made or
proposed to be made by the [__________] Master Servicer, the Master Servicer or
the Trustee, as applicable, that, as determined by the Master Servicer, the
Special Servicer, the Trustee or the [__________] Master Servicer, as
applicable, in accordance with the Servicing Standard (in the case of the Master
Servicer or the Special Servicer), the "Servicing Standard" as defined in the
[__________] Pooling and Servicing Agreement (in the case of the [__________]
Master Servicer) or the standard of care set forth in Section 8.01(a) (with
respect to the Trustee), as applicable, with respect to such P&I Advance will
not be ultimately recoverable from Late Collections, Insurance Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of such Mortgage
Loan, [__________] Companion Loan, REO Loan or [__________] Serviced Mortgage
Loan; provided that the Master Servicer will be permitted to conclusively rely
upon any such nonrecoverability determination made by the Special Servicer and,
with respect to the [__________] Loan only, the [__________] Master Servicer.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan, REO Loan or Companion
Loan by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, or, in the case of the [__________] Serviced Mortgage Loan, made by the
[__________] Master Servicer, that, as determined by the Master Servicer, the
Special Servicer, the Trustee or the [__________] Master Servicer, as
applicable, in accordance with the Servicing Standard (in the case of the Master
Servicer or the Special Servicer), the "Servicing Standard" as defined in the
[__________] Pooling and Servicing Agreement (in the case of the [__________]
Master Servicer) or the standard of care set forth in Section 8.01(a) (with
respect to the Trustee), as applicable, will not be ultimately recoverable from
Late Collections, Insurance Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan, Companion Loan, REO Property or
the [__________] Serviced Mortgage Loan, as applicable; provided that the Master
Servicer will be permitted to conclusively rely upon any such nonrecoverability
determination made by the Special Servicer.

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, Class X-C, Class X-P, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P, Class Q, Class S, Class Z, Class R-I or
Class R-II Certificate.

            "Non-United States Person": Any Person other than a United States
Person.

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

<PAGE>

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

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

            "Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the Original Class Principal Balance thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.

            "Original Class X-C Notional Amount": $[__________].

            "Original Class X-P Notional Amount": $[_________].

            "Original Notional Amount": The Original Class X-C Notional Amount
or the Original Class X-P Notional Amount, as the context requires.

            "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(a) and (b) as
applicable.

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

            "Pari Passu Companion Loan": Each of the [__________] Companion Loan
and the [__________] Companion Loan.

            "Pari Passu Mortgage Loan": Each of the [__________] Loan and the
[__________] Loan.

            "Pass-Through Rate": With respect to:

                  (i) the Class A-1 Certificates for any Distribution Date,
            [______]% per annum;

                  (ii) the Class A-2 Certificates for any Distribution Date,
            [______]% per annum;


                  (iii) the Class A-3 Certificates for any Distribution Date,
            [______]% per annum;

                  (iv) the Class A-PB Certificates for any Distribution Date,
            [______]% per annum;

                  (v) the Class A-4 Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (vi) the Class A-5 Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (vii) the Class A-1A Certificates for any Distribution Date,
            the lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (viii) the Class A-M Certificates for any Distribution Date,
            the lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (ix) the Class A-J Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (x) the Class B Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date minus [____]%;

                  (xi) the Class C Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date minus [____]%;

                  (xii) the Class D Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date minus [____]%;

                  (xiii) the Class E Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date minus [____]%;

                  (xiv) the Class F Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date;

                  (xv) the Class G Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date;

                  (xvi) the Class H Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date;

<PAGE>

                  (xvii) the Class J Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date;

                  (xviii) the Class K Certificates for any Distribution Date,
            the Weighted Average Net Mortgage Rate for such date;

                  (xix) the Class L Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xx) the Class M Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxi) the Class N Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxii) the Class O Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxiii) the Class P Certificates for any Distribution Date,
            the lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxiv) the Class Q Certificates for any Distribution Date, the
            lesser of (1) [___]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxv) the Class S Certificates for any Distribution Date, the
            lesser of (1) [____]% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxvi) the Class X-C Certificates (1) for the initial
            Distribution Date, [___]% per annum, and (2) for any subsequent
            Distribution Date, the weighted average of the Class X-C Strip Rates
            for the respective Class X-C Components for such Distribution Date;
            provided, however, that the Pass-Through Rate applicable to the
            Class X-C Certificates, in no circumstance shall be less than zero;

                  (xxvii) the Class X-P Certificates for the initial
            Distribution Date, [___]% per annum, and for any subsequent
            Distribution Date, the weighted average of the Class X-P Strip Rates
            for the respective Class X-P 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).

<PAGE>

            "Paying Agent": The paying agent appointed pursuant to Section 8.16.
If no such paying agent has been appointed or if such paying agent has been so
appointed but the Trustee has terminated such appointment, then the Trustee
shall be the Paying Agent.

            "Penalty Interest": With respect to any Mortgage Loan or Companion
Loan (or successor REO Loan), any amounts collected thereon, other than late
payment charges, Additional Interest, Prepayment Premiums or Yield Maintenance
Charges, that represent penalty interest (arising out of a default) in excess of
interest on the Stated Principal Balance of such Mortgage Loan or Companion Loan
(or successor REO Loan) accrued at the related Mortgage Rate.

            "Percentage Interest": With respect to any 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 Original Class Principal Balance or Original Notional Amount, as the case
may be, of the relevant Class. With respect to a Residual Certificate or Class Z
Certificate, the percentage interest in distributions to be made with respect to
the relevant Class, as stated on the face of such Certificate.

            "Periodic Payment": With respect to any Mortgage Loan or Companion
Loan as of any Due Date, the scheduled payment of principal and/or interest on
such Mortgage Loan or Companion Loan (exclusive of Additional Interest),
including any 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 by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section
3.20).

            "Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of the Trustee if
otherwise qualifying hereunder):

                  (i) 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 (having original maturities of
            not more than 365 days); provided such obligations are backed by the
            full faith and credit of the United States. Such obligations must be
            limited to those instruments that have a predetermined fixed dollar
            amount of principal due at maturity that cannot vary or change or be
            liquidated prior to maturity. Interest may either be fixed or
            variable. If such interest is variable, interest must be tied to a
            single interest rate index plus a single fixed spread (if any), and
            move proportionately with that index;

                  (ii) repurchase obligations with respect to any security
            described in clause (i) above (having original maturities of not
            more than 365 days); provided that the short-term deposit or debt
            obligations, of the party agreeing to repurchase such obligations
            are rated in the highest rating categories of each of S&P and
            Moody's or such lower rating as will not result in qualification,
            downgrading or withdrawal of the ratings then assigned to the
            Certificates, as evidenced in writing by the Rating Agencies. In
            addition, its terms must have a predetermined fixed dollar amount of
            principal due at maturity that cannot vary or change. Interest may
            either be fixed or variable. If such interest is variable, interest
            must be tied to a single interest rate index plus a single fixed
            spread (if any), and move proportionately with that index;

                  (iii) certificates of deposit, time deposits, demand deposits
            and bankers' acceptances of any bank or trust company organized
            under the laws of the United States or any state thereof (having
            original maturities of not more than 365 days), the short term
            obligations of which are rated in the highest rating categories of
            each of S&P and Moody's or such lower rating as will not result in
            qualification, downgrading or withdrawal of the ratings then
            assigned to the Certificates, as evidenced in writing by the Rating
            Agencies. In addition, its terms should have a predetermined fixed
            dollar amount of principal due at maturity that cannot vary or
            change. In addition, its terms must have a predetermined fixed
            dollar amount of principal due at maturity that cannot vary or
            change. Interest may either be fixed or variable. If such interest
            is variable, interest must be tied to a single interest rate index
            plus a single fixed spread (if any), and move proportionately with
            that index;

                  (iv) 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 (or if not so incorporated, the
            commercial paper is United States Dollar denominated and amounts
            payable thereunder are not subject to any withholding imposed by any
            non-United States jurisdiction) which is rated in the highest rating
            category of each of S&P and Moody's or such lower rating as will not
            result in qualification, downgrading or withdrawal of the ratings
            then assigned to the Certificates, as evidenced in writing by the
            Rating Agencies. The commercial paper by its terms must have a
            predetermined fixed dollar amount of principal due at maturity that
            cannot vary or change. Interest may either be fixed or variable. If
            such interest is variable, interest must be tied to a single
            interest rate index plus a single fixed spread (if any), and move
            proportionately with that index;

                  (v) units of money market funds that maintain a constant asset
            value and which are rated in the highest applicable rating category
            by Moody's and which are rated "AAAm" or "AAAm G" by S&P (or such
            lower rating as will not result in qualification, downgrading or
            withdrawal of the ratings then assigned to the Certificates, as
            evidenced in writing by the Rating Agencies) and which seeks to
            maintain a constant net asset value. In addition, its terms must
            have a predetermined fixed dollar amount of principal due at
            maturity that cannot vary or change; and

                  (vi) any other obligation or security that constitutes a "cash
            flow investment" within the meaning of Section 860G(a)(6) of the
            Code and is acceptable to each Rating Agency, evidence of which
            acceptability shall be provided in writing by each Rating Agency to
            the Master Servicer, the Special Servicer and the Trustee; provided,
            however, in no event shall such other obligation or security be
            rated less than "AA/A-1" or "Aa3/P+" by S&P or Moody's,
            respectively;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) 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.

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than a Disqualified Organization, a Plan, a Disqualified Non-United States
Person, a partnership any partner of which, directly or indirectly, is a
Disqualified Non-United States Person or a United States Person with respect to
whom income on the Residual Certificate is allocable 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.

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

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

            "Plurality Residual Certificateholder": As to any taxable year of
(i) REMIC I or (ii) REMIC II, the Holder of Certificates holding the largest
Percentage Interest of the related Class of Residual Certificates.

            "Preliminary Memorandum": As defined in the Mortgage Loan Purchase
Agreement.

            "Preliminary Prospectus Supplement": As defined in the Mortgage Loan
Purchase Agreement.

            "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, 0% CPR (within the meaning of the
Prospectus), except that it is assumed that each ARD Loan is repaid on its
Anticipated Repayment Date.

            "Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was applied to such Mortgage Loan following
such Mortgage Loan's Due Date in such Collection Period, the amount of interest
(net of the related Master Servicing Fee and, if applicable, the Additional
Interest) accrued on the amount of such Principal Prepayment during the period
from and after such Due Date and ending on the date such Principal Prepayment
was applied to such Mortgage Loan, to the extent collected (exclusive of any
related Prepayment Premium or Yield Maintenance Charge actually collected).

<PAGE>

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part during any
Collection Period, which Principal Prepayment was applied to such Mortgage Loan
prior to such Mortgage Loan's Due Date in such Collection Period, the amount of
interest, to the extent not collected from the related Mortgagor (without regard
to any Prepayment Premium or Yield Maintenance Charge actually collected), that
would have accrued at a rate per annum equal to the sum of (x) the related Net
Mortgage Rate for such Mortgage Loan and (y) 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 day immediately preceding such Due Date, inclusive.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

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

            "Prime Rate": The "prime rate" 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 the "prime rate," then the
Master Servicer 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 Master Servicer shall select a comparable interest rate index. In
either case, such selection shall be made by the Master Servicer in its sole
discretion and the Master Servicer shall notify the Trustee and the Special
Servicer in writing of its selection.

            "Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the following:

            (a) the aggregate of the principal portions of all Scheduled
      Payments (other than Balloon Payments) and any Assumed Scheduled Payments
      due or deemed due in respect of the Mortgage Loans for their respective
      Due Dates occurring during the related Collection Period, to the extent
      not previously received or advanced with respect to a Distribution Date
      prior to the related Collection Period;

            (b) the aggregate of all Principal Prepayments received on the
      Mortgage Loans during the related Collection Period;

            (c) with respect to any Mortgage Loan as to which the related Stated
      Maturity Date occurred during or prior to the related Collection Period,
      any payment of principal (other than a Principal Prepayment) made by or on
      behalf of the related Mortgagor during the related Collection Period
      (including any Balloon Payment), in each case net of any portion of such
      payment that represents a recovery of the principal portion of any
      Scheduled Payment (other than a Balloon Payment) due, or the principal
      portion of any Assumed Scheduled Payment deemed due, in respect of such
      Mortgage Loan on a Due Date during or prior to the related Collection
      Period and not previously recovered;

            (d) the aggregate of the principal portion of all Liquidation
      Proceeds, Insurance Proceeds and, to the extent not otherwise included in
      clause (a), (b) or (c) above, payments that were received on the related
      Mortgage Loans during the related Collection Period and that were
      identified and applied by the Master Servicer and/or Special Servicer as
      recoveries of principal of such Mortgage Loans, in each case net of any
      portion of such amounts that represents a recovery of the principal
      portion of any Scheduled Payment (other than a Balloon Payment) due, or of
      the principal portion of any Assumed Scheduled Payment deemed due, in
      respect of the related Mortgage Loan on a Due Date during or prior to the
      related Collection Period and not previously recovered;

            (e) with respect to any REO Properties, the aggregate of the
      principal portions of all Assumed Scheduled Payments deemed due in respect
      of the related REO Loans for their respective Due Dates occurring during
      the related Collection Period;

            (f) with respect to any REO Properties, the aggregate of all
      Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
      received during the related Collection Period on such REO Properties and
      that were identified and applied by the Master Servicer and/or Special
      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 Scheduled Payment (other than a Balloon Payment)
      due, or of the principal portion of any Assumed Scheduled Payment deemed
      due, in respect of the related REO Loan or the predecessor Mortgage Loan
      on a Due Date during or prior to the related Collection Period and not
      previously recovered;

            (g) if such Distribution Date is subsequent to the initial
      Distribution Date, the excess, if any, of the Principal Distribution
      Amount for the immediately preceding Distribution Date, over the aggregate
      distributions of principal made on the Sequential Pay Certificates on such
      immediately preceding Distribution Date pursuant to Section 4.01;

            (h) any amounts that were used to reimburse Nonrecoverable Advances
      (including interest on such Nonrecoverable Advances) from principal
      collections on the Mortgage Loans pursuant to Section 3.05(a) hereof which
      are subsequently recovered on the related Mortgage Loan with respect to
      the Distribution Date related to the period in which such recovery occurs;

            (i) any amounts that were used to reimburse Workout-Delayed
      Reimbursement Amounts (including interest on such Workout-Delayed
      Reimbursement Amounts) from principal collections on the Mortgage Loans
      pursuant to Section 3.05(a) hereof which are subsequently recovered on the
      related Mortgage Loan with respect to the Distribution Date related to the
      period in which such recovery occurs, less;

<PAGE>

            (j) the amount of any reimbursements of (i) Nonrecoverable Advances
      (including interest on such Nonrecoverable Advances) that are paid or
      reimbursed from principal collections on the Mortgage Loans pursuant to
      Section 3.05(a) hereof with respect to such Distribution Date and (ii)
      Workout-Delayed Reimbursement Amounts (including interest on such
      Workout-Delayed Reimbursement Amounts) that are paid or reimbursed from
      principal collections on the Mortgage Loans pursuant to Section 3.05(a)
      hereof with respect to such Distribution Date, in each case where such
      principal collections would have otherwise been included in the Principal
      Distribution Amount for such Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan or Companion Loan that is received in advance of
its scheduled Due Date; provided that it shall not include a payment of
principal that is accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

            "Privileged Person": Any Certificateholder, Certificate Owner, any
Person identified to the Trustee or the Master Servicer, as applicable, as a
prospective transferee of a Certificate or interest therein, any Rating Agency,
any Mortgage Loan Seller, any Companion Holders, any party hereto, any
Underwriter or any designee of the Depositor; provided that no Certificate Owner
or prospective transferee of a Certificate or interest therein shall be
considered a "Privileged Person" or be entitled to a password or restricted
access as contemplated by Section 3.15 or Section 4.02 unless such Person has
delivered to the Trustee or the Master Servicer, as applicable, a certification
in the form of Exhibit K-1 or Exhibit K-2, as applicable which certification is
available on the Trustee's Internet Website.

            "Proposed Plan": As defined in Section 3.17(a)(iii).

            "Prospectus": The prospectus dated [__________], as supplemented by
the Prospectus Supplement, relating to the Registered Certificates. "Prospectus
Supplement": The final prospectus supplement dated [__________] of the Depositor
relating to the registration of the Registered Certificates under the Securities
Act.

            "PTE 95-60": As defined in Section 5.02(c).

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

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

            "Purchase Price": With respect to any Mortgage Loan or REO Loan
purchased by the Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement, by the Majority Subordinate Certificateholder, the Companion
Holder or the Special Servicer as described in Section 3.18(c), 3.18(d) or
3.18(e), or by the Depositor, the Special Servicer, the Majority Subordinate
Certificateholder or the Master Servicer pursuant to Section 9.01, a cash price
equal to the outstanding principal balance of such Mortgage Loan or REO Loan, as
of the date of purchase, together with (a) all accrued and unpaid interest on
such Mortgage Loan or REO Loan at the related Mortgage Rate to but not including
the Due Date in the Collection Period of purchase plus any accrued interest on
P&I Advances made with respect to such Mortgage Loan, (b) all related and
unreimbursed Servicing Advances plus any accrued and unpaid interest thereon,
(c) any reasonable costs and expenses, including, but not limited to, the cost
of any enforcement action, incurred by the Master Servicer, the Special Servicer
or the Trust Fund in connection with any such purchase by a Mortgage Loan Seller
(to the extent not included in clause (b) above) and (d) any other 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 any other collections in respect of the Mortgage Loan
or the related Mortgaged Property from a source other than the Trust Fund), or
in the case of any Loan Pair, the purchase price specified in the related
Intercreditor Agreement; provided that the Purchase Price shall not be reduced
by any outstanding P&I Advance.

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

            "Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A under the Securities Act.

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum insurance financial strength or claims paying
ability rating of at least "A3" by Moody's, and "A" by S&P (or the obligations
of which are guaranteed or backed by a company having such a claims paying
ability), and (ii) with respect to the fidelity bond and errors and omissions
Insurance Policy required to be maintained pursuant to Section 3.07(c), an
insurance company that has a claims paying ability rated no lower than two
rating categories (without regard to pluses or minuses or numerical
qualifications) below the rating assigned to the then highest rated outstanding
Certificate, but in no event lower than "A" by S&P and "A3" by Moody's (or, if
not rated by Moody's, then at least "A" by two other nationally recognized
statistical rating organizations (which may include S&P)), or, in the case of
clauses (i) and (ii), such other rating as each Rating Agency shall have
confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then-current rating assigned to any of the Certificates that are
then currently being rated by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations and
warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii)
have an Environmental Assessment that indicates no adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Servicing File; (ix) have an original Debt
Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of not less than the original Debt Service Coverage Ratio
(calculated to include the additional debt from any encumbrance) of the deleted
Mortgage Loan and a current Debt Service Coverage Ratio (calculated to include
the additional debt from any encumbrance) of not less than the current Debt
Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of the deleted Mortgage Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless
the Trustee has received prior confirmation in writing by each Rating Agency
that such substitution will not result in the withdrawal, downgrade, or
qualification of the rating assigned by the Rating Agency to any Class of
Certificates then rated by the Rating Agency (the cost, if any, of obtaining
such confirmation to be paid by the Mortgage Loan Seller); (xiii) have a date of
origination that is not more than 12 months prior to the date of substitution;
(xiv) have been approved by the Controlling Class Representative (or, if there
is no Controlling Class Representative then serving, by the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class); (xv) not be substituted for a deleted Mortgage Loan if it
would result in the termination of the REMIC status of REMIC I or REMIC II or
the imposition of tax on either of such REMICs other than a tax on income
expressly permitted or contemplated to be received by the terms of this
Agreement, as determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's expense); and (xvi) become a part of the same Loan Group as the
deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more deleted Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate principal balances
and the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no individual Mortgage Loan shall have a Net
Mortgage Rate that is less than the highest Pass-Through Rate of any Class of
Sequential Pay Certificates bearing a fixed rate. When a Qualified Substitute
Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable
Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the
requirements of the above definition and shall send such certification to the
Trustee. No substitutions will be permitted for the [__________] Loan.

            "Rated Final Distribution Date": The Distribution Date in
[_________], the first Distribution Date after the 24th month following the end
of the amortization term for the Mortgage Loan that, as of the Cut-Off Date, has
the longest remaining amortization term (without regard to the related Stated
Maturity Date).

            "Rating Agency": Each of Moody's and S&P.

            "Realized Loss": With respect to: (1) each Defaulted Mortgage Loan
as to which a Final Recovery Determination has been made, or with respect to any
successor 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 (a) the
unpaid principal balance of such Mortgage Loan or REO Loan, as the case may be,
as of the commencement of the Collection Period in which the Final Recovery
Determination was made, plus (b) without taking into account the amount
described in subclause (1)(d) of this definition, all accrued but unpaid
interest on such Mortgage Loan or such REO Loan, as the case may be, at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made (exclusive of any portion
thereof that constitutes default interest in excess of the Mortgage Rate,
Additional Interest, Prepayment Premiums or Yield Maintenance Charges), plus (c)
any related unreimbursed Servicing Advances and any unreimbursed interest on any
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 (d) all payments and
proceeds, if any, received in respect of such Mortgage Loan or the REO Property
that relates to such REO Loan, as the case may be, during the Collection Period
in which such Final Recovery Determination was made; (2) each defaulted Mortgage
Loan as to which any portion of the principal or previously accrued interest
(other than Additional Interest and Penalty Interest) payable thereunder was
canceled 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 Special Servicer pursuant to Section 3.20, the
amount of such principal and/or interest so canceled; (3) each 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 Special Servicer pursuant to Section
3.20, the amount of the consequent reduction in the interest portion of each
successive Periodic Payment due thereon (each such Realized Loss shall be deemed
to have been incurred on the Due Date for each affected Periodic Payment); and
(4) each Mortgage Loan for which a Final Recovery Determination has been made,
to the extent not included in clause (1) above, Nonrecoverable Advances
(including interest on such Nonrecoverable Advance) to the extent amounts have
been paid from the Principal Distribution Amount pursuant to Section 3.05(a)
hereof.

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

            "Registered Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E or Class F Certificate.

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

            "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

            "Regulation AB Companion Loan Securitization": As defined in Section
3.30(a).

<PAGE>

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum is equal to
the Prime Rate.

            "Relevant Servicing Criteria": The Servicing Criteria applicable to
the various parties, as set forth on Exhibit S attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Participant engaged by
the Trustee, the Master Servicer or the Special Servicer, the term "Relevant
Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria
for each of the Master Servicer, the Special Servicer or the Trustee, as
applicable.

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

            "REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.

            "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) all of the Mortgage Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans received
after the Closing Date (excluding all Additional Interest on such Mortgage
Loans), together with all documents included in the related Mortgage Files and
any related Escrow Payments and Reserve Funds; (ii) all amounts held from time
to time with respect to a Mortgage Loan in the Interest Reserve Account, the
Certificate Account, the Distribution Account, the Gain-on-Sale Reserve Account
and any REO Account; (iii) any REO Property acquired in respect of a Mortgage
Loan (or the Trust Fund's beneficial interest in the Mortgaged Property securing
the [__________] Loan acquired under the [__________] Pooling and Servicing
Agreement); (iv) the rights of the Depositor under Sections 2, 3, 9, 10, 11, 12,
13, 14, 16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements with
respect to such Mortgage Loans; and (v) the rights of the mortgagee under all
Insurance Policies with respect to such Mortgage Loans, in each of the foregoing
clauses exclusive of the interest of the holder of a Companion Loan therein.

            "REMIC I Pass-Through Rate": As set forth in the Preliminary
Statement.

            "REMIC I Principal Balance": The principal balance 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 original 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(h), 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) and shall be increased on such Distribution Date by
Certificate Deferred Interest deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(c).

<PAGE>

            "REMIC I Regular Interest": Any of the separate uncertificated
beneficial ownership interests in REMIC I issued hereunder, and designated as a
"regular interest" in REMIC I, held as an asset of REMIC II and having the
original REMIC I Principal Balance and REMIC I Pass-Through Rate as described in
the Preliminary Statement hereto.

            "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts held from time to time, to the extent
related to REMIC II, in the Distribution Account, conveyed in trust to the
Trustee for the benefit of REMIC II, as holder of the REMIC I Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section 2.10, with
respect to which a separate REMIC election is to be made.

            "REMIC II Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q, Class S, Class X-C, Class X-P or 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 proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled
"[__________], as Special Servicer, in trust for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through

            Certificates, Series [__________]."

            "REO Acquisition": The acquisition of any REO Property by the Trust
Fund pursuant to Section 3.09.

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

            "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 (or, with respect to the
[__________] Loan, the Trust Fund's proportionate beneficial interest in the
Mortgaged Property acquired by the [__________] Trustee pursuant to the
[__________] Pooling and Servicing Agreement). Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of REMIC I
and deemed to provide for Periodic Payments of principal and/or interest equal
to its Assumed Scheduled Payment and otherwise to have the same terms and
conditions as its predecessor Mortgage Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust Fund). 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 its predecessor Mortgage Loan (or, if applicable,
Companion Loan) as of the date of the related REO Acquisition. All Scheduled
Payments (other than a Balloon Payment), Assumed Scheduled Payments (in the case
of a Balloon Mortgage 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 and Unliquidated Advances (including interest
on such Nonrecoverable Advances and Unliquidated Advances) with respect to such
REO Loan that were paid from collections on the Mortgage Loans and resulted in
principal distributed to the Certificateholders being reduced pursuant to
Section 3.05(a) hereof, shall be deemed outstanding until recovered or until a
Final Recovery Determination is made. Collections in respect of each REO Loan
(after provision for amounts to be applied to the payment of, or to be
reimbursed to the Master Servicer, the Special Servicer or the Trustee for the
payment of, the costs of operating, managing, selling, leasing and maintaining
the related REO Property or for the reimbursement of the Master Servicer, the
Special Servicer or the Trustee for Advances as provided in this Agreement)
shall be treated: first, as a recovery of Nonrecoverable Advances and
Unliquidated Advances (including interest on such Nonrecoverable Advances or
Unliquidated Advances) with respect to such REO Loan, in each case that relate
to Advances that were paid from collections on the Mortgage Loans and resulted
in principal distributed to the Certificateholders being reduced pursuant to
Section 3.05(a) hereof; second, as a recovery of accrued and unpaid interest on
such REO Loan at the related Mortgage Rate to but not including the Due Date in
the Collection Period of receipt (exclusive of any portion thereof that
constitutes Additional Interest); third, as a recovery of principal of such REO
Loan to the extent of its entire unpaid principal balance; and fourth, in
accordance with the normal servicing practices of the Master Servicer, as a
recovery of any other amounts due and owing in respect of such REO Loan,
including, without limitation, (i) Yield Maintenance Charges, Prepayment
Premiums and Penalty Interest and (ii) Additional Interest and other amounts, in
that order. Notwithstanding the foregoing, all amounts payable or reimbursable
to the Master Servicer, the Special Servicer or the Trustee in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, any unpaid Servicing Fees and any unreimbursed
Servicing Advances and P&I Advances, together with any interest accrued and
payable to the Master Servicer, the Special Servicer or the Trustee in respect
of such Servicing Advances and P&I Advances in accordance with Sections 3.03(d)
and 4.03(d), 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 pursuant to Section 3.05(a).

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee (or, in the case of the [__________] Loan, the Trust Fund's
proportionate beneficial interest in the Mortgaged Property acquired by the
[__________] Trustee pursuant to the [__________] Pooling and Servicing
Agreement) for the benefit of the Certificateholders (subject to the related
Intercreditor Agreement with respect to a Mortgaged Property securing a Loan
Pair) 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.

<PAGE>

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

            "REO Tax": As defined in Section 3.17(a)(i).

            "Reportable Event": As defined in Section 8.17(j).

            "Reporting Party": The Master Servicer, the Special Servicer, the
Trustee, an Additional Servicer or a Servicing Participant.

            "Request for Release": A request signed by a Servicing Officer, as
applicable, of the Master Servicer in the form of Exhibit D-1 attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached hereto.

            "Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the Special Servicer.

            "Required Appraisal Date": With respect to any Required Appraisal
Mortgage Loan, the earliest date on which any of the items specified in clauses
(i) through (vi) of the first paragraph of the definition of Required Appraisal
Mortgage Loan occurs.

            "Required Appraisal Mortgage Loan": Each Mortgage Loan (i) that is
[__] days or more delinquent in respect of any Periodic Payments, (ii) that
becomes an REO Loan), (iii) that has been modified by the Special Servicer to
reduce the amount of any Periodic Payment (other than a Balloon Payment), (iv)
with respect to which a receiver is appointed and continues in such capacity in
respect of the related Mortgaged Property, (v) with respect to which a Mortgagor
declares bankruptcy or with respect to which the related Mortgagor is subject to
a bankruptcy proceeding, (vi) with respect to which any Balloon Payment on such
Mortgage Loan has not been paid by its scheduled maturity date, unless the
Master Servicer has, on or prior to [__] days following the Stated Maturity
Date, 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 (provided that if such refinancing does not
occur during such time specified in the commitment, the related Mortgage Loan
will immediately become a Required Appraisal Mortgage Loan) or (vii) that is
outstanding [__] days after the third anniversary of an extension of its Stated
Maturity Date; provided, however, that a Required Appraisal Mortgage Loan will
cease to be a Required Appraisal Mortgage Loan:

            (a) with respect to the circumstances described in clauses (i) and
      (iii) above, when the related Mortgagor has made three consecutive full
      and timely Periodic 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 Special
      Servicer pursuant to Section 3.20); and

            (b) with respect to the circumstances described in clauses (iv), (v)
      and (vi) above, when such circumstances cease to exist in the good faith
      reasonable judgment of the Special Servicer and in accordance with the
      Servicing Standard, but, with respect

<PAGE>

      to any bankruptcy or insolvency proceedings described in clauses (iv) and
      (v), no later than the entry of an order or decree dismissing such
      proceeding, and with respect to the circumstances described in clause (vi)
      above, no later than the date that the Special Servicer agrees to an
      extension pursuant to Section 3.20 hereof;

so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the Mortgage Loan to continue to be characterized
as a Required Appraisal Mortgage Loan.

            "Required Appraisal Value": An amount equal to 90% of the Appraised
Value (net of any prior liens and estimated liquidation expenses and any other
downward adjustments the Special Servicer may deem appropriate (without implying
any obligation to do so) based upon its review of the Appraisal and such other
information as the Special Servicer may deem appropriate) of the Mortgaged
Property related to the subject Required Appraisal Mortgage Loan as determined
by a Required Appraisal or letter update or internal valuation, if applicable;
provided that for purposes of determining any Appraisal Reduction Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal Reduction
Amount shall be amended annually to reflect the Required Appraisal Value
determined pursuant to any Required Appraisal or letter update or internal
valuation, if applicable, of a Required Appraisal conducted subsequent to the
original Required Appraisal performed pursuant to Section 3.09(a).

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

            "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held in escrow by or on behalf of the
mortgagee representing reserves for environmental remediation, repairs, capital
improvements, tenant improvements and/or leasing commissions with respect to the
related Mortgaged Property.

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

            "Responsible Officer": When used with respect to (i) the initial
Trustee, any officer or assistant officer in the Corporate Trust Office of the
initial Trustee, and (ii) any successor trustee, any officer or assistant
officer in the corporate trust department of the successor trustee, or any other
officer or assistant officer of the successor trustee customarily performing
functions similar to those performed by any of the above designated officers to
whom a particular matter is referred by the successor trustee because of such
officer's knowledge of and familiarity with the particular subject.

            "Restricted Servicer Reports": Each of the CMSA Servicer Watchlist,
CMSA Operating Statement Analysis, CMSA NOI Adjustment Worksheet and CMSA
Comparative Financial Status Report. If a Restricted Servicer Report is filed
with the Commission, it shall thereafter be an Unrestricted Servicer Report.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest. If neither such
Rating Agency 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 and the Special Servicer, and
specific ratings of S&P herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002.

            "Sarbanes-Oxley Certification": A written certification signed by an
officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of
2002, as amended from time to time, including all necessary Regulation AB
certification requirements, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d),
as in effect from time to time.

            "Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-Off Date as of which it is outstanding, the scheduled
Periodic Payment of principal and interest (other than Additional Interest) on
such Mortgage Loan that is or would be, as the case may be, payable by the
related Mortgagor on such Due Date under the terms of the related Mortgage Note
as in effect on the Closing Date, without regard to any subsequent 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 Special Servicer pursuant to Section
3.20 or acceleration of principal by reason of default, and assuming that each
prior Scheduled Payment has been made in a timely manner.

            "Section 302 Requirements": As defined in Section 8.17(b).

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

            "Senior Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-PB, Class A-4, Class A-5, Class A-1A or Class X Certificate.

            "Sequential Pay Certificates": Any Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q or Class S Certificate.

            "Servicer Fee Amount": With respect to each Sub-Servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan serviced by such Sub-Servicer, (a) the Stated Principal
Balance of such Mortgage Loan as of the end of the immediately preceding
Collection Period and (b) the servicing fee rate specified in the related
Sub-Servicing Agreement for such Mortgage Loan. With respect to the Master
Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan (a) the Stated Principal Balance of such
Mortgage Loan as of the end of the immediately preceding Collection Period and
(b) the difference between the Master Servicing Fee Rate for such Mortgage Loan
over the servicing fee rate (if any) applicable to such Mortgage Loan as
specified in any Sub-Servicing Agreement related to such Mortgage Loan.

            "Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA Loan Periodic
Update File, the CMSA Financial File, CMSA Property File, the CMSA Advance
Recovery Report and a report reconciling Penalty Interest and late payment
charges collected with interest on Advances and Additional Trust Fund Expenses.

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

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by or on behalf of the Master Servicer,
the Special Servicer or the Trustee in connection with the servicing of a
Mortgage Loan or a Companion Loan (other than the [__________] Serviced Mortgage
Loan and its related Companion Loan), or in connection with the administration
of any related REO Property, including, but not limited to, the cost of (a)
compliance with the obligations of the Master Servicer and the Special Servicer,
if any, set forth in Section 3.02 and Section 3.03(c), (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property,
including the cost of any "forced placed" insurance policy purchased by the
Master Servicer to the extent such cost is allocable to a particular Mortgaged
Property that the Master Servicer or the Special Servicer is required to cause
to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds
or any Liquidation Proceeds of the nature described in clauses (i) through (v)
of the definition of "Liquidation Proceeds," (d) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including, without limitation,
foreclosures, (e) any Required Appraisal or other appraisal expressly required
or permitted to be obtained hereunder, (f) the operation, management,
maintenance and liquidation of any such REO Property, including, without
limitation, appraisals and compliance with Section 3.16(a) (to the extent not
covered by available funds in the REO Account) and Section 3.20(h) (to the
extent not paid by the related Mortgagor) and (g) compliance with the
obligations of the Master Servicer or the Trustee set forth in Section 2.03(a)
or (b). Notwithstanding anything 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 and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property, or costs or expenses expressly required to
be borne by the Master Servicer or Special Servicer without reimbursement
pursuant to the terms of this Agreement.

            "Servicing Criteria": The "servicing criteria" set forth in Item
1122(d) of Regulation AB.

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

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Mortgagor in connection with, or relating to the
origination and servicing of any Mortgage Loan or Companion Loan which are
reasonably required for the ongoing administration of the Mortgage Loan and the
Companion Loan, including management agreements, cash management agreements,
lockbox agreements, franchise agreements, franchise comfort letters (and
evidence of required notification of transfer), appraisals, surveys, engineering
reports, environmental reports, operation and maintenance (O&M) plans, financial
statements, leases, rent rolls and tenant estoppels.

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

            "Servicing Participant": Any Additional Servicer, Sub-Servicer,
Subcontractor or any other Person, other than the Master Servicer and the
Special Servicer, that is performing activities addressed by the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the
Mortgage Loans.

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

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

            "Servicing Standard": With respect to the Master Servicer or the
Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans and the Companion Loans for which it is responsible hereunder (a)
in the same manner in which, and with the same care, skill, prudence and
diligence with which the Master Servicer or the Special Servicer, as the case
may be, generally services and administers similar mortgage loans with similar
borrowers (i) for other third-parties, giving due consideration to customary and
usual standards of practice of prudent institutional commercial mortgage lenders
servicing their own loans or (ii) held in its own portfolio, whichever standard
is higher, (b) with a view to the maximization of the recovery on such Mortgage
Loan on a net present value basis and the best interests of the
Certificateholders and the Trust Fund or, if a Loan Pair is involved, with a
view towards the maximization of recovery on such Co-Lender Loan Pair to the
Certificateholders, the related Companion Holders and the Trust Fund (as a
collective whole, taking into account that the Subordinate Companion Loans are
subordinate to the related Co-Lender Loans and the Passu Companion Loans are
pari passu in right of payment with the related Pari Passu Loan, in each case to
the extent set forth in the related Intercreditor Agreement), and (c) without
regard to (i) any relationship that the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof may have with the related
Mortgagor, the Depositor, any Mortgage Loan Seller or any other party to the
transaction or any Affiliate thereof; (ii) the ownership of any Certificate or
Companion Loan (or other interest in any Mortgage Loan or Companion Loan) by the
Master Servicer or the Special Servicer, as the case may be, or by any Affiliate
thereof; (iii) the right of the Master Servicer or the Special Servicer, as the
case may be, to receive compensation or other fees for its services rendered
pursuant to this Agreement; (iv) the obligations of the Master Servicer to make
Advances; (v) the ownership, servicing or management by the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof for others of
any other mortgage loans or mortgaged property; (vi) any obligation of the
Master Servicer or any Affiliate of the Master Servicer to repurchase or
substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation of
the Master Servicer or any Affiliate of the Master Servicer to cure a breach of
a representation and warranty with respect to a Mortgage Loan; and (viii) any
debt the Master Servicer or Special Servicer or any Affiliate of either has
extended to any Mortgagor or any Affiliate of such Mortgagor.

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through (h) of the
definition of "Specially Serviced Mortgage Loan".

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

            "Single Certificate": For purposes of Section 4.02, a hypothetical
Certificate of any Class of Regular Certificates evidencing a $1,000
denomination.

            "Special Reserve Account": As used herein, the Trustee may create a
segregated custodial account or accounts pursuant to Section 2.02(d) in trust
for the Certificateholders, which shall be entitled "[__________], as Trustee,
in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [__________] and [name of
party providing the funds]". Any such account will be an Eligible Account.

            "Special Servicer": With respect to each Mortgage Loan,
[__________], or, any successor special servicer appointed as herein provided.

            "Special Servicing Fee": With respect to each 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).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, [___]% per annum.

            "Specially Serviced Mortgage Loan": Any Mortgage Loan or Companion
Loan as to which any of the following events have occurred:

            (a) the related Mortgagor shall have (i) failed to make within [__]
days of the date when due any Balloon Payment; provided, however, that if the
Mortgagor continues to make its Assumed Scheduled Payment and diligently pursues
refinancing, a Servicing Transfer Event shall not occur until [__] days
following such default (or, if the Mortgagor has produced a written refinancing
commitment that is reasonably acceptable to the Special Servicer and the
Controlling Class Representative has given its consent (which consent shall be
deemed denied if not granted within [__] Business Days), [__] days following
such default; provided that if such refinancing does not occur during the time
period specified in such written refinancing commitment, a Servicing Transfer
Event will be deemed to occur); or (ii) failed to make when due any Periodic
Payment (other than a Balloon Payment), and such failure has continued
unremedied for [__] days; or

            (b) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the Controlling Class Representative)
shall have determined (with written notice of any such determination by the
Special Servicer to be promptly given by the Special Servicer to the Master
Servicer), in its good faith reasonable judgment, and in accordance with the
Servicing Standard, based on communications with the related Mortgagor, that a
default in making a Periodic Payment (including a Balloon Payment) or any other
default under the applicable Mortgage Loan documents that would (with respect to
such other default) materially impair the value of the Mortgaged Property as
security for the Mortgage Loan and, if applicable, Companion Loan or otherwise
would materially adversely affect the interests of Certificateholders and would
continue unremedied beyond the applicable grace period under the terms of the
Mortgage Loan (or, if no grace period is specified, for [__] days; provided that
a default that would give rise to an acceleration right without any grace period
shall be deemed to have a grace period equal to zero) is likely to occur and is
likely to remain unremedied for at least [__] days; or

            (c) there shall have occurred a default (other than as described in
clause (a) above) that the Master Servicer or the Special Servicer (in the case
of the Special Servicer, with the consent of the Controlling Class
Representative) shall have determined (with written notice of any such
determination by the Special Servicer to be promptly given by the Special
Servicer to the Master Servicer), in its good faith and reasonable judgment, and
in accordance with the Servicing Standard, materially impairs the value of the
Mortgaged Property as security for the Mortgage Loan and, if applicable,
Companion Loan, or otherwise materially adversely affects the interests of
Certificateholders and that continues unremedied beyond the applicable grace
period under the terms of the Mortgage Loan (or, if no grace period is
specified, for [__] days; provided that a default that gives rise to an
acceleration right without any grace period shall be deemed to have a grace
period equal to zero); provided, however, that, in the event the Special
Servicer with the consent of the Controlling Class Representative determines
that the related Mortgagor does not need to maintain terrorism insurance as
provided in Section 3.07(a), no default related to the failure to obtain such
insurance shall be deemed to be outstanding for purposes of this clause(c); or

            (d) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
related Mortgagor; provided that, if such decree or order is discharged,
dismissed or stayed within [__] days it shall not be a Specially Serviced
Mortgage Loan (and no Special Servicing Fees shall be payable); or

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

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

<PAGE>

            (g) the Master Servicer shall have force placed insurance against
damages or losses arising from acts of terrorism due to the failure of the
related borrower to maintain or cause such insurance to be maintained and (1)
subsequent to such force placement such borrower fails to maintain or cause to
be maintained insurance coverage against damages for losses arising from acts of
terrorism for a period of [__] days (or such shorter time period as the
Controlling Class Representative may consent to) or (2) the Master Servicer
fails to have been reimbursed from any Servicing Advances made in connection
with the force placement of such insurance coverage (unless the circumstances
giving rise to such forced placement of such insurance coverage have otherwise
been cured and the Master Servicer has been reimbursed for any Servicing
Advances made in connection with the forced placement of such insurance
coverage); or

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

provided, however, that a Companion Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Co-Lender Loan becomes a Specially
Serviced Mortgage Loan and a Co-Lender Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Companion Loan becomes a Specially
Serviced Mortgage Loan; provided, further, however that a Mortgage Loan or
Companion Loan will cease to be a Specially Serviced Mortgage Loan:

                  (i) with respect to the circumstances described in clause (a)
            above, when the related Mortgagor has made three consecutive full
            and timely Periodic Payments under the terms of such Mortgage Loan
            or Companion 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 Special Servicer pursuant to
            Section 3.20);

                  (ii) with respect to the circumstances described in clauses
            (b), (d), (e) and (f) above, when such circumstances cease to exist
            in the good faith reasonable judgment of the Special Servicer and in
            accordance with the Servicing Standard, but, with respect to any
            bankruptcy or insolvency proceedings described in clauses (d), (e)
            and (f), no later than the entry of an order or decree dismissing
            such proceeding;

                  (iii) with respect to the circumstances described in clause
            (c) and (g) above, when such default is cured; and

                  (iv) with respect to the circumstances described in clause (h)
            above, when such proceedings are terminated;

so long as at that time no circumstance identified in clauses (a) through (h)
above exists that would cause the Mortgage Loan (or, with respect to a Co-Lender
Loan, the related Companion Loan, or, with respect to a Companion Loan, the
related Co-Lender Loan) to continue to be characterized as a Specially Serviced
Mortgage Loan; provided no additional default is foreseeable in the reasonable
good faith judgment of the Special Servicer.

<PAGE>

            "[__________] Companion Loan": That certain mortgage loan evidenced
by a note, which is not an asset of the Trust Fund, secured by the Mortgaged
Property securing the [__________] Loan.

            "[__________] Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of [_________] by and between [__________], as
A-Note Holder and [__________], as B-Note Holder relating to the [__________]
Loan Pair.

            "[__________] Loan": That certain Mortgage Loan which is included in
the Trust Fund (identified as loan number [___] on the Mortgage Loan Schedule).

            "[__________] Loan Pair": The [__________] Loan, together with the
[__________] Companion Loan.

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

            "State and Local Taxes": Taxes imposed by the States of New York,
[_________] and [_________] and by any other state or local taxing authorities;
provided that such states and such other state and local taxing authorities, by
notice to the Trustee, assert jurisdiction over the trust fund or any portion
thereof, or which, according to an Opinion of Counsel addressed to the Trustee,
have such jurisdiction.

            "Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the Mortgage Note (as in effect on the Closing Date) on which
the last payment of principal is due and payable under the terms of the 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 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, as of
any date of determination, an amount (which amount shall not be less than zero)
equal to (x) the Cut-Off Date Balance of such Mortgage Loan (or, in the case of
a Qualified Substitute Mortgage Loan, the unpaid principal balance after
application of all principal payments due on or before the related date of
substitution, whether or not received), plus (y) any Mortgage Deferred Interest
added to the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Collection Period minus (z) the sum of:

                  (i) the principal portion of each Periodic Payment due on such
            Mortgage Loan after the Cut-Off Date or the related date of
            substitution, as the case may be, to the extent received from the
            Mortgagor or advanced by the [__________] Master Servicer, the
            Master Servicer or the Trustee and distributed to Certificateholders
            on or before such date of determination;

                  (ii) all Principal Prepayments received with respect to such
            Mortgage Loan after the Cut-Off Date or the related date of
            substitution, as the case may be, to the extent distributed to
            Certificateholders on or before such date of determination;

                  (iii) the principal portion of all Insurance Proceeds and
            Liquidation Proceeds received with respect to such Mortgage Loan
            after the Cut-Off Date or the related date of substitution, as the
            case may be, to the extent distributed to Certificateholders on or
            before such date of determination;

                  (iv) the principal portion of any Realized Loss incurred in
            respect of such Mortgage Loan during the related Collection Period;
            and

                  (v) any amount of reduction in the outstanding principal
            balance of such Mortgage Loan resulting from a Deficient Valuation
            that occurred prior to the end of the Collection Period for the most
            recent Distribution Date.

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:

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

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

            A Mortgage Loan, an REO Loan shall be deemed to be part of the Trust
Fund and to have an outstanding Stated Principal Balance until the Distribution
Date on which the payments or other proceeds, if any, received in connection
with a Liquidation Event in respect thereof are to be (or, if no such payments
or other proceeds are received in connection with such Liquidation Event, would
have been) distributed to Certificateholders. In addition, to the extent that
principal from general collections is used to reimburse Nonrecoverable Advances
pursuant to Section 3.05(a)(vii) or Workout Delayed Reimbursement Amounts
pursuant to Section 3.05(a)(vii) (which are only reimbursable from principal
collections on the Mortgage Pool as set forth in this Agreement) and such amount
has not been included as part of the Principal Distribution Amount, such amount
shall nevertheless be deemed to be part of the Principal Distribution Amount for
purposes of clauses (i), (ii) and (iii) above. Notwithstanding the foregoing, if
any Mortgage Loan is paid in full, liquidated or otherwise removed from the
Trust Fund, commencing as of the first Distribution Date following the
Collection Period during which such event occurred, the Stated Principal Balance
of such Mortgage Loan will be zero.

            With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan.

<PAGE>

            "Subcontractor": Any third-party or affiliated vendor, subcontractor
or other Person utilized by a Servicer, a Sub-Servicer, the Trustee or the
Custodian, as applicable, that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the commercial
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans.

             "Subordinate Companion Holder":  The holders of any of the
Subordinate Companion Loans.

            "Subordinate Companion Loan": Each of the [__________] Companion
Loan, the [__________] Companion Loan, the [__________] Companion Loan and the
[__________] Companion Loan, individually or collectively, as the context may
require.

            "Subordinated Certificate": Any Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class S, Class Z, Class R-I or Class R-II
Certificate.

            "Sub-Servicer": Any Person with which the Master Servicer, the
Special Servicer or an Additional Servicer has entered into a Sub-Servicing
Agreement for the performance (whether directly or through Sub-Servicers or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Master Servicer or the Sepcial Servicer under
this Agreement or an Additional Servicer under a servicing agreement, with
respect to some or all of the Mortgage Loans, that are identified in Item
1122(d) of Regulation AB.

            "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, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22.

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

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

            "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 Temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall be the applicable
Plurality Residual Certificateholder.

<PAGE>

            "Tax Returns": The federal income tax returns on Internal Revenue
Service 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 REMIC I and REMIC II due to its classification as a
REMIC under the REMIC Provisions, and the federal income tax return to be filed
on behalf of the Additional Interest Grantor Trust due to its classification as
a grantor trust under the Grantor Trust 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 Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable State and Local Tax laws.

            "Time of Sale": As defined in that certain Underwriting Agreement,
dated as of [__________], among Wachovia Commercial Mortgage Securities, Inc.,
[__________], [__________], [__________], [__________], [__________],
[__________] and [__________]

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

            "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 Fund": Collectively, (i) all of the assets of each of REMIC I
and REMIC II, and (ii) the Additional Interest Grantor Trust Assets.

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

            "Trustee Fee": With respect to each Mortgage Loan and REO Loan for
any Distribution Date, an amount equal to one month's interest for the most
recently ended calendar month (calculated on a 30/360 Basis), accrued at the
Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO
Loan, as the case may be, outstanding immediately following the prior
Distribution Date (or, in the case of the initial Distribution Date, as of the
Closing Date).

            "Trustee Fee Rate": [___]% per annum.

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

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

            "Underwriter": Each of [__________], [__________], [__________],
[__________], [__________] and [__________] or, in each case, its successor in
interest.

<PAGE>

            "United States Person": A citizen or resident of the United States,
a corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States, any State thereof or the District of Columbia
unless in the case of a partnership, Treasury Regulations are adopted that
provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source or a trust if
a court within the United States is able to exercise primary supervision over
the administration of the trust, and one or more United States Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code (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 United States Persons).

            "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 Mortgagor or otherwise
from collections on or the proceeds of the Mortgage Loan or REO Property in
which the Trust Fund holds a beneficial interest in respect of which the Advance
was made.

            "Unrestricted Servicer Reports": Each of the CMSA Delinquent Loan
Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA Loan Level Reserve/LOC Report, CMSA Historical Liquidation Report,
CMSA REO Status Report and the CMSA Advance Recovery Report.

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

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates. Ninety-six percent (96%) of the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class A-3, Class A-PB,
Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q and Class S Certificates in proportion to the
respective Class Principal Balances of their Certificates (which proportion
shall be calculated as equal to the product of 96% and a fraction, the numerator
of which is equal to the aggregate Certificate Balance of the related Class of
Certificates (adjusted as provided in the immediately succeeding provisos) and
the denominator of which is equal to the aggregate Certificate Balances of all
Classes of Certificates referenced above, determined as of the Distribution Date
immediately preceding such time); provided that, solely for the purpose of
determining the Voting Rights of the Classes of Sequential Pay Certificates, the
aggregate Appraisal Reduction Amount (determined as set forth herein) shall be
treated as Realized Losses with respect to the calculation of the Certificate
Principal Balances thereof; provided, further, however, that the aggregate
Appraisal Reduction Amount shall not reduce the Class Principal Balance of any
Class for purposes of determining the Controlling Class, the Controlling Class
Representative or the Majority Subordinate Certificateholder. Four percent (4%)
in the aggregate of the Voting Rights shall be allocated to the Class X
Certificates (allocated, pro rata, between the Class X-C and Class X-P
Certificates based upon their Notional Amounts). The Class Z Certificates and
the Residual Certificates shall have no voting rights. Voting Rights allocated
to a Class of Certificateholders shall be allocated among such
Certificateholders in standard proportion to the Percentage Interests evidenced
by their respective Certificates. In addition, if either the Master Servicer or
the Special Servicer is the holder of any Certificate, neither of the Master
Servicer or Special Servicer, in its capacity as a Certificateholder, shall have
Voting Rights with respect to matters concerning compensation affecting the
Master Servicer or the Special Servicer.

            "[_________]": [__________] or its successor in interest.

            "[__________] Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of [__________] between the Depositor
and [_________] and relating to the transfer of the [_________] Mortgage Loans
to the Depositor.

            "[_________] Mortgage Loans": Each of the Mortgage Loans transferred
and assigned to the Depositor pursuant to the [__________] Mortgage Loan
Purchase Agreement.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Rates applicable to the Mortgage Loans as of the first day of the
related Collection Period, weighted on the basis of their respective Stated
Principal Balances immediately following the preceding Distribution Date.

            "Workout-Delayed Reimbursement Amounts": 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 (and any interest
thereon) 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 (and any interest thereon) becomes an obligation
of the Mortgagor to pay such amount over a period of time rather than
immediately or on the next Due Date under the terms of the modified loan
documents.

            "Workout Fee": With respect to each 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,
1.0%.

            "Yield Maintenance Charge": Payments paid or payable, as the context
requires, on a Mortgage Loan as the result of a Principal Prepayment thereon,
not otherwise due thereon in respect of principal or interest, which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the
holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment. Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges." In
the event that a Yield Maintenance Charge shall become due for any particular
Mortgage Loan, the Master Servicer shall be required to follow the terms and
provisions contained in the applicable Mortgage Note; provided, however, in the
event the particular Mortgage Note shall not specify the U.S. Treasuries which
shall be used in determining the discount rate or the reinvestment yield to be
applied in such calculation, the Master Servicer shall be required to use those
U.S. Treasuries having maturity dates most closely approximating the maturity of
such Mortgage Loan. Accordingly if either no U.S. Treasury issue, or more than
one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Mortgage Loan or the
actual term remaining through the Maturity Date), the Master Servicer shall use
the U.S. Treasury whose reinvestment yield is the lowest, with such yield being
based on the bid price for such issue as published in The Wall Street Journal on
the date that is [__] days prior to the date that the Yield Maintenance Charge
shall become due and payable (or, if such bid price is not published on that
date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The monthly compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount rate and shall
be defined as MEY = (12X {(1+"BEY"/2)^1/6}-1) where BEY is defined as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in percentage, and
1/6 is the exponential power to which a portion of the equation is raised. For
example, using a BEY of 5.50%, the MEY = (12 X {(1+ .055/2)^0.16667}-1) where
0.055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal
version of the exponential power. The MEY in the above calculation is 5.44%.

                                   ARTICLE II

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

            Section 2.01 Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, 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 rights of the Depositor under
Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage
Loan Purchase Agreements, and (iii) all other assets included or to be included
in the Trust Fund. Such assignment includes all interest and principal received
or receivable on or with respect to the Mortgage Loans and due after the Cut-Off
Date. The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, each Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement, to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby (with a copy to the Master Servicer and Special Servicer), on
or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned

<PAGE>

and the Servicing File to the Master Servicer. The Special Servicer may request
the Master Servicer to deliver a copy of the Servicing File for any Mortgage
Loan (other than a Specially Serviced Mortgage Loan, which will not be at the
expense of the Special Servicer) at the expense of the Special Servicer. None of
the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be
liable for any failure by any Mortgage Loan Seller or the Depositor to comply
with the document delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b).

            (c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iii), (vi) (if recorded) and
(viii) of the definition of "Mortgage File," with evidence of recording thereon,
solely because of a delay caused by the public recording office where such
document or instrument has been delivered for recordation, the delivery
requirements of the related Mortgage Loan Purchase Agreement and Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File; provided that a photocopy of such
non-delivered document or instrument (certified by the applicable Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within [__] days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from the
appropriate county recorder's office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi) (if recorded) and (viii) of the definition of
"Mortgage File" (or, with respect to the [__________] Serviced Mortgage Loan, a
photocopy thereof) with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and Section 2.01(b) shall be deemed to have been satisfied as
to such non-delivered document or instrument and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File; provided
that a photocopy of such non-delivered document or instrument (with evidence of
recording thereon) is delivered to the Trustee or a Custodian appointed thereby
on or before the Closing Date.

            If, on the Closing Date as to any Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver in complete and recordable form any one of
the assignments in favor of the Trustee referred to in clause (iv) or (v) of the
definition of "Mortgage File" (or, with respect to the [__________] Serviced
Mortgage Loan, a photocopy thereof), the applicable Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and Section 2.01(b) by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan;
provided that all required original assignments with respect to such Mortgage
Loan in fully complete and recordable form shall be delivered to the Trustee or
its Custodian within [__] days of the Closing Date (or within such longer period
as the Trustee in its discretion may permit).

<PAGE>

            (d) The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan, promptly (and in any
event within [__] days following the latest of (i) the Closing Date, (ii) the
delivery of all assignments and UCC Financing Statements to the Trustee and
(iii) the date on which the Trustee receives, with respect to the original
recorded or filed documents relating to such assignments and UCC Financing
Statements, all necessary recording and filing information required for the
recording or filing of such assignments and UCC Financing Statements) cause to
be submitted for recording or filing, as the case may be, in the appropriate
public office for real property records or UCC Financing Statements, as
appropriate and to the extent timely delivered to the Trustee in final,
recordable form, each assignment of Mortgage, assignment of Assignment of Leases
and any other recordable documents (to the extent the Trustee has actual
knowledge that such documents are to be recorded) relating to each such Mortgage
Loan, in favor of the Trustee referred to in clause (iv)(a), (b) and (c),
respectively, of the definition of "Mortgage File" and each UCC-2 and UCC-3
assignment in favor of the Trustee and so delivered to the Trustee and referred
to in clause (viii) of the definition of "Mortgage File." The applicable
Mortgage Loan Seller shall reimburse the Trustee for all reasonable costs and
expenses incurred for recording any documents described in clause (iv)(c) of the
definition of "Mortgage File." Each such assignment, UCC-2 and UCC-3 shall
reflect that the recorded original should be returned by the public recording
office to the Trustee or its designee following recording, and each such UCC-2
and UCC-3 assignment shall reflect that the file copy thereof should be returned
to the Trustee or its designee 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
Depositor. 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 related Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement to promptly prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee
shall upon receipt thereof cause the same to be duly recorded or filed, as
appropriate. Upon request, the Trustee shall forward to the Master Servicer a
copy of each of the aforementioned recorded assignments following the Trustee's
receipt thereof, to the extent not previously provided.

            (e) All documents and records in the Servicing File in possession of
the Depositor or the Mortgage Loan Sellers (except attorney client privileged
communications, draft documents and any documents or materials prepared by the
Mortgage Loan Sellers or their Affiliates for internal uses, including, without
limitation, internal correspondence and credit analysis of the Mortgage Loan
Sellers) that relate to the Mortgage Loans and that are not required to be a
part of a Mortgage File in accordance with the definition thereof (including any
original letters of credit), together with all Escrow Payments and Reserve
Accounts in the possession thereof, shall be delivered to the Master Servicer or
such other Person as may be directed by the Master Servicer (at the expense of
the applicable Mortgage Loan Seller) on or before the Closing Date and shall be
held by the Master Servicer on behalf of the Trustee in trust for the benefit of
the Certificateholders; provided, however, the Master Servicer shall have no
responsibility for holding documents created or maintained by the Special
Servicer hereunder and not delivered to the Master Servicer.

            (f) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Custodian and the
Master Servicer on or before the Closing Date and hereby represents and warrants
that it has delivered a copy of a fully executed counterpart of each Mortgage
Loan Purchase Agreement, as in full force and effect on the Closing Date.

            Section 2.02 Acceptance of the Trust Fund by Trustee.

            (a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File" and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the Mortgage File
delivered to it for each Mortgage Loan and (ii) a copy of a fully executed
counterpart of each Mortgage Loan Purchase Agreement, all in good faith and
without notice of any adverse claim, and declares that it or a Custodian on its
behalf holds and will hold such documents and the other documents received by it
that constitute portions of the Mortgage Files, and that it holds and will hold
the Mortgage Loans and other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders and, with
respect to any original document in the Mortgage File for a Loan Pair, any
present or future Companion Holders. The Trustee hereby certifies to each of the
Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan
Seller that except as identified in the schedule of exceptions, which is
attached hereto as Exhibit C-1 without regard to the proviso in the definition
of "Mortgage File," each of the original executed Mortgage Notes (or lost note
affidavit), the Mortgage (or an executed copy thereof), the lender's title
policy (original or copy or marked-up title commitment marked as binding and
countersigned by the title company or its authorized agent or an agreement to
provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title company), a copy of any related Ground
Leases, the original (or copy if the original has been delivered to the Master
Servicer) of any related letters of credit (and the related transfer or
assignment documents, if applicable), as described in clauses (i), (ii), (vii),
(ix)(a) and (xii), respectively, of the definition of Mortgage File are in its
possession.

            With respect to the schedule of exceptions described in the
preceding paragraph, within [__] Business Days (or, in the Controlling Class
Representative's reasonable discretion, [__] Business Days) of the Closing Date,
with respect to the documents specified in clauses (i), (ii), (vii), (ix)
(solely with respect to Ground Leases) and (xii) of the definition of Mortgage
File, the related Mortgage Loan Seller shall cure any material exception listed
therein (for the avoidance of doubt, any deficiencies with respect to the
documents specified in clause (ii) resulting solely from a delay in the return
of the related documents from the applicable recording office, shall be cured in
the time and manner described in Section 2.01(c)). If such exception is not so
cured, the related Mortgage Loan Seller shall either (1) repurchase the related
Mortgage Loan, (2) with respect to exceptions relating to clause (xii) of the
definition of "Mortgage File", deposit with the Paying Agent (who shall promptly
notify the Master Servicer thereof) an amount, to be held in a Special Reserve
Account, equal to the amount of the undelivered letter of credit (in the
alternative, the related Mortgage Loan Seller may deliver to the Paying Agent,
with a certified copy to the Master Servicer and Trustee, a letter of credit for
the benefit of the Master Servicer on behalf of the Trustee and upon the same
terms and conditions as the undelivered letter of credit) which the Master
Servicer on behalf of the Trustee may use (or draw upon, as the case may be)
under the same circumstances and conditions as the Master Servicer would have
been entitled to draw on the undelivered letter of credit, or (3) with respect
to any exceptions relating to clauses (i), (ii) and (vii), deposit with the
Paying Agent on behalf of the Trustee an amount, to be held in trust in a
Special Reserve Account, equal to 25% of the Stated Principal Balance of the
related Mortgage Loan. Any letter of credit or funds deposited pursuant to
clauses (2) and (3) shall be held pursuant to the related Mortgage Loan Purchase
Agreement by the Paying Agent until the earlier of (x) the date on which the
Master Servicer certifies to the Trustee and the Controlling Class
Representative that such exception has been cured (or the Trustee certifies the
same to the Controlling Class Representative), at which time such funds or
letter of credit, as applicable, shall be returned to the related Mortgage Loan
Seller and (y) [__] Business Days or, if the Controlling Class Representative
extends the cure period, [__] Business Days after the Closing Date; provided,
however, that if such exception is not cured within such [__] Business Days or
[__] Business Days, as the case may be, (A) in the case of clause (2), the
Paying Agent shall retain such funds on deposit in the related Special Reserve
Account, or (B) in the case of clause (3), the related Mortgage Loan Seller
shall repurchase the related Mortgage Loan in accordance with the terms and
conditions of Section 2.03(b) or the related Mortgage Loan Purchase Agreement,
at which time such funds shall be applied to the Purchase Price of the related
Mortgage Loan.

            (b) In addition, within [__] days after the Closing Date (and if any
exceptions are noted, a schedule of exceptions again every [__] days thereafter
until the second anniversary of the Closing Date, and a schedule of exceptions
every [__] days thereafter until the fifth anniversary of the Closing Date, and
thereafter upon request by any party hereto, any Mortgage Loan Seller or the
Majority Subordinate Certificateholder), the Trustee or the Custodian on its
behalf will review the Mortgage Files and certify (in a certificate
substantially in the form of Exhibit C-2) to each of the Depositor, the Master
Servicer, the Special Servicer and each Mortgage Loan Seller (with copies to the
Majority Subordinate Certificateholder) that, with respect to each Mortgage Loan
(and with respect to a Companion Loan and the [__________] Serviced Mortgage
Loan, only those items required pursuant to the definition of "Mortgage File")
listed in the Mortgage Loan Schedule, except as specifically identified in the
schedule of exceptions annexed thereto, (i) without regard to the proviso in the
definition of "Mortgage File," all documents specified in clauses (i), (ii),
(iv)(a), (v) and (vii), and to the extent provided in the related Mortgage File
and actually known by a Responsible Officer of the Trustee to be required,
clauses (iii), (iv)(b), (iv)(c), (vi), (viii), (ix)(a) and (xii) of the
definition of "Mortgage File" are in its possession, (ii) all documents
delivered or caused to be delivered by the applicable Mortgage Loan Seller
constituting the related Mortgage File have been reviewed by it and appear
regular on their face and appear to relate to such Mortgage Loan, (iii) based on
such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule for such Mortgage Loan with respect to the
items specified in clauses (v) and (vi)(c) of the definition of "Mortgage Loan
Schedule" is correct and (iv) solely with respect to the Companion Loans, all
documents specified in clause (xiii) of the definition of Mortgage File are in
its possession. Further, with respect to the documents described in clause
(viii) of the definition of Mortgage File, the Trustee may assume, for purposes
of the certification delivered in this Section 2.02(b) and for purposes of
determining (subject to the proviso at the end of this sentence) where to file
UCC Financing Statements, that the related Mortgage File should include one
state level UCC Financing Statement filing in the state of incorporation of the
Mortgagor for each Mortgaged Property (or with respect to any Mortgage Loan that
has two or more Mortgagors, for each Mortgagor); provided, however, that to the
extent the Trustee has actual knowledge or is notified of any fixture or real
property UCC Financing Statements filed in the county of the state where the
related Mortgaged Property is located, the Trustee shall file an assignment to
the Trust Fund with respect to such UCC Financing Statements in the appropriate
jurisdiction under the UCC at the expense of the related Mortgage Loan Seller.
The UCC Financing Statements to be assigned to the Trust Fund pursuant to
Section 2.01(d) will be delivered by the related Mortgage Loan Seller to the
Trustee on the new national forms, in recordable form and completed pursuant to
Revised Article IX of the UCC. The Trustee will submit such UCC Financing
Statements for filing in the state of incorporation of the related Mortgagor as
so indicated on the documents provided.

            (c) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation 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, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face.

            (d) The Trustee may establish a Special Reserve Account which shall
be an Eligible Account, and the Trustee or its designee shall deposit any amount
required to be deposited in a Special Reserve Account within one Business Day of
receipt. The related Mortgage Loan Seller may direct the Trustee to invest or
cause the investment of the funds deposited in the Special Reserve Account in
Permitted Investments that bear interest or are sold at a discount and that
mature, unless payable on demand, no later than the Business Day prior to the
next P&I Advance Date. The Trustee shall act upon the written instructions of
the Mortgage Loan Seller with respect to the investment of the funds in the
Special Reserve Account in such Permitted Investments; provided that in the
absence of appropriate and timely written instructions from the related Mortgage
Loan Seller, the Trustee shall not have any obligation to invest or direct the
investment funds in such Special Reserve Account. All income and gain realized
from the investment of funds deposited in such Special Reserve Account shall be
for the benefit of the related Mortgage Loan Seller and shall be withdrawn by
the Trustee or its designees and remitted to the related Mortgage Loan Seller on
each P&I Advance Date (net of any losses incurred), and the related Mortgage
Loan Seller shall remit to the Trustee from the related Mortgage Loan Seller's
own funds for deposit into such Special Reserve Account the amount of any Net
Investment Loss (net of Net Investment Earnings) in respect of such Permitted
Investments immediately upon realization of such Net Investment Losses and
receipt of written notice thereof from the Trustee; provided that the Mortgage
Loan Seller shall not be required to deposit any loss on an investment of funds
in the Special Reserve Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust
company that holds such Special Reserve Account; provided that such depository
institution is not the same entity as such Mortgage Loan Seller. The Special
Reserve Account shall be considered an "outside reserve fund" within the meaning
of the REMIC Provisions, and such Special Reserve Account (or any reimbursement
from REMIC I or REMIC II with respect thereto) will be beneficially owned by the
Mortgage Loan Seller, who shall be taxable on all income, if any, with respect
thereto.

<PAGE>

            (e) With respect to exceptions related to clause (xii) of the
definition of "Mortgage File" and any cash or substitute letters of credit held
by the Trustee in the Special Reserve Account from time to time, if
circumstances arise in servicing the related Mortgage Loan such that the Master
Servicer or Special Servicer, as the case may be, is entitled to draw upon the
undelivered letter of credit, the Master Servicer or Special Servicer, as the
case may be, shall present an Officer's Certificate to the Trustee requesting
that the cash or substitute letter of credit held in the Special Reserve
Account, be remitted or released, as the case may be, and the Trustee shall
remit such cash or release such substitute letter of credit within one (1)
Business Day of receipt of such Officer's Certificate. Upon release of any
substitute letter of credit to the Master Servicer or Special Servicer, the
Trustee shall no longer be responsible for such letter of credit.

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

            (a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File (including that
part relating to the [__________] Loan being held by the [__________] Trustee)
has not been properly executed, is missing (beyond the time period required for
its delivery hereunder), contains information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule, or does not appear to be regular on its face (each a "Document
Defect"), or discovers or receives notice of a breach of any representation or
warranty relating to any Mortgage Loan set forth in the applicable Mortgage Loan
Purchase Agreement (a "Breach"), the party discovering such Document Defect or
Breach shall give written notice (which notice, in respect of any obligation of
the Trustee to provide notice of a Document Defect, shall be deemed given by the
delivery of the certificate as required by Section 2.02(a)) to the other parties
hereto, to the Majority Subordinate Certificateholder and to the Rating Agencies
of such Document Defect or Breach. Promptly upon becoming aware of any Document
Defect or Breach (including through such written notice provided by any party
hereto or the Majority Subordinate Certificateholder as provided above), if any
party hereto determines that such Document Defect or Breach materially and
adversely affects the value of the affected Mortgage Loan, the interest of the
Trust therein or the interests of any Certificateholder, such party shall notify
the Master Servicer of such determination and promptly after receipt of such
notice, the Master Servicer, or with respect to a Specially Serviced Mortgage
Loan, the Special Servicer, shall request in writing (with a copy to the other
parties hereto, the Majority Subordinate Certificateholder, the Rating Agencies
and the Controlling Class Representative (if different from the Majority
Subordinate Certificateholder)) that the applicable Mortgage Loan Seller, not
later than [__] days from receipt of such written request (or, in the case of a
Document Defect or Breach relating to a Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions, not later than [__] days
after any party to this Agreement discovers such Document Defect or Breach) (i)
cure such Document Defect or Breach, as the case may be, in accordance with
Section 3(c) of the applicable Mortgage Loan Purchase Agreement, (ii) repurchase
the affected Mortgage Loan in accordance with Section 3(c) of the related
Mortgage Loan Purchase Agreement, or (iii) within two years of the Closing Date,
substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
and pay the Master Servicer for deposit into the Certificate Account any
Substitution Shortfall Amount in connection therewith in accordance with
Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement;
provided, however, that if such Document Defect or Breach is capable of being
cured, but not within such [__] day period, such Document Defect or Breach does
not relate to the Mortgage Loan not being treated as a "qualified mortgage"
within the meaning of the REMIC Provisions, and the applicable Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Document
Defect or Breach within such [__] day period, the applicable Mortgage Loan
Seller shall have an additional [__] days to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan); provided, further, with
respect to such additional [__] day period the applicable Mortgage Loan Seller
shall have delivered an Officer's Certificate to the Trustee setting forth what
actions the applicable Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the applicable Mortgage Loan Seller anticipates
such Document Defect or Breach will be cured within the additional [__] day
period; provided, further, that no Document Defect (other than with respect to a
Mortgage Note, Mortgage, title insurance policy, Ground Lease, any letter of
credit, franchise agreement or any comfort letter and comfort letter transfer
documents (collectively, the "Material Core Documents")) shall be considered to
materially and adversely affect the interests of any Certificateholder, the
interest of the Trust Fund therein or the value of the related Mortgage Loan
unless the document with respect to which the Document Defect exists is required
in connection with an imminent enforcement of the mortgagee's rights or remedies
under the related Mortgage Loan, defending any claim asserted by any borrower or
third party with respect to the Mortgage Loan, establishing the validity or
priority of any lien on any collateral securing the Mortgage Loan or for any
immediate significant servicing obligations; provided, further, with respect to
Document Defects which materially and adversely affect the interest of any
Certificateholder, the interests of the Trust therein or the value of the
related Mortgage Loan, other than with respect to Document Defects relating to
the Material Core Documents, any applicable cure period following the initial
[__] day cure period may be extended by the Master Servicer or the Special
Servicer if the document involved is not needed imminently. Such extension will
end upon [__] days notice of such need as reasonably determined by the Master
Servicer or Special Servicer (with a possible [__] day extension if the Master
Servicer or Special Servicer agrees that the applicable Mortgage Loan Seller is
diligently pursuing a cure). Pursuant to the related Mortgage Loan Purchase
Agreement, the related Mortgage Loan Seller shall cure all Document Defects
which materially and adversely affect the interests of any Certificateholder,
the interests of the Trust Fund therein or the value of the related Mortgage
Loan, regardless of the document involved, no later than two years following the
Closing Date; provided, however, that the initial [__] day cure period
referenced above shall not be reduced. For a period of two years from the
Closing Date, so long as there remains any Mortgage File as to which there is
any uncured Document Defect and so long as the applicable Mortgage Loan Seller
shall provide the Officer's Certificate pursuant to Section 3(c) of the
applicable Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly
basis prepare and deliver to the other parties a written report as to the status
of such uncured Document Defects as provided in this Section 2.03. If the
affected Mortgage Loan is to be repurchased or substituted, the Master Servicer
shall designate the Certificate Account as the account to which funds in the
amount of the Purchase Price or the Substitution Shortfall Amount, as
applicable, are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis.

            If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the immediately preceding paragraph,
(ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Document
Defect or Breach does not constitute a Document Defect or Breach, as the case
may be, as to any other Crossed Loan in such Crossed Group (without regard to
this paragraph), then the applicable Document Defect or Breach, as the case may
be, will be deemed to constitute a Document Defect or Breach, as the case may
be, as to any other Crossed Loan in the Crossed Group for purposes of this
paragraph, and the related Mortgage Loan Seller will be required to repurchase
or substitute for such other Crossed Loan(s) in the related Crossed Group as
provided in the immediately preceding paragraph unless such other Crossed Loans
satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for
substitution and repurchase of Mortgage Loans set forth herein. In the event
that the remaining Crossed Loans in such Crossed Group satisfy the
aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Loan as to which the related Breach
or Document Defect exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Group. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents. All other terms
of the Mortgage Loans shall remain in full force and effect without any
modification thereof.

            With respect to any Crossed Loan, to the extent that the applicable
Mortgage Loan Seller is required to repurchase or substitute for such Mortgage
Loan in the manner prescribed in this Section 2.03(a) while the Trustee
continues to hold any other Crossed Loans in the related Crossed Group, the
applicable Mortgage Loan Seller and the Depositor will, as set forth in the
related Mortgage Loan Purchase Agreement (any expenses incurred by the Trustee
or the Master Servicer in connection with any modification or accommodation
referred to in such Mortgage Loan Purchase Agreement (including but not limited
to reasonable attorney fees) shall be paid by the related Mortgage Loan Seller),
forbear from enforcing any remedies against the other's Primary Collateral but
each will be permitted to exercise remedies against the Primary Collateral
securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing Mortgage Loans still held by the Trustee.

            (b) In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request for
Release (in the form of Exhibit D-1 attached hereto) of a Servicing Officer of
the Master Servicer certifying as to the receipt of the applicable Purchase
Price(s) in the Certificate Account (in the case of any such repurchase) or the
receipt of the applicable Substitution Shortfall Amount(s) in the Certificate
Account and upon the delivery of the Mortgage File(s) and the Servicing File(s)
for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the
Master Servicer, respectively (in the case of any such substitution), (i) the
Trustee shall execute and deliver such endorsements and assignments as are
provided to it, in each case without recourse, representation or warranty, as
shall be necessary to vest in the applicable Mortgage Loan Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or deleted Mortgage Loan,
as applicable, being released pursuant to this Section 2.03, and (ii) the
Trustee, the Custodian, the Master Servicer, and the Special Servicer shall each
tender to the applicable Mortgage Loan Seller, upon delivery to each of them of
a receipt executed by the applicable Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to each such Mortgage Loan
possessed by it and the Master Servicer and the Special Servicer shall release
to the applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds
held by it in respect of such repurchased or deleted Mortgage Loan; provided
that such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the
Special Servicer shall have no further responsibility with regard to the related
repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as applicable, and the
related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and
is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or
any of them, the endorsements and assignments contemplated by this Section 2.03,
and the Trustee shall execute any powers of attorney that are prepared and
delivered to the Trustee by the Master Servicer and are necessary to permit the
Master Servicer to do so. The Master Servicer shall indemnify the Trustee for
any reasonable costs, fees, liabilities and expenses incurred by the Trustee in
connection with the negligent or willful misuse by the Master Servicer of such
powers of attorney. At the time a substitution is made, the related Mortgage
Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver
the related Mortgage File to the Trustee and certify that the substitute
Mortgage Loan is a Qualified Substitute Mortgage Loan.

            (c) No substitution of a Qualified Substitute Mortgage Loan or Loans
may be made in any calendar month after the Determination Date for such month.
Periodic Payments due with respect to any Qualified Substitute Mortgage Loan
after the related date of substitution shall be part of REMIC I. Periodic
Payments due with respect to any Qualified Substitute Mortgage Loan on or prior
to the related date of substitution shall not be part of the Trust Fund or REMIC
I and will (to the extent received by the Master Servicer) be remitted by the
Master Servicer to the applicable Mortgage Loan Seller promptly following
receipt.

            (d) Each Mortgage Loan Purchase Agreement provides the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to the
Mortgage Loans purchased by the Depositor thereunder.

            (e) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Sellers under
Section 3 of the applicable Mortgage Loan Purchase Agreement.

            (f) Notwithstanding the foregoing, if there exists a Breach relating
to whether or not the Mortgage Loan documents or any particular Mortgage Loan
document requires the related Mortgagor to bear the costs and expenses
associated with any particular action or matter under such Mortgage Loan
document(s) with respect to matters described in Representations 23 and 43 of
the applicable Mortgage Loan Purchase Agreement, then the Master Servicer shall
(and the Special Servicer may) direct the related Mortgage Loan Seller in
writing to wire transfer to the Certificate Account, within [__] days of such
Mortgage Loan Seller's receipt of such direction, the amount of any such costs
and expenses borne by the Trust Fund that are the basis of such Breach. Upon its
making such deposit, the related Mortgage Loan Seller shall be deemed to have
cured such Breach in all respects. Provided such payment is made in full, this
paragraph describes the sole remedy available to the Certificateholders, the
Master Servicer, the Special Servicer, and the Trustee on their behalf regarding
any such Breach and the related Mortgage Loan Seller shall not be obligated to
repurchase the affected Mortgage Loan on account of such Breach or otherwise
cure such Breach. Amounts deposited in the Certificate Account pursuant to this
paragraph shall be used for the reimbursement or payment of costs related to
such Breach.

            (g) With respect to any Mortgage Loan which has become a Defaulted
Mortgage Loan under this Agreement or with respect to which the related
Mortgaged Property has been foreclosed and which is the subject of a repurchase
claim under the related Mortgage Loan Purchase Agreement, the Special Servicer
with the consent of the Controlling Class Representative shall notify the
related Mortgage Loan Seller in writing of its intention to sell such Defaulted
Mortgage Loan or REO Property at least [__] days prior to any such action. The
related Mortgage Loan Seller shall have [__] Business Days to determine whether
or not to consent to such sale. If the related Mortgage Loan Seller consents to
such sale or a court of competent jurisdiction determines that the related
Mortgage Loan Seller was liable under the related Mortgage Loan Purchase
Agreement to repurchase such Defaulted Mortgage Loan or REO Property then such
Mortgage Loan Seller shall be liable for the difference (if any) between the
price of the Mortgage Loan or REO Property as sold and the price which the
related Mortgage Loan Seller would have to pay if it repurchased such Defaulted
Mortgage Loan or REO Property. If the related Mortgage Loan Seller does not
consent to such sale, the Special Servicer shall contract with a Determination
Party as to the merits of such sale. If the related Determination Party
determines that such sale is in accordance with the Servicing Standard and the
provisions of this Agreement with respect to the sale of Defaulted Mortgage
Loans or REO Properties and subsequent to such a sale, a court of competent
jurisdiction determines that related Mortgage Loan Seller was liable under the
related Mortgage Loan Purchase Agreement and required to repurchase such
Defaulted Mortgage Loan or REO Property in accordance with the terms thereof,
then pursuant to the related Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller shall remit to the Special Servicer an amount equal to the
difference (if any) between the proceeds of the related action and the price at
which the related Mortgage Loan Seller would have been obligated to pay had the
related Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO
Property in accordance with the terms of the related Mortgage Loan Purchase
Agreement including the costs related to contracting with the related
Determination Party. If the related Determination Party determines that the sale
of the related Defaulted Mortgage Loan or REO Property is not in accordance with
the Servicing Standard and the provision of this Agreement with respect to the
sale of Defaulted Mortgage Loans or REO Properties and the Special Servicer
subsequently sells such Mortgage Loan or REO Property, then the related Mortgage
Loan Seller shall not be liable for any such difference (nor any cost of
contracting with the Determination Party). In the event that (a) the Special
Servicer ignores the determination of the Determination Party and sells the
related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent
jurisdiction determines that the related Mortgage Loan Seller is not obligated
to repurchase the related Defaulted Mortgage or REO Property, the costs of
contracting with the Determination Party will constitute an Additional Trust
Fund Expense. If the related Mortgage Loan Seller is required pursuant to the
related Mortgage Loan Purchase Agreement to remit the amounts set forth in this
Section 2.03(g), the Special Servicer shall designate the Certificate Account as
the account to which such funds shall be wired.

            (h) The Special Servicer shall, (1) direct, manage, prosecute and/or
defend any action brought by a Mortgagor against the Trust and/or the Special
Servicer and (2) represent the interests of the Trust Fund in any litigation
relating to the rights and obligations of the Mortgagor or the Trust Fund, or
the enforcement of the obligations of a Mortgagor, under the Mortgage Loan
documents ("Trust-Related Litigation").

            (i) To the extent the Master Servicer is named in Trust-Related
Litigation, and the Trust Fund or Special Servicer is not named, in order to
effectuate the role of the Special Servicer as contemplated by this Section, the
Master Servicer shall (1) notify the Special Servicer of such Trust-Related
Litigation within [___] days of the Master Servicer receiving service of such
Trust-Related Litigation; (2) provide monthly status reports to the Special
Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust
Fund replace the Master Servicer as the appropriate party to the lawsuit; and
(4) so long as the Master Servicer remains a party to the lawsuit, consult with
and act at the direction of the Special Servicer with respect to decisions and
resolutions related to the interests of the Trust Fund in such Trust-Related
Litigation, including but not limited to the selection of counsel; provided,
however, if there are claims against the Master Servicer and the Master Servicer
has not determined that separate counsel is required for such claims, such
counsel shall be reasonably acceptable to the Master Servicer.

            (j) Notwithstanding the right of the Special Servicer to represent
the interests of the Trust Fund in Trust-Related Litigation, and subject to the
rights of the Special Servicer to direct the Master Servicer's actions in this
Section, the Master Servicer shall retain the right to make determinations
relating to claims against the Master Servicer, including but not limited to the
right to engage separate counsel in the Master Servicer's reasonable discretion,
the cost of which shall be subject to indemnification pursuant to Section 6.03.

            (k) Further, nothing in this section shall require the Master
Servicer to take or fail to take any action which, in the Master Servicer's good
faith and reasonable judgment, may (1) result in an Adverse REMIC Event or
Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or
materially expand the scope of the Master Servicer's obligations under this
Agreement.

            (l) Notwithstanding the Master Servicer's right to make
determinations relating to claims against the Master Servicer, the Special
Servicer shall have the right at any time to (1) direct the Master Servicer to
settle any claims brought against the Trust Fund, including claims asserted
against the Master Servicer (whether or not the Trust Fund or the Special
Servicer is named in any such claims or Trust-Related Litigation) and (2)
otherwise reasonably direct the actions of the Master Servicer relating to
claims against the Master Servicer (whether or not the Trust Fund or the Special
Servicer is named in any such claims or Trust-Related Litigation); provided
that, in either case, the Special Servicer provides the Master Servicer with
assurance that (A) such settlement or other direction does not require any
admission of liability or wrongdoing on the part of the Master Servicer, (B) the
cost of such settlement or any resulting judgment is and shall be paid by the
Trust Fund, (C) the Master Servicer is and shall be indemnified pursuant to
Section 6.03 hereof for all costs and expenses of the Master Servicer incurred
in defending and settling the Trust-Related Litigation and for any judgment and
(D) any such action taken by the Master Servicer at the direction of the Special
Servicer and any action or conduct of the Master Servicer that is the subject of
such Trust-Related Litigation shall be deemed (as to the Master Servicer) to be
in compliance with the Servicing Standard.

<PAGE>

            (m) In the event both the Master Servicer and the Special Servicer
or Trust Fund are named in litigation, the Master Servicer and the Special
Servicer shall cooperate with each other to afford the Master Servicer and the
Special Servicer the rights afforded to such party in this Section.

            (n) This Section shall not apply in the event the Special Servicer
authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain
Trust-Related Litigation on behalf of the Trust Fund.

            (o) The Special Servicer will have the right to direct, manage,
prosecute and/or defend any and all litigation and/or claims relating to (a) the
enforcement of the obligations of a Mortgagor under the related Mortgage Loan
documents and (b) any claim or action brought by a Mortgagor against the Trust
Fund; provided that (i) in the event that any action, suit, litigation or
proceeding names 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 Special Servicer, may retain counsel
and appear in any such proceeding on its own behalf in order to protect and
represent its interests (but not to otherwise direct, manage or prosecute such
litigation or claim), (ii) in the event of any action, suit, litigation or
proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor under the related Mortgage Loan
documents, the Special Servicer shall not, without the prior written consent of
the Trustee, (A) initiate any action, suit, litigation or proceeding in the name
of the Trustee, whether in such capacity or individually, (B) engage counsel to
represent the Trustee, or (C) 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 (iii) in the event 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 (but not to otherwise direct, manage or prosecute such litigation or
claim).

            Section 2.04 Representations and Warranties of Depositor.

            (a) The Depositor hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Master
Servicer, the Paying Agent and the Special Servicer, 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 North Carolina;

            (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, will not violate the Depositor's certificate of incorporation
      or bylaws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets;

<PAGE>

            (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, 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 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 will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the 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, if determined adversely
      to the Depositor, would prohibit the Depositor from entering into this
      Agreement or that, 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 to
      the Trust Fund pursuant to this Agreement, (A) the Depositor had good and
      marketable title to, and was the sole owner and holder of, each Mortgage
      Loan; and (B) the Depositor has full right and authority to sell, assign
      and transfer the Mortgage Loans and all servicing rights pertaining
      thereto; and

            (ix) The Depositor is transferring the Mortgage Loans to the Trust
      Fund free and clear of any liens, pledges, charges and security interests.

            (b) The representations and warranties of the Depositor set forth in
Section 2.04(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 Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties.

            Section 2.05 Conveyance of Mortgage Loans; Acceptance of REMIC I and
Additional Interest Grantor Trust by Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to (a) the Mortgage
Loans (other than any Additional Interest related thereto) and the other
property comprising REMIC I to the Trustee for the benefit of the Holders of the
Class R-I Certificates (in respect of the residual interest in REMIC I) and
REMIC II as the holder of the REMIC I Regular Interests and (b) the Additional
Interest and the other property comprising the Additional Interest Grantor Trust
to the Trustee for the benefit of the Holders of the Class Z Certificates. The
Trustee acknowledges the assignment to it of the Mortgage Loans and the other
property comprising REMIC I and the Additional Interest Grantor Trust, and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of REMIC II as the holder of the REMIC I Regular Interests and present
and future holders of the Certificates (other than the Class Z Certificates)
and, as to the Additional Interest Grantor Trust, for the benefit of the Holders
of the Class Z Certificates.

            Section 2.06 Issuance of the REMIC I Regular Interests; Execution,
Authentication and Delivery of Class R-I Certificates.

            Concurrently with the assignment to the Trustee of the Mortgage
Loans (other than any Additional Interest related thereto) and in exchange
therefor, the Trustee acknowledges the issuance of the REMIC I Regular
Interests, to or upon the order of the Depositor and, pursuant to the written
request of the Depositor executed by an officer of the Depositor, has executed,
as the Certificate Registrar and the Authenticating Agent has authenticated and
delivered to or upon the order of the Depositor, the Class R-I Certificates.

            Section 2.07 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, 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 respective 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 2.08 Execution, Authentication and Delivery of REMIC II
Certificates.

            Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests and in exchange therefor, and pursuant to the written request
of the Depositor, executed by an affiliate of the Depositor, the Trustee, as
Certificate Registrar, has executed, and the Trustee, as Authenticating Agent,
has authenticated and delivered to or upon the order of the Depositor, the REMIC
II Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC II. The rights of the holders of the respective Classes of
REMIC II Certificates to receive distributions from the proceeds of REMIC II in
respect of their REMIC II Certificates, and all ownership interests evidenced or
constituted by the respective Classes of REMIC II Certificates in such
distributions, shall be as set forth in this Agreement.

            Section 2.09 [Reserved].

            Section 2.10 Execution, Authentication and Delivery of Class Z
Certificates.

            Concurrently with the assignment to the Trustee of the Additional
Interest, and in exchange therefor, the Trustee, pursuant to the written request
of the Depositor executed by an officer of the Depositor, has executed, as
Certificate Registrar, authenticated, as Authenticating Agent, delivered to or
upon the order of the Depositor, the Class Z Certificates.

                                  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 Companion Loans that each is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders and in the case of the
Companion Loans, the related Companion Holder, in accordance with any and all
applicable laws, the terms of this Agreement (and, with respect to a Loan Pair,
the related Intercreditor Agreement), the terms of the respective Mortgage
Loans, and, if applicable, the Companion Loans and, to the extent consistent
with the foregoing, in accordance with the Servicing Standard. With respect to
any Loan Pair, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the Intercreditor Agreement will control; provided that
in no event shall the Master Servicer or Special Servicer take any action or
omit to take any action in accordance with the terms of any Intercreditor
Agreement that would cause such servicer to violate the Servicing Standard or
the REMIC Provisions. Without limiting the foregoing, and subject to Section
3.21, (i) the Master Servicer shall service and administer all Mortgage Loans
and the Companion Loans that are not Specially Serviced Mortgage Loans, and (ii)
the Special Servicer shall service and administer each Specially Serviced
Mortgage Loan and REO Property and shall render such services with respect to
all Mortgage Loans, Companion Loans and REO Properties as are specifically
provided for herein; provided that the Master Servicer shall continue to receive
payments, make all calculations, and prepare, or cause to be prepared, all
reports required hereunder with respect to the Specially Serviced Mortgage
Loans, except for the reports specified herein as prepared by the Special
Servicer, as if no Servicing Transfer Event had occurred and with respect to the
REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to such Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for
herein; provided, further, however, that the Master Servicer shall not be liable
for its failure to comply with such duties insofar as such failure results from
a failure by the Special Servicer to provide sufficient information to the
Master Servicer to comply with such duties or failure by the Special Servicer to
otherwise comply with its obligations hereunder; provided, further, that the
Special Servicer shall not be liable for its failure to comply with such duties
insofar as such failure results from a failure by the Master Servicer to provide
sufficient information to the extent required herein to the Special Servicer to
comply with such duties or failure by the Master Servicer to otherwise comply
with its obligations hereunder. All references herein to the respective duties
of the Master Servicer and the Special Servicer, and to the areas in which they
may exercise discretion, shall be subject to Section 3.21.

            With respect to the [__________] Loan, in the event that it or any
successor REO Loan is no longer part of the Mortgage Pool, then (upon request)
the Master Servicer and the Special Servicer will continue to service and
administer the related Loan Pair or any related REO Property, as and to the
extent contemplated by the related Intercreditor Agreement.

            The parties hereto acknowledge that the [__________] Serviced
Mortgage Loan and its related Companion Loan is being serviced and administered
under the [__________] Pooling and Servicing Agreement. The Master Servicer, the
Special Servicer, the Trustee and the Paying Agent shall have no obligation or
authority (i) to service and administer the [__________] Serviced Mortgage Loan
or its related Companion Loan (except for the limited duties with respect to the
[__________] Serviced Mortgage Loan expressly provided herein), (ii) to
supervise the [__________] Master Servicer, the [__________] Special Servicer or
the [__________] Trustee or (iii) to make Servicing Advances or P&I Advances
(except to the limited extent described in Section 4.03 with respect to P&I
Advances to be made by the Master Servicer or the Trustee on the [__________]
Serviced Mortgage Loan). In addition to any other obligations expressly set
forth herein by specific reference to the [__________] Serviced Mortgage Loan,
the Master Servicer, the Special Servicer, the Trustee and the Paying Agent
shall have the following obligations with respect to the [__________] Serviced
Mortgage Loan, as the case may be:

            (i) The Trustee and the Paying Agent shall have the obligation
described under Section 2.02 with respect to the Mortgage File for the
[__________] Serviced Mortgage Loan;

            (ii) Each of the Master Servicer, the Special Servicer and the
Trustee shall have the obligations applicable to such party under Section 2.03
with respect to the [__________] Serviced Mortgage Loan;

            (iii) The Master Servicer shall have the obligations described under
Sections 3.04 and 3.05 with respect to all amounts received from the
[__________] Master Servicer with respect to the [__________] Serviced Mortgage
Loan;

            (iv) The Trustee shall have the obligations described under Section
3.10 with respect to the Mortgage File for the [__________] Serviced Mortgage
Loan;

            (v) Upon receipt of information and reports on the [__________]
Serviced Mortgage Loan from the [__________] Master Servicer, the Master
Servicer shall include such information in the reports and notices required
under Section 3.12;

            (vi) The Master Servicer and the Paying Agent shall each have the
obligations applicable to such party under Section 3.15 with respect to
information and reports it has received regarding the [__________] Serviced
Mortgage Loan;

            (vii) Each of the Master Servicer, the Special Servicer, the Trustee
and the Paying Agent shall have the obligations applicable to such party under
Section 3.18 with respect to the [__________] Serviced Mortgage Loan; and

            (viii) The Master Servicer shall have the obligations described
under Section 3.19(a) with respect to any Prepayment Interest Shortfall on the
[__________] Serviced Mortgage Loan.

            The obligation of the Master Servicer to provide information and
collections to the Paying Agent and the Certificateholders with respect to the
[__________] Serviced Mortgage Loan shall be dependent on its receipt of the
corresponding information and collections from the [__________] Master Servicer
or the [__________] Special Servicer.

            (b) Subject to Section 3.01(a) and Section 6.11, the Master Servicer
and the Special Servicer each shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans and
Companion Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee and, pursuant to each Intercreditor Agreement, the
Companion Holders to execute and deliver, on behalf of the Certificateholders,
the Companion Holders and the Trustee or any of them, (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
(ii) in accordance with the Servicing Standard and subject to Section 3.20 and
Section 6.11, any and all modifications, waivers, amendments or consents to or
with respect to any documents contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, or of partial or full
release, discharge, or assignment, and all other comparable instruments; and
(iv) pledge agreements and other defeasance documents in connection with a
defeasance contemplated pursuant to Section 3.20(h). Subject to Section 3.10,
the Trustee shall, at the written request of the Master Servicer or the Special
Servicer, promptly execute any limited powers of attorney and other documents
furnished by the Master Servicer or the Special Servicer that are necessary or
appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, 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; provided, further, that, the Master Servicer and the Special
Servicer shall not, without the Trustee's written consent, (A) initiate any
action in the Trustee's name without indicating the Master Servicer's or Special
Servicer's representative capacity or (B) cause the Trustee to be registered to
do business in any state.

<PAGE>

            (c) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venture, partner or
agent. Unless the same Person acts as both Master Servicer and Special Servicer,
the Master Servicer shall not be responsible for the actions of or failure to
act by the Special Servicer and the Special Servicer shall not be responsible
for the actions of or the failure to act by the Master Servicer.

            (d) Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer make a Servicing Advance with respect to any Companion
Loan to the extent the related Co-Lender Loan has been paid in full or is no
longer included in the Trust Fund.

            (e) Servicing and administration of each Companion Loan shall
continue hereunder for so long as the corresponding Co-Lender Loan or any
related REO Property is part of the Trust Fund or for such longer period as any
amounts payable by the related Companion Holder to or for the benefit of the
Trust Fund or any party hereto in accordance with the related Intercreditor
Agreement remain due and owing; provided, however, if any Companion Loan is
securitized, the Master Servicer's servicing obligations and duties with respect
to the related Companion Loan shall be limited to those obligations and duties
described in the related Intercreditor Agreement and this Agreement.

            Section 3.02 Collection of Mortgage Loan Payments.

            (a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans and
Companion Loans it is obligated to service hereunder and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures in accordance with the Servicing Standard; provided, however, that
nothing herein shall be construed as an express or implied guarantee by the
Master Servicer or the Special Servicer of collectibility; provided, further
that with respect to the Mortgage Loans that have Anticipated Repayment Dates,
so long as the related Mortgagor is in compliance with each provision of the
related Mortgage Loan documents, the Master Servicer and Special Servicer
(including the Special Servicer in its capacity as a Certificateholder), shall
not take any enforcement action with respect to the failure of the related
Mortgagor to make any payment of Additional Interest or principal in excess of
the principal component of the constant Periodic Payment, other than requests
for collection, until the maturity date of the related Mortgage Loan; provided
that the Master Servicer or Special Servicer, as the case may be, may take
action to enforce the Trust Fund's right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. Consistent with the
foregoing and subject to Section 3.20, the Special Servicer, with regard to a
Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a
Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan,
may waive any Penalty Interest or late payment charge in connection with any
payment on a Mortgage Loan or Companion Loan.

            (b) All amounts collected in respect of any Mortgage Loan or
Companion Loan in the form of payments from Mortgagors, Liquidation Proceeds
(insofar as such Liquidation Proceeds are of the nature described in clauses (i)
through (iii) of the definition thereof) or Insurance Proceeds shall be applied
to either amounts due and owing under the related Mortgage Note and Mortgage
(including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Note and
Mortgage (and, with respect to a Loan Pair, the related Intercreditor Agreement)
or, if required pursuant to the express provisions of the related Mortgage, or
as determined by the Master Servicer or Special Servicer in accordance with the
Servicing Standard, to the repair or restoration of the related Mortgaged
Property, and, in the absence of such express provisions, shall be applied for
purposes of this Agreement: first, as a recovery of any related and unreimbursed
Advances plus unreimbursed interest accrued thereon; second, as a recovery of
Nonrecoverable Advances, Unliquidated Advances and Workout Delayed Reimbursement
Amounts (including interest on such Nonrecoverable Advances), that were paid
from collections on the Mortgage Loans (allocable to principal) and resulted in
principal from the Mortgage Pool distributed to the Certificateholders being
reduced pursuant to Section 3.05(a) hereof; third, as a recovery of accrued and
unpaid interest at the related Mortgage Rate on such Mortgage Loan, to the
extent such amounts have not been previously advanced, and exclusive of any
portion thereof that constitutes Additional Interest; fourth, as a recovery of
principal of such Mortgage Loan then due and owing, to the extent such amounts
have not been previously advanced, including, without limitation, by reason of
acceleration of the Mortgage Loan following a default thereunder; fifth, in
accordance with the normal servicing practices of the Master Servicer or the
Special Servicer, as a recovery of any other amounts then due and owing under
such Mortgage Loan (other than Additional Interest), including, without
limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Interest;
sixth, as a recovery of any remaining principal of such Mortgage Loan to the
extent of its entire remaining unpaid principal balance; and seventh, with
respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of
any unpaid Additional Interest. All amounts collected on any Mortgage Loan in
the form of Liquidation Proceeds of the nature described in clauses (iv) through
(vi) of the definition thereof shall be deemed to be applied: first, as a
recovery of any related and unreimbursed Advances plus interest accrued thereon;
second, as a recovery of accrued and unpaid interest at the related Mortgage
Rate on such Mortgage Loan to but not including the Due Date in the Collection
Period of receipt, to the extent such amounts have not been previously advanced,
and exclusive of any portion thereof that constitutes Additional Interest;
third, as a recovery of principal, to the extent such amounts have not been
previously advanced, of such Mortgage Loan to the extent of its entire unpaid
principal balance; and fourth, with respect to any ARD Loan after its
Anticipated Repayment Date, as a recovery of any unpaid Additional Interest. No
such amounts shall be applied to the items constituting additional servicing
compensation as described in the first sentence of either Section 3.11(b) or
3.11(d) unless and until all principal and interest then due and payable on such
Mortgage Loan has been collected. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof. The provisions
of this paragraph with respect to the application of amounts collected on any
Mortgage Loan shall not alter in any way the right of the Master Servicer, the
Special Servicer or any other Person to receive payments from the Certificate
Account as set forth in clauses (ii) through (xv) of Section 3.05(a) from
amounts so applied.

            (c) Within [__] days after the later of (i) the Closing Date and
(ii) the Master Servicer's receipt of the applicable letter of credit, the
Master Servicer shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan
Schedule, 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. If a draw upon a letter of credit is needed before
its transfer to the Trust Fund can be completed, the applicable Mortgage Loan
Seller shall draw upon such letter of credit for the benefit of the Trust
pursuant to written instructions from the Master Servicer.

            (d) In the event that the Master Servicer or Special Servicer
receives Additional Interest in any Collection Period, or receives notice from
the related Mortgagor that the Master Servicer or Special Servicer will be
receiving Additional Interest in any Collection Period, the Master Servicer or
Special Servicer, as applicable, will promptly notify the Trustee. Subject to
the provisions of Section 3.02(a) hereof, none of the Master Servicer, the
Trustee or the Special Servicer shall be responsible for any such Additional
Interest not collected after notice from the related Mortgagor.

            (e) With respect to any Mortgage Loan in connection with which the
Mortgagor was required to escrow funds or to post a letter of credit related to
obtaining certain performance objectives described in the applicable Mortgage
Loan documents, the Master Servicer shall, to the extent consistent with the
Servicing Standard, hold such escrows, letters of credit and proceeds thereof as
additional collateral and not apply such items to reduce the principal balance
of such Mortgage Loan unless otherwise required to do so pursuant to the
applicable Mortgage Loan documents.

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

            (a) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, establish and maintain one or more accounts (the "Servicing
Accounts"), into which all Escrow Payments shall be deposited and retained, and
shall administer such accounts in accordance with the terms of the Mortgage Loan
documents. Each Servicing Account shall be an Eligible Account. Withdrawals of
amounts so collected from a Servicing Account may be made (to the extent amounts
have been escrowed for such purpose) only to: (i) effect payment of items for
which Escrow Payments were collected and comparable items; (ii) reimburse the
Master Servicer or the Trustee for any unreimbursed Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in the
Servicing Account; (v) pay itself interest and investment income on balances in
the Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of the applicable Mortgage Loan to be paid to the
Mortgagor; (vi) withdraw amounts deposited in error or (vii) clear and terminate
the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. To the extent permitted by law or the applicable Mortgage Loan,
funds in the Servicing Accounts may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06 and in accordance with the terms
of the related Mortgage Loan documents. The Master Servicer shall pay or cause
to be paid to the Mortgagors 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 in 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 Servicing Accounts shall not be considered part of
the segregated pool of assets constituting REMIC I, REMIC II or the Additional
Interest Grantor Trust.

            (b) The Master Servicer (for the Mortgage Loans other than Specially
Serviced Mortgage Loans, the [__________] Serviced Mortgage Loan and REO Loans)
or the Special Servicer (for Specially Serviced Mortgage Loans and REO Loans)
shall (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 to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items. For purposes of effecting any
such payment for which it is responsible, the Master Servicer shall apply Escrow
Payments (at the direction of the Special Servicer for Specially Serviced
Mortgage Loans and REO Loans) as allowed under the terms of the related Mortgage
Loan or Companion Loan or, if such Mortgage Loan or Companion 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,
the Master Servicer shall, as to all Mortgage Loans or Companion Loans, use
reasonable efforts consistent with the Servicing Standard to enforce the
requirement of the related Mortgage that the Mortgagor make payments in respect
of such items at the time they first become due, and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items.

            (c) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, subject to Section 3.01(d), make a Servicing Advance with
respect to the related Mortgaged Property in an amount equal to all such funds
as are necessary for the purpose of effecting the payment of (i) real estate
taxes, assessments, penalties and other similar items, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies in each instance if and to
the extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis; provided that the Master Servicer shall not
make any Servicing Advance prior to the penalty date or cancellation date, as
applicable, if the Master Servicer reasonably anticipates in accordance with the
Servicing Standard that the Mortgagor will pay such amount on or before the
penalty date or cancellation date; provided, further, that the Master Servicer
shall not be obligated to make any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance but may, but is not required to,
pay such amounts out of funds in the Certificate Account if it determines that
such payment would be in the best interests of the Certificateholders and such
payment may be withdrawn from amounts in the Certificate Account; provided that
the Master Servicer may conclusively rely upon any such determination by the
Special Servicer. All such Servicing Advances or amounts withdrawn from the
Certificate Account shall be reimbursable in the first instance from related
collections from the Mortgagors, and further as provided in Section 3.05(a). No
costs incurred by the Master Servicer or the Trustee 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 of this Agreement, including,
without limitation, the Paying Agent's calculation of monthly distributions to
Certificateholders, be added to the unpaid Stated Principal Balances of the
related Mortgage Loans or Companion Loans, notwithstanding that the terms of
such Mortgage Loans or Companion Loans so permit. The foregoing shall in no way
limit the Master Servicer's ability to charge and collect from the Mortgagor
such costs together with interest thereon. In addition to any other rights to
recovery set forth herein with respect to any Servicing Advance made on the
[__________] Whole Loan, the Master Servicer or the Trustee, as applicable,
shall be entitled to recovery of a portion of such amounts without duplication
from the holder of the [__________] Companion Loan pursuant to the terms of the
[__________] Intercreditor Agreement.


<PAGE>

            The Special Servicer shall give the Master Servicer and the Trustee
not less than [__] Business Days' notice with respect to Servicing Advances to
be made on any Specially Serviced Mortgage Loan or REO Property, before the date
on which the Master Servicer is required to make any Servicing Advance with
respect to a given Mortgage Loan, Companion Loan or REO Property; provided,
however, that only [__] Business Days' notice shall be required in respect of
Servicing Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Servicing Advances required to make tax or
insurance payments). In addition, the Special Servicer shall provide the Master
Servicer and the Trustee with such information in its possession as the Master
Servicer or the Trustee, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any
request by the Special Servicer that the Master Servicer make a Servicing
Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
Master Servicer shall be entitled to conclusively rely on such determination. On
the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination as to
whether any Servicing Advance previously made with respect to a Specially
Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance. The
Master Servicer shall be entitled to conclusively rely on such a determination.

            If the Master Servicer is required under any provision of this
Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within [__] days after such Advance is
required to be made (or such shorter period as may be required to avoid
foreclosure of liens for delinquent real estate taxes or a lapse in insurance
coverage), the Trustee shall, if a Responsible Officer of the Trustee has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure to the Master Servicer. If such Servicing Advance is not
made by the Master Servicer within [__] Business Days after such notice then
(subject to a determination that such Servicing Advance would not be a
Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.
Any failure by the Master Servicer to make a Servicing Advance hereunder shall
constitute an Event of Default by the Master Servicer subject to and as provided
in Section 7.01.

            (d) In connection with its recovery of any Servicing Advance from
the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer
and the Trustee shall be entitled to receive, out of any amounts then on deposit
in the Certificate Account, any unpaid interest at the Reimbursement Rate in
effect from time to time, compounded annually, accrued on the amount of such
Servicing Advance (to the extent made with its own funds) from the date made to
but not including the date of reimbursement such interest to be payable, subject
to the terms of the related Intercreditor Agreement with respect to a Loan Pair,
first out of late payment charges and Penalty Interest received on the related
Mortgage Loan or REO Property during the Collection Period in which such
reimbursement is made, and to the extent that such late payment charges and
Penalty Interest are insufficient, but only after or at the same time the
related Advance has been or is reimbursed pursuant to this Agreement, then from
general collections on the Mortgage Loans then on deposit in the Certificate
Account. The Master Servicer shall reimburse itself or the Trustee, as
applicable, for any outstanding Servicing Advance made thereby as soon as
practicable after funds available for such purpose have been received by the
Master Servicer, and in no event shall interest accrue in accordance with this
Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow
Payment or other similar payment by the Mortgagor was received by the Master
Servicer on or prior to the date the related Servicing Advance was made.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer or the Trustee make any Servicing Advances with respect to any
Companion Loan after the related Co-Lender Loan has been paid in full.

            (e) The determination by the Master Servicer or the Special Servicer
that the Master Servicer has made a Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing
Advance, shall be made in accordance with the Servicing Standard and shall be
evidenced by an Officer's Certificate delivered promptly to the Trustee and the
Depositor, setting forth the basis for such determination, together with a copy
of any Appraisal (the cost of which may be paid out of the Certificate Account
pursuant to Section 3.05(a)) of the related Mortgaged Property or REO Property,
as the case may be; which Appraisal shall be conducted pursuant to Section
3.09(a) by the Master Servicer, or by or on behalf of the Special Servicer if
the Mortgage Loan is a Specially Serviced Mortgage Loan or, if no such Appraisal
has been performed, a copy of an Appraisal of the related Mortgaged Property or
REO Property, performed within the twelve months preceding such determination
and the party delivering such appraisal has no actual knowledge of a material
adverse change in the condition of the related Mortgaged Property that would
draw into question the applicability of such Appraisal, by an Independent
Appraiser or other expert in real estate matters, and further accompanied by
related Mortgagor operating statements and financial statements, budgets and
rent rolls of the related Mortgaged Property and any engineers' reports,
environmental surveys or similar reports that the Master Servicer or the Special
Servicer may have obtained and that support such determination. The Master
Servicer shall be entitled to rely, conclusively, on any determination by the
Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable
Advance. The Trustee shall be entitled to rely, conclusively, on any
determination by the Master Servicer or the Special Servicer that a Servicing
Advance, if made, would be a Nonrecoverable Advance; provided, however, that, if
the Master Servicer has failed to make a Servicing Advance for reasons other
than a determination by the Master Servicer or the Special Servicer that such
Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such
Servicing Advance within the time periods required by Section 3.03(c) unless the
Trustee in good faith, makes a determination that such Servicing Advance would
be a Nonrecoverable Advance.

            (f) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, establish and maintain, as applicable, one or more accounts
(the "Reserve Accounts"), into which all Reserve Funds, if any, shall be
deposited and retained. Withdrawals of amounts so deposited may be made (i) to
pay for, or to reimburse the related Mortgagor in connection with, the related
environmental remediation, repairs and/or capital improvements at the related
Mortgaged Property if the repairs and/or capital improvements have been
completed, and such withdrawals are made in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any agreement
with the related Mortgagor governing such Reserve Funds and any other items for
which such Reserve Funds were intended pursuant to the loan documents and (ii)
to pay the Master Servicer interest and investment income earned on amounts in
the Reserve Accounts as described below if permitted under the related Mortgage
Loan documents. To the extent permitted in the applicable Mortgage, funds in the
Reserve Accounts to the extent invested may be only invested in Permitted
Investments in accordance with the provisions of Section 3.06. All Reserve
Accounts shall be Eligible Accounts. The Reserve Accounts shall not be
considered part of the segregated pool of assets comprising REMIC I, REMIC II or
the Additional Interest Grantor Trust. Consistent with the Servicing Standard,
the Master Servicer may waive or extend the date set forth in any agreement
governing such Reserve Funds by which the required repairs and/or capital
improvements at the related Mortgaged Property must be completed.

            Section 3.04 Certificate Account, Interest Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest Account, Distribution Account
and Companion Distribution Account.

            (a) 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 and, to the extent
funds on deposit in the Certificate Account are allocable to the related
Companion Loans, the related Companion Holders, but solely to the extent set
forth in the related Intercreditor Agreement and subject to any provisions
relating to subordination of rights with respect to the Co-Lender Loans. The
Certificate Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Certificate Account, within one Business
Day of receipt of available funds (in the case of payments by Mortgagors or
other collections on the Mortgage Loans or the Companion Loans) or as otherwise
required hereunder, the following payments and collections received or made by
the Master Servicer or on its behalf subsequent to the Cut-Off Date (other than
in respect of principal and interest on the Mortgage Loans or the Companion
Loans due and payable on or before the Cut-Off Date, which payments shall be
delivered promptly to the applicable Mortgage Loan Seller or its designee, with
negotiable instruments endorsed as necessary and appropriate without recourse),
other than amounts received from Mortgagors which are to be used to purchase
defeasance collateral, or payments (other than Principal Prepayments) received
by it on or prior to the Cut-Off Date but allocable to a period subsequent
thereto:

            (i) all payments on account of principal of the Mortgage Loans or
      Companion Loans, including Principal Prepayments;

            (ii) all payments on account of interest on the Mortgage Loans or
      Companion Loans, including Additional Interest;

            (iii) all Prepayment Premiums and Yield Maintenance Charges; (iv)
      all Insurance Proceeds and Liquidation Proceeds (other than Liquidation
      Proceeds described in clause

            (vi) of the definition thereof that are required to be deposited in
      the Distribution Account pursuant to Section 9.01) received in respect of
      any Mortgage Loan or Companion Loan (including, without limitation, any
      amounts representing recoveries of Nonrecoverable Advances or Unliquidated
      Advances, including interest on such Nonrecoverable Advances or
      Unliquidated Advances in respect of the related Mortgage Loans);

            (v) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06(b) 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 hazard policy;

            (vii) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c) and any amounts received from a Mortgage Loan
      Seller with respect to a Special Reserve Account pursuant to Section
      2.02(d);

            (viii) any amount in respect of Purchase Prices and Substitution
      Shortfall Amounts pursuant to Section 2.03(b);

            (ix) any amount required to be deposited by the Master Servicer
      pursuant to Section 3.19(a) in connection with Prepayment Interest
      Shortfalls;

            (x) any amount required to be deposited by the Master Servicer
      pursuant to Section 3.03(d) and 4.03(d) in connection with reimbursing the
      Trust Fund for interest paid on a P&I Advance or Servicing Advance, as
      applicable;

            (xi) any amount paid by a Mortgagor to cover items for which a
      Servicing Advance has been previously made and for which the Master
      Servicer, the Special Servicer or the Trustee, as applicable, has been
      previously reimbursed out of the Certificate Account;

            (xii) any amount required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.11(b) and 3.11(d),
      respectively, in connection with reimbursing the Trust Fund for Additional
      Trust Fund Expenses; and

            (xiii) all amounts remitted or advanced by the [__________] Master
      Servicer in respect of the [__________] Serviced Mortgage Loan, pursuant
      to the [__________] Pooling and Servicing Agreement and the [__________]
      Intercreditor Agreement.

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve
Accounts, and amounts that the Master Servicer and the Special Servicer are
entitled to retain as additional servicing compensation pursuant to Sections
3.11(b) and 3.11(d), need not be deposited by the Master Servicer in the
Certificate Account. If the Master Servicer shall deposit in 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. The Master Servicer shall promptly deliver to the
Special Servicer as additional servicing compensation in accordance with Section
3.11(d), assumption fees, late payment charges (to the extent not applied to pay
interest on Advances as provided in Sections 3.03(d) or 4.03(d) or Additional
Trust Fund Expenses as provided in Section 3.11(d)) and other transaction fees
or other expenses received by the Master Servicer to which the Special Servicer
is entitled pursuant to either of such Sections upon receipt of a certificate of
a Servicing Officer of the Special Servicer describing the item and amount. The
Certificate Account shall be maintained as a segregated account, separate and
apart from trust funds created for mortgage pass-through certificates of other
series and the other accounts of the Master Servicer.

            The Master Servicer may maintain, as part of the Certificate
Account, a subaccount for each Companion Loan on behalf of and in trust for the
benefit of the related Companion Holder, into which subaccount the Master
Servicer shall deposit or cause to be deposited all amounts described in the
first paragraph of this Section 3.04(a) to the extent allocable to the related
Companion Loan in accordance with this Agreement and the related Intercreditor
Agreement, and out of which subaccount the Master Servicer may make withdrawals
to the extent withdrawals of such funds are provided for in Section 3.05(a) of
this Agreement or in the related Intercreditor Agreement. Each such subaccount
shall be an Eligible Account or a subaccount of an Eligible Account and shall be
entitled "[__________], as Master Servicer, on behalf of and in trust for the
related Companion Holder."

            Upon receipt of any of the amounts described in clauses (i) through
(iv), (xi), (xii) and (xiii) above with respect to any Mortgage Loan or
Companion Loan, the Special Servicer shall promptly, but in no event later than
one Business Day after receipt of available funds, remit such amounts (net of
any reimbursable expenses incurred by the Special Servicer) to or at the
direction of 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 and shall deliver promptly, but in no event later than [__]
Business Days after receipt, any such check to the Master Servicer by overnight
courier, 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 or other appropriate reason.

            (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") at the office of the Paying
Agent to be held in trust for the benefit of the Certificateholders (other than
the Class Z Certificateholders). The Distribution Account shall be an Eligible
Account. The Trustee hereby authorizes the Paying Agent to make deposits in and
withdrawals from the Distribution Account in accordance with the terms of this
Agreement. The Master Servicer shall deliver to the Paying Agent each month on
or before 1:30 p.m. New York City time on the P&I Advance Date therein, for
deposit in the Distribution Account, an aggregate amount of immediately
available funds equal to that portion of the Available Distribution Amount
(calculated without regard to clauses (a)(ii), (a)(v) and (b)(ii)(B) of the
definition thereof) for the related Distribution Date then on deposit in the
Certificate Account, together with (i) any Prepayment Premiums and/or Yield
Maintenance Charges received on the Mortgage Loans during the related Collection
Period, and (ii) in the case of the final Distribution Date, any additional
amounts contemplated by the third paragraph of Section 9.01.

<PAGE>

            The Companion Paying Agent shall establish and maintain one or more
trust accounts for distributions to the Companion Loans (collectively, the
"Companion Distribution Account") to be held on behalf of the related Companion
Holder(s). The Companion Distribution Account shall be an Eligible Account and
may be a subaccount of the Certificate Account. The Master Servicer hereby
authorizes the Companion Paying Agent to make deposits in and withdrawals from
the Companion Distribution Account in accordance with the terms of this
Agreement. Unless the Companion Distribution Account is the related subaccount
or subaccounts of the Certificate Account as allowed by the last sentence of the
definition of Companion Distribution Account, the Master Servicer shall deliver
to the Companion Paying Agent each month on or before 2:00 p.m. New York City
time on the P&I Advance Date therein for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds equal to the amount
available to be distributed to the related Companion Holder(s) pursuant to the
related Intercreditor Agreement.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Paying Agent for deposit in the Distribution Account:

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

            (ii) the Purchase Price paid in connection with the purchase by the
      Master Servicer of all of the Mortgage Loans and any REO Properties,
      pursuant to Section 9.01, exclusive of the portion of such amounts
      required to be deposited in the Certificate Account pursuant to Section
      9.01.

            The Paying Agent shall, upon receipt, deposit in the Distribution
Account any and all amounts received by the Paying Agent that are required by
the terms of this Agreement to be deposited therein.

            (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), held in trust for the benefit of
the Certificateholders. The Interest Reserve Account shall be an Eligible
Account. On or before each Distribution Date in February and, during each year
that is not a leap year, January, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee for deposit in the Interest Reserve
Account, with respect to each Interest Reserve Loan, an amount equal to the
Interest Reserve Amount in respect of such Interest Reserve Loan, for such
Distribution Date (such withdrawal from the Certificate Account to be made out
of general collections on the Mortgage Pool where any related P&I Advance was
deposited in the Distribution Account).

            (d) Prior to any Collection Period during which Additional Interest
is received, and upon notification from the Master Servicer or Special Servicer
pursuant to Section 3.02(d), the Trustee (on behalf of the Certificateholders)
shall establish and maintain the Additional Interest Account in the name of the
Trustee in trust for the benefit of the Class Z Certificateholders. The
Additional Interest Account shall be established and maintained as an Eligible
Account. Prior to the applicable Distribution Date, the Master Servicer shall
remit to the Trustee for deposit in the Additional Interest Account an amount
equal to the Additional Interest received during the applicable Collection
Period.

<PAGE>

            Following the distribution of Additional Interest to the Class Z
Certificateholders, on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Additional Interest, the Trustee shall terminate the Additional Interest
Account.

            (e) The Paying Agent, on behalf of the Trustee for the benefit of
the Certificateholders, shall establish (upon notice from Special Servicer of an
event occurring that generates Gain-on-Sale Proceeds) and maintain the
Gain-on-Sale Reserve Account in the name of the Paying Agent on behalf of the
Trustee for the benefit of the Certificateholders. The Gain-on-Sale Reserve
Account shall be maintained as a segregated account, separate and apart from
trust funds for mortgage pass-through certificates of other series administered
by the Paying Agent and other accounts of the Paying Agent. Upon the disposition
of any REO Property in accordance with Section 3.09 or Section 3.18, the Special
Servicer will calculate the Gain-on-Sale Proceeds, if any, realized in
connection with such sale and remit such funds to the Paying Agent for deposit
into the Gain-on-Sale Reserve Account.

            (f) Funds in the Certificate Account, the Interest Reserve Account,
the Distribution Account, the Additional Interest Account and the Gain-on-Sale
Reserve Account may be invested only in Permitted Investments in accordance with
the provisions of Section 3.06. Funds on deposit in the Gain-on-Sale Reserve
Account shall be invested pursuant to Section 3.06. The Master Servicer shall
give written notice to the Trustee, the Special Servicer and the Rating Agencies
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 Paying
Agent shall give written notice to the Trustee, the Master Servicer, the Special
Servicer and the Rating Agencies of any new location of the Distribution Account
prior to any change thereof.

            Section 3.05 Permitted Withdrawals from the Certificate Account,
Distribution Account, Interest Reserve Account, Additional Interest Account,
Gain-on-Sale Reserve Account and Companion Distribution 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) (A) to remit to the Paying Agent for deposit in the Distribution
      Account the amounts required to be so deposited pursuant to the first
      paragraph of Section 3.04(b) and any amount that may be applied to make
      P&I Advances pursuant to Section 4.03(a); and (B) to deposit in and remit
      to the Companion Paying Agent for deposit in each Companion Distribution
      Account the amounts required to be so deposited pursuant to the second
      paragraph of Section 3.04(b) and any amount relating to a Companion Loan
      that may be applied to make P&I Advances pursuant to Section 4.03(a);

            (ii) to reimburse the Trustee and itself, in that order, for
      unreimbursed P&I Advances (the Trustee's and Master Servicer's right to
      reimbursement pursuant to this clause (ii) with respect to any P&I Advance
      (other than Nonrecoverable Advances and Workout-Delayed Reimbursement
      Amounts that are reimbursed pursuant to clause (vii) below) being limited
      to amounts that represent Late Collections of interest (net of the related
      Servicing Fees) and principal (net of any related Workout Fee or
      Liquidation Fee) received in respect of the particular Mortgage Loan, REO
      Loan or Companion Loan as to which such P&I Advance was made);

            (iii) to pay to itself 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 limited to amounts received on or in respect of such
      Mortgage Loan (whether in the form of payments, Liquidation 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 earned and unpaid Special
      Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
      Loan;

            (v) to pay the Special Servicer (or, if applicable, a predecessor
      Special Servicer) earned and unpaid Workout Fees or Liquidation Fees in
      respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan,
      and REO Loan, the Special Servicer's (or, if applicable, any predecessor
      Special Servicer's) right to payment pursuant to this clause (v) with
      respect to any such Mortgage Loan or REO Loan being limited to amounts
      received on or in respect of such Specially Serviced Mortgage Loan or
      Corrected Mortgage Loan (whether in the form of payments or Liquidation
      Proceeds) or such REO Loan (whether in the form of REO Revenues or
      Liquidation Proceeds) that are allocable as a recovery of principal or
      interest thereon (provided that no Liquidation Fee shall be payable out of
      (i) Insurance Proceeds and (ii) any Liquidation Proceeds received in
      connection with the purchase of any Mortgage Loan or REO Property by a
      Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase
      Agreement (if purchased within the required time period set forth in such
      Mortgage Loan Purchase Agreement), by the Special Servicer, the Companion
      Holder or the Majority Subordinate Certificateholder, as described in
      Section 3.18(c), Section 3.18(d), Section 3.18(e) or Section 3.18(h), or
      by any mezzanine lender pursuant to the terms of the related mezzanine
      intercreditor agreement, or by the Master Servicer, the Special Servicer
      or the Majority Subordinate Certificateholder or the purchasing
      Certificateholder pursuant to Section 9.01);

            (vi) to reimburse the Trustee, itself or the Special Servicer, in
      that order, for any unreimbursed Servicing Advances, the Trustee's, the
      Master Servicer's and the Special Servicer's respective rights to
      reimbursement pursuant to this clause (vi) with respect to any Servicing
      Advance (other than Nonrecoverable Advances and Workout-Delayed
      Reimbursement Amounts that are reimbursed pursuant to clause (vii) below)
      being limited to payments made by the related Mortgagor that are allocable
      to such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds
      and, if applicable, REO Revenues received in respect of the particular
      Mortgage Loan, Companion Loan or REO Property as to which such Servicing
      Advance was made (provided that, in case of such reimbursement relating to
      any Co-Lender Loan, such reimbursements shall be made first, from amounts
      collected on the related Subordinate Companion Loan and then from the
      related Co-Lender Loan (and Pari Passu Companion Loans, if any) in
      accordance with the terms of the related Intercreditor Agreement);

            (vii) to reimburse the Trustee, itself or the Special Servicer, in
      that order, (A) for any unreimbursed Advances (including interest at the
      Reimbursement Rate) that have been or are determined to be Nonrecoverable
      Advances and for any Workout-Delayed Reimbursement Amounts, in that order,
      and (B) to pay itself, with respect to any Mortgage Loan (including, if
      applicable, the [__________] Serviced Mortgage Loan), Companion Loan or
      any REO Property, any related earned Master Servicing Fee that remained
      unpaid in accordance with clause (iii) above, in the case of clause (B),
      following a Final Recovery Determination made with respect to such
      Mortgage Loan or REO Property and the deposit into the Certificate Account
      of all amounts received in connection therewith; provided, however, that
      any reimbursement of Nonrecoverable Advances or Workout Delayed
      Reimbursement Amounts payable pursuant to this Section 3.05(a)(vii), with
      respect to Nonrecoverable Advances shall be deemed to be recovered, first,
      from collections or receipts on the Mortgage Loans and REO Properties in
      respect of principal and then in respect of interest and other
      collections, and, with respect to Workout Delayed Reimbursement Amounts,
      only out of collections and receipts on the Mortgage Loans and REO
      Properties in respect of principal;

            (viii) to reimburse the [__________] Master Servicer or the
      [__________] Special Servicer for unreimbursed advances (including
      interest on such advances) made by such party pursuant to the [__________]
      Pooling and Servicing Agreement in respect of the [__________] Serviced
      Mortgage Loan, that have been or are determined to be nonrecoverable
      advances and for any workout-delayed reimbursement amounts, in that order,
      pursuant to the terms of the [__________] Pooling and Servicing Agreement
      (up to, with respect to a servicing advance, the [__________] Loan's pro
      rata share of such advance, or if the amount of such pro rata share,
      together with amounts available from collections in the certificate
      account created under the [__________] Pooling and Servicing Agreement is
      insufficient to reimburse the party that made such advance, then up to the
      full amount of such advance made on the [__________] Loan and interest
      thereon); provided, however, that any reimbursement of Nonrecoverable
      Advances or Workout Delayed Reimbursement Amounts payable pursuant to this
      Section 3.05(a)(viii), with respect to Nonrecoverable Advances, shall be
      deemed to be recovered, first, from collections or receipts on the
      Mortgage Loans and REO Properties in respect of principal and then in
      respect of interest and other collections, and, with respect to Workout
      Delayed Reimbursement Amounts, only out of collections and receipts on the
      Mortgage Loans and REO Properties in respect of principal;

            (ix) at such time as it reimburses the Trustee, itself, the Special
      Servicer, the [__________] Master Servicer or the [__________] Special
      Servicer, in that order, for any unreimbursed Advance (including any
      Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant
      to clause (ii), (vi), (vii) or (viii) above, to pay the Trustee, itself,
      the Special Servicer or the [__________] Master Servicer, as the case may
      be, in that order, any interest accrued and payable thereon in accordance
      with Section 3.03(d) or 4.03(d) (or, with respect to the [__________]
      Serviced Mortgage Loan, pursuant to the [__________] Pooling and Servicing
      Agreement), as applicable;

<PAGE>

      provided that the Trustee's, the Master Servicer's, the Special Servicer's
      and the [__________] Master Servicer's rights to payment pursuant to this
      clause (ix) with respect to interest on any Advance shall be satisfied (A)
      subject to and in accordance with the terms of the Intercreditor Agreement
      with respect to the related Loan Pair, first out of late payment charges
      and Penalty Interest collected on or in respect of the related Mortgage
      Loan (and if the Advance was made with respect to a Co-Lender Loan, out of
      such amounts collected on or in respect of the related Companion Loan(s))
      and REO Loan, during the Collection Period in which such Advance is
      reimbursed (the use of such late payment charges and Penalty Interest to
      be allocated between the Master Servicer and the Special Servicer on a pro
      rata basis based on the amount of late payment charges and Penalty
      Interest that the Master Servicer and the Special Servicer have received
      as additional servicing compensation during such period), and (B) to the
      extent that the late payment charges and Penalty Interest described in the
      immediately preceding clause (A) are insufficient, but only at the same
      time or after such Advance has been reimbursed, out of general collections
      on the Mortgage Loans, Companion Loans and any REO Properties on deposit
      in the Certificate Account;

            (x) to pay for costs and expenses incurred by the Trust Fund
      pursuant to the first sentence of Section 3.12(a) or, pursuant to Section
      3.12, as to any Mortgage Loan that is a Specially Serviced Mortgage Loan;

            (xi) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(b), (A) interest and investment income earned
      in respect of amounts held in the Certificate Account as provided in
      Section 3.06(b), but only to the extent of the Net Investment Earnings
      with respect to the Certificate Account for any Collection Period; (B) any
      Prepayment Interest Excesses, and (C) Penalty Interest and late payment
      charges on Mortgage Loans that are not Specially Serviced Mortgage Loans
      (to the extent such Penalty Interest and/or late payment charges were not
      applied to offset interest on Advances pursuant to clause (ix)(A) or
      Additional Trust Fund Expenses pursuant to Section 3.11(b) or inspection
      expenses pursuant to Section 3.12(a));

            (xii) to pay to the Special Servicer, as additional servicing
      compensation in accordance with Section 3.11(d) (to the extent such
      Penalty Interest and/or late payment charges were not applied to offset
      interest on Advances pursuant to clause (ix)(A) of this Section or
      Additional Trust Fund Expenses pursuant to Section 3.11(d) or inspection
      expenses pursuant to Section 3.12(a));

            (xiii) to pay for the cost of an independent appraiser or other
      expert in real estate matters retained pursuant to Section 3.03(e),
      3.09(a), 3.18(b), 4.03(c) or 9.01;

            (xiv) to pay itself, the Special Servicer, the Depositor, or any of
      their respective directors, officers, members, managers, employees and
      agents, as the case may be, any amounts payable to any such Person
      pursuant to Section 6.03;

            (xv) to pay for (A) the advice of counsel and tax accountants
      contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
      Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C)
      the cost of an Opinion of Counsel contemplated by Section 11.01(a) or
      11.01(c) in connection with any amendment to this Agreement requested by
      the Master Servicer or the Special Servicer that protects or is in
      furtherance of the rights and interests of Certificateholders, and (D) the
      cost of recording this Agreement in accordance with Section 11.02(a);

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

            (xvii) to withdraw any Interest Reserve Amount and remit such
      Interest Reserve Amount to the Trustee for deposit into the Interest
      Reserve Account pursuant to Section 3.04(c);

            (xviii) to remit to the Trustee for deposit into the Additional
      Interest Account the amounts required to be deposited pursuant to Section
      3.04(d);

            (xix) to remit to the Paying Agent for deposit into the Distribution
      Account the amounts required to be deposited pursuant to Section 3.04(b);

            (xx) to remit to the Companion Paying Agent for deposit into the
      Companion Distribution Account the amounts required to be deposited
      pursuant to Section 3.04(b);

            (xxi) to pay the cost of any Environmental Assessment or any
      remedial, corrective or other action pursuant to Section 3.09(c);

            (xxii) to withdraw any amounts deposited in error;

            (xxiii) to withdraw any other amounts that this Agreement expressly
      provides may be withdrawn from the Certificate Account; and

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

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Certificate Account pursuant to clauses (ii)-(xxiii) above.
Upon request, the Master Servicer shall provide to the Trustee such records and
any other information in the possession of the Master Servicer to enable the
Trustee to determine the amounts attributable to REMIC I (with respect to the
Mortgage Loans) and the Companion Loans. The Master Servicer shall, to the
extent permitted by the terms of the related Intercreditor Agreement, make
claims for reimbursement from the related Companion Holder in connection with
related Servicing Advances and interest thereon and other related expenses so as
to minimize the total amount of withdrawals on the Certificate Account for such
items. Nothing in the foregoing sentence shall limit the Master Servicer's
rights to be reimbursed for claims relating to the Companion Loans that are
reimbursable claims pursuant to the terms of this Agreement. Notwithstanding
anything in this Section 3.05(a) to the contrary, in no event shall the Master
Servicer withdraw from funds on deposit in the Certificate Account any amount to
be applied to, or to provide reimbursement for, any amounts referenced in this
Section 3.05(a) (other than amounts referenced in clause (xix)) which relate to
any Companion Loan to the extent the related Co-Lender Loan has been paid in
full in a prior Collection Period. For the avoidance of doubt, in no event shall
the Master Servicer withdraw from funds on deposit in the Certificate Account
any amounts allocable to the [__________] Companion Loan (other than Penalty
Interest and late payment charges) to be applied to, or to provide reimbursement
for, any costs, expenses, indemnities, losses or liabilities relating or
allocable to any Mortgage Loan or Companion Loan other than the [__________]
Companion Loan or the [__________] Loan.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) or the Trustee from
the Certificate Account amounts permitted to be paid to the Special Servicer (or
to such third party contractors) or the Trustee therefrom promptly upon receipt
of a certificate of a Servicing Officer of the Special Servicer or of a
Responsible Officer of the Trustee, describing the item and amount to which the
Special Servicer (or such third party contractors) or the Trustee is entitled.
The Master Servicer may rely conclusively on any such certificate and shall have
no duty to re-calculate the amounts stated therein. With respect to any
reimbursement to be made hereunder to the [__________] Master Servicer or the
[__________] Special Servicer in respect of any Advance (as defined in the
[__________] Pooling and Servicing Agreement) made by such parties subsequently
determined to be a nonrecoverable advance pursuant to the terms of the
[__________] Pooling and Servicing Agreement, the Master Servicer may
conclusively rely on a written statement from such party delivered to the Master
Servicer that such Advance (as defined in the [__________] Pooling and Servicing
Agreement) is a nonrecoverable advance under the terms of the [__________]
Pooling and Servicing Agreement. 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. With respect to each
Mortgage Loan or Companion Loan for which it makes an Advance, the Trustee shall
similarly keep and maintain separate accounting for each Mortgage Loan or
Companion Loan, on a loan-by-loan and property-by-property basis, for the
purpose of justifying any request for withdrawal from the Certificate Account
for reimbursements of Advances or interest thereon.

            Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, the Master Servicer or the Trustee, as applicable, may,
in its sole discretion, elect to obtain reimbursement for such Nonrecoverable
Advance over time (not to exceed twelve (12) months or such longer period of
time as agreed to by the Master Servicer or the Trustee, as applicable, and the
Controlling Class Representative, each in its sole discretion, and the
unreimbursed portion of such Advance will accrue interest at the Prime Rate. 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 and subject to the immediately following paragraph, 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, 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.

<PAGE>

            The Master Servicer or the Trustee, as applicable, shall give
Moody's and S&P at least [__] days notice prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Certificate Account allocable to
interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee, as
applicable, determines in its sole discretion that waiting [__] days after such
a notice could jeopardize the Master Servicer's or the Trustee's ability, as
applicable, to recover such Nonrecoverable Advances, (2) changed circumstances
or new or different information becomes known to the Master Servicer or the
Trustee, as 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 has not timely received from the Trustee information requested
by the Master Servicer to consider in determining whether to defer reimbursement
of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the
Master Servicer or the Trustee, as applicable, shall give Moody's and S&P notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Certificate Account or Distribution Account, as applicable, allocable to
interest on the Mortgage Loans as soon as reasonably practicable in such
circumstances. The Master Servicer and the Trustee, as applicable, shall have no
liability for any loss, liability or expense resulting from any notice provided
to Moody's and S&P contemplated by the immediately preceding sentence.

            If the Master 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, which, 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 which, 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 in
accordance with clause first 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 by clause first 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 pursuant to clause first above resulting
from the reimbursement of the subject Advance and/or the payment of interest
thereon.

            (b) The Paying Agent may, from time to time, make withdrawals from
the Distribution Account for any of the following purposes (in no particular
order of priority):

<PAGE>

            (i) to make deemed distributions to itself as holder of the REMIC I
      Regular Interests and to make distributions to Certificateholders on each
      Distribution Date, pursuant to Sections 4.01 and 9.01, as applicable;

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

            (iii) to pay the Trustee the Trustee Fee as contemplated by Section
      8.05(a) hereof with respect to each Mortgage Loan and REO Loan and to pay
      the Trustee, as additional compensation, interest and investment income,
      if any, earned in respect of amounts held in the Distribution Account as
      provided in Section 3.06, but only to the extent of the Net Investment
      Earnings with respect to such account for the related Distribution Date;

            (iv) to pay for the cost of the Opinions of Counsel sought by the
      Trustee (A) as provided in clause (v) of the definition of "Disqualified
      Organization", (B) as contemplated by Section 3.20(d), 9.02(a) and
      10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in
      connection with any amendment to this Agreement requested by the Trustee
      which amendment is in furtherance of the rights and interests of
      Certificateholders; provided that a portion of such costs shall be
      allocated pursuant to the [__________] Pooling and Servicing Agreement and
      the [__________] Intercreditor Agreement if such costs relate to the
      [__________] Whole Loan;

            (v) to 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, to the extent none of the
      Trustee, the REMIC Administrator, the Master Servicer or the Special
      Servicer is liable therefor pursuant to Section 10.01(i); provided that a
      portion of such amounts shall be allocated pursuant to the [__________]
      Pooling and Servicing Agreement and the [__________] Intercreditor
      Agreement if such costs relate to the [__________] Whole Loan; (vi) to pay
      the REMIC Administrator any amounts reimbursable to it pursuant to Section
      10.01(e); provided that a portion of such amounts shall be allocated
      pursuant to the [__________] Pooling and Servicing Agreement and the
      [__________] Intercreditor Agreement if such costs relate to the
      [__________] Whole Loan;

            (vii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Distribution Account not required to be deposited
      therein; and

            (viii) to clear and terminate the 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.

            (c) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account as contemplated by Section
4.01(l).

<PAGE>

            (d) The Trustee shall on each P&I Advance Date to occur in March of
each year, and in the event the final Distribution Date occurs in February or,
if such year is not a leap year, in January, on the P&I Advance Date to occur in
such February or January, withdraw from the Interest Reserve Account and deposit
into the Distribution Account in respect of each Interest Reserve Loan, an
amount equal to the aggregate of the Interest Reserve Amounts deposited into the
Interest Reserve Account pursuant to Section 3.04(c) during the immediately
preceding Collection Period and, if applicable, the second preceding Collection
Period and, if applicable, the related Collection Period.

            (e) The Paying Agent shall, on any Distribution Date, make
withdrawals from the Additional Interest Account to the extent required to make
the distributions of Additional Interest required by Section 4.01(b).

            (f) In the event that servicing advances have been made with respect
to the [__________] Serviced Mortgage Loan under the [__________] Pooling and
Servicing Agreement by the [__________] Master Servicer, and in accordance with
the [__________] Pooling and Servicing Agreement, if a subsequent determination
has been made that such advance constitutes a nonrecoverable advance, the party
that made such advance shall be entitled to a reimbursement of such advance with
interest thereon as set forth in the [__________] Pooling and Servicing
Agreement, from general collections on all Mortgage Loans in the Certificate
Account (up to, with respect to a servicing advance, the [__________] Loan's pro
rata share of such advance, or if the amount of such pro rata share, together
with amounts available from collections in the certificate account created under
the [__________] Pooling and Servicing Agreement, is insufficient to reimburse
the party that made such advance, then up to the full amount of such advance
made on the [__________] Loan and interest thereon).

            (g) The Paying Agent shall, on any Distribution Date, make
withdrawals from the Gain-On-Sale Reserve Account as contemplated by Section
4.01(m).

            Section 3.06 Investment of Funds in the Servicing Accounts, Reserve
Accounts, Certificate Account, Interest Reserve Account, Distribution Account,
Companion Distribution Account, Additional Interest Account, Gain-on-Sale
Reserve Account and REO Account.

            (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account or the
Certificate Account (each, for purposes of this Section 3.06, an "Investment
Account"); the Companion Paying Agent may direct in writing any depository
institution maintaining the Companion Distribution Account (also, for purposes
of this Section 3.06, an "Investment Account"); the Special Servicer may direct
in writing any depository institution maintaining the REO Account (also, for
purposes of this Section 3.06, an "Investment Account"); and the Trustee may
direct in writing any depository institution maintaining the Distribution
Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account or the
Additional Interest Account (also, for purposes of this Section 3.06, an
"Investment Account") to invest, or if it is such depository institution, may
itself invest, the funds held therein only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
no later than the Business Day immediately preceding the next succeeding date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement. Funds held in the Distribution Account, the Companion Distribution
Account, the Additional Interest Account, the Interest Reserve Account and the
Gain-on-Sale Reserve Account may remain uninvested. In the event that the Master
Servicer shall have failed to give investment directions for any Servicing
Account, any Reserve Account or the Certificate Account (exclusive of any
accounts as are held by the Master Servicer) or the Special Servicer shall have
failed to give investment directions for the REO Account by 11:00 A.M. New York
time on any Business Day on which there may be uninvested cash, such funds held
in the REO Account shall be invested in securities described in clause (i) of
the definition of the term "Permitted Investments"; and such funds held in such
other accounts shall be invested in securities described in clause (v) of such
definition. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such). The Master Servicer
on behalf of the Trustee for the benefit of Certificateholders (with respect to
Permitted Investments of amounts in the Servicing Accounts, the Reserve Accounts
or the Certificate Account), the Special Servicer on behalf of the Trustee for
the benefit of Certificateholders (with respect to Permitted Investments of
amounts in the REO Account) and the Trustee (with respect to Permitted
Investments of amounts in the Distribution Account, the Gain-on-Sale Reserve
Account, the Interest Reserve Account or the Additional Interest Account) for
the benefit of the Certificateholders, and the Companion Paying Agent with
respect to the Companion Distribution Account, shall (and the Trustee hereby
designates the Master Servicer and the Special Servicer, with respect to any
Investment Account maintained by them, and itself, with respect to the
Distribution Account, the Additional Interest Account, the Interest Reserve
Account and the Gain-on-Sale Reserve Account, as applicable, as the Person that
shall) maintain continuous possession of any Permitted Investment that is either
(i) a "certificated security", as such term is defined in the UCC, or (ii) other
property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Master Servicer, the Special Servicer or the Trustee
shall constitute possession by the Trustee, as secured party, for purposes of
Section 9-313 of the UCC and any other applicable law. 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,
Servicing Accounts and Reserve Accounts), the Special Servicer (in the case of
the REO Account), the Trustee (with respect to Permitted Investments of amounts
in the Distribution Account, the Gain-on-Sale Reserve Account, the Interest
Reserve Account and the Additional Interest Account) or the Companion Paying
Agent with respect to the Companion Distribution Account, shall:

            (x) 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

            (y) 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 any of the Servicing Accounts, the Reserve Accounts or the Certificate
Account, interest and investment income realized on funds deposited therein, to
the extent of the related Net Investment Earnings, if any, for each Collection
Period and, in the case of a Reserve Account or a Servicing Account, to the
extent not otherwise payable to the related Mortgagor in accordance with
applicable law or the related Mortgage Loan documents, shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.03(a), 3.03(f) or 3.05(a), as applicable. Whether
or not the Special Servicer directs the investment of funds in the REO Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, 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 Distribution Account, the
Interest Reserve Account, the Additional Interest Account or the Gain-on-Sale
Reserve Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for each related
Distribution Date, shall be for the sole and exclusive benefit of the Trustee
and shall be subject to its (or the Paying Agent's on its behalf) withdrawal in
accordance with Section 3.05(b). 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 Servicing Accounts, the Reserve Accounts and the Certificate
Account, excluding any accounts containing amounts invested solely for the
benefit of, and at the direction of, the Mortgagor under the terms of the
Mortgage Loan or applicable law), the Companion Paying Agent (in the case of the
Companion Distribution Account), the Special Servicer (in the case of the REO
Account) and the Trustee (with respect to Permitted Investments of amounts in
the Distribution Account, the Additional Interest Account, the Interest Reserve
Account and the Gain-on-Sale Reserve Account) shall promptly deposit therein
from its own funds, without right of reimbursement, no later than, in the case
of the Master Servicer and Special Servicer, the end of the Collection Period
during which such loss was incurred and in the case of the Trustee, no later
than 12:00 noon, New York City time, on the Distribution Date, the amount of the
Net Investment Loss, if any, for such Collection Period or on such Distribution
Date; provided that none of the Master Servicer, the Special Servicer or the
Trustee shall be required to deposit any loss on an investment of funds in an
Investment Account if such loss is incurred solely as a result of the insolvency
of the federal 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.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Trustee, the Special Servicer or the Master Servicer fails to
deposit any losses with respect to such Permitted Investment pursuant to Section
3.06(b), the Trustee may (or, in the event of a default by the Trustee, the
Master Servicer or Special Servicer shall) 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 the institution
and prosecution of appropriate proceedings.

            (d) 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, the amounts so
invested 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) The Master Servicer (with respect to Mortgage Loans and
Companion Loans to the extent that the Trust Fund has an insurable interest, but
other than with respect to the [__________] Serviced Mortgage Loan and its
related Companion Loan) and the Special Servicer (with respect to REO Properties
to the extent that the Trust Fund has an insurable interest) shall, consistent
with the Servicing Standard, cause to be maintained for each Mortgaged Property
all insurance coverage as is required under the related Mortgage; provided that,
if and to the extent that any such Mortgage permits 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; provided, further, if and to the extent that a Mortgage so permits,
the related Mortgagor shall be required to exercise its reasonable best efforts
to obtain the required insurance coverage from Qualified Insurers and required
insurance coverage obtained by the Master Servicer shall be from Qualified
Insurers. REO Property with respect to the [__________] Loan is excluded for all
purposes from this Section 3.07. The cost of any such insurance coverage
obtained by either the Master Servicer or the Special Servicer shall be a
Servicing Advance to be paid by the Master Servicer pursuant to Section 3.03.
Whether or not the applicable Mortgage Loan documents require such insurance,
the Majority Subordinate Certificateholder may request that earthquake insurance
be secured for one or more Mortgaged Properties at the expense of the Majority
Subordinate Certificateholder. Subject to Section 3.17(a), the Special Servicer
shall also cause to be maintained for each REO Property no less insurance
coverage than was previously required of the Mortgagor under the related
Mortgage; provided that all such insurance shall be obtained from Qualified
Insurers. All such insurance policies maintained by the Master Servicer or the
Special Servicer (i) shall contain (if they insure against loss to property and
do not relate to an REO Property) a "standard" mortgagee clause, with loss
payable to the Trustee or the Master Servicer on behalf of the Trustee (in the
case of insurance maintained in respect of Mortgage Loans); (ii) shall be in the
name of the Special Servicer (in the case of insurance maintained in respect of
REO Properties), on behalf of the Trustee; (iii) shall be non-cancelable without
[__] days' prior written notice to the insured party; (iv) shall include
coverage in an amount not less than the lesser of (x) the full replacement cost
of the improvements securing a Mortgaged Property or REO Property, as
applicable, or (y) the outstanding principal balance owing on the related
Mortgage Loan or REO Loan, as applicable, and in any event, the amount necessary
to avoid the operation of any co-insurance provisions; (v) shall include a
replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents);
(vi) shall include such other insurance, including, to the extent available at
commercially reasonable rates, earthquake insurance, where applicable, as
required under the applicable Mortgage or other Mortgage Loan document; and
(vii) in each case such insurance shall be issued by an insurer authorized under
applicable law to issue such insurance. Any amounts collected by the Master
Servicer or the 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
subject to the rights of any tenants and ground lessors, as the case may be, and
in each case in accordance with the terms of the related Mortgage and the
Servicing Standard) shall be deposited in the Certificate Account, subject to
withdrawal pursuant to Section 3.05(a), in the case of amounts received in
respect of a Mortgage Loan or Companion Loan, or in the 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 the
Special Servicer in maintaining any such insurance shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to unpaid principal balance of the related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan or Companion Loans so
permit.

            Notwithstanding the foregoing, the Master Servicer or Special
Servicer, as applicable, will not be required to maintain (and in the case of
the Special Servicer, with respect to any Specially Serviced Mortgage Loan), and
shall not cause a Mortgagor to be in default with respect to the failure of the
related Mortgagor to obtain, all-risk casualty insurance which does not contain
any carve-out for terrorist or similar acts, if and only if the Master Servicer
with respect to non-Specially Serviced Mortgage Loans or the Special Servicer
with respect to Specially Serviced Mortgage Loans, in consultation with the
Controlling Class Representative, and, with respect to each Co-Lender Loan, in
consultation with the related Companion Holder if required under the applicable
Intercreditor Agreement, has determined in accordance with the Servicing
Standard that either (a) such insurance is not available at any rate or (b) such
insurance is not available at commercially reasonably rates and that such
hazards are not at the time commonly insured against for properties similar to
the Mortgaged Property and located in or around the region in which such
Mortgaged Property is located and the Controlling Class Representative has
approved the decision not to require the borrower to maintain terrorism
insurance (provided that the decision of the Controlling Class Representative to
grant or withhold such consent shall be disregarded by the Special Servicer if
such consent or lack of consent would cause the Master Servicer or the Special
Servicer, as applicable, to violate the Servicing Standard); provided, however,
the Controlling Class Representative's approval shall be deemed to have been
given if it has not responded within [__] Business Days of receipt of the Master
Servicer's or the Special Servicer's written recommendation and the information
upon which such recommendation is based; provided, further, that upon the Master
Servicer's or the Special Servicer's determination, as applicable, consistent
with the Servicing Standard, that exigent circumstances do not allow the Master
Servicer or the Special Servicer to consult with the Controlling Class
Representative or Companion Holder, if applicable, the Master Servicer or the
Special Servicer, as applicable, shall not be required to do so.

            (b) If the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans, Companion Loans and/or REO
Properties that it is required to service and administer, then, to the extent
such policy (i) is obtained from a Qualified Insurer and (ii) provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the 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 and/or REO Properties. Such
blanket 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 policy, promptly deposit into the
Certificate Account from its own funds the amount not otherwise payable under
the blanket policy because of such deductible clause. The Master Servicer or the
Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Trustee and Certificateholders, claims under any such blanket 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 in which Specially
Serviced Mortgage Loans or REO Properties are part of the Trust Fund) keep in
force a fidelity bond with Qualified Insurers, such fidelity bond to be in such
form and amount as would permit it to be a qualified FNMA or FHLMC, whichever is
greater, seller-servicer of multifamily mortgage loans, or in such other form
and amount as would not cause the qualification, downgrading or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each 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
for [__] days' written notice to the Trustee prior to any cancellation.

            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 in which Specially
Serviced Mortgage Loans and/or REO Properties exist as part of the Trust Fund)
also keep in force with Qualified Insurers, a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers, employees
and agents 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 FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not cause the qualification, downgrade or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each 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 for [__] days' written notice to the Trustee prior to cancellation. The
Master Servicer and the Special Servicer shall each cause the Trustee to be an
additional loss payee on any policy currently in place or procured pursuant to
the requirements of this Section 3.07(c).

            For so long as the long-term debt obligations of the Master Servicer
or Special Servicer, as the case may be (or in the case of the initial Master
Servicer and Special Servicer, their respective direct or indirect parent), are
rated at least "A" or the equivalent by all of the Rating Agencies (or such
lower rating as will not result in qualification, downgrading or withdrawal of
the ratings then assigned to the Certificates, as evidenced in writing by the
Rating Agencies), such Person may self-insure with respect to the risks
described in this subsection.

<PAGE>

            Section 3.08 Enforcement of Alienation Clauses.

            (a) Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect
to Mortgage Loans that are not Specially Serviced Mortgage Loans, and the
Special Servicer, with respect to Specially Serviced Mortgage Loans, shall
promptly analyze such waiver, including the preparation of written materials in
connection with such analysis, and will close the related transaction, subject
to the consent rights (if any) of each Companion Holder pursuant to the related
Intercreditor Agreement as provided in this Section 3.08. With respect to all
Mortgage Loans other than Specially Serviced Mortgage Loans and the [__________]
Serviced Mortgage Loan, the Master Servicer or, in the case of Specially
Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the
mortgagee of record, shall, to the extent permitted by applicable law, enforce
the restrictions contained in the related Mortgage on transfers or further
encumbrances of the related Mortgaged Property and on transfers of interests in
the related Mortgagor, unless following its receipt of a request of a waiver in
respect of a due-on-sale or due-on-encumbrance provision the Master Servicer
(with the written consent of the Special Servicer, which consent shall be deemed
given if not denied within the later of (a) [__] Business Days after the Special
Servicer's receipt of the written recommendation of the Master Servicer for such
action and any additional information the Special Servicer may reasonably
request for the analysis of such request (such recommendation and information
may be delivered in an electronic format reasonably acceptable to the Master
Servicer and the Special Servicer) and (b) [__] Business Days after the
Controlling Class Representative's receipt of the written recommendation of the
Special Servicer for such action and any additional information the Controlling
Class Representative may reasonably request for the analysis of such request,
which notice shall be given by the Special Servicer no later than [__] Business
Days after the commencement of the [__] Business Day period described in the
preceding clause (a)) or the Special Servicer (with the written consent of the
Controlling Class Representative, which consent shall be deemed given if not
denied within [__] Business Days after the Controlling Class Representative's
receipt of the written recommendation of the Special Servicer for such action
and any additional information the Controlling Class Representative may
reasonably request for the analysis of such request), as applicable, has
determined, consistent with the Servicing Standard, that the waiver of such
restrictions would be in accordance with the Servicing Standard. Promptly after
the Master Servicer (with the written consent of the Special Servicer to the
extent required in the preceding sentence) or the Special Servicer (with the
written consent of the Controlling Class Representative to the extent required
in the preceding sentence), as applicable, has made any such determination, the
Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating
Agencies and each other party hereto an Officer's Certificate setting forth the
basis for such determination. Neither the Master Servicer nor the Special
Servicer shall exercise (and the Special Servicer shall not consent to) any such
waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i)
with respect to which the aggregate of the Stated Principal Balance of such
Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that
are cross-collateralized, cross-defaulted or have been made to Mortgagors
affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest
Mortgage Loans or concentrations of Mortgage Loans, as of the date of such
waiver request, without receiving prior written confirmation from S&P and
Moody's that such action would not result in a downgrading, qualification or
withdrawal of the ratings then assigned to the Certificates or (ii) with respect
to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan
and the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, is equal to or in excess of
$20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage
Loan and the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate
Stated Principal Balance of all Mortgage Loans, (c) such Mortgage Loan is one of
the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal
Balance), or (d) such Mortgage Loan has a Loan-to-Value Ratio (calculated to
include the additional indebtedness secured by any encumbrance) that is equal to
or greater than 85% and a Debt Service Coverage Ratio (calculated to include the
additional debt from any encumbrance) of 1.2x or less, without receiving a prior
written confirmation from S&P that such action would not result in a
downgrading, qualification or withdrawal of the ratings then assigned to the
Certificates. With respect to a waiver of a due-on-sale provision, neither the
Master Servicer nor the Special Servicer shall waive any such restriction
without receiving prior written confirmation from Moody's and S&P that such
action would not result in a downgrading, qualification or withdrawal of the
ratings then assigned to the Certificates; provided that, if the Mortgage Loan
(a) does not have an aggregate Stated Principal Balance (including the Stated
Principal Balance of all other Mortgage Loans that are cross-collateralized,
cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on
such Mortgage Loan) equal to or in excess of $35,000,000 (or $25,000,000 with
respect to Moody's), (b) does not have an aggregate Stated Principal Balance
(including the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan) greater than 5% of the aggregate
Stated Principal Balance of all Mortgage Loans or (c) is not one of the ten
largest Mortgage Loans as of the date of the waiver (by Stated Principal
Balance), the Master Servicer or the Special Servicer, as applicable, may waive
such requirement without confirmation by S&P in accordance with the Servicing
Standard; and provided, further, that, if the Mortgage Loan does not meet the
criteria set forth in clause (ii) of the immediately preceding sentence, the
Master Servicer or Special Servicer, as applicable, may waive such requirement
without approval by S&P or Moody's in accordance with the Servicing Standard;
and provided, further, that, if the Mortgage Loan is not one of the ten largest
Mortgage Loans (by Stated Principal Balance, including all other Mortgage Loans
that are cross-collateralized and cross-defaulted with such Mortgage Loan) as of
the date of the waiver, the Master Servicer or Special Servicer, as applicable,
may waive such requirement without approval by Fitch in accordance with the
Servicing Standard. With respect to each Co-Lender Loan, no waiver of a
due-on-sale or due-on-encumbrance provision will be effective unless the Master
Servicer or Special Servicer, as applicable, first consults with the related
Subordinate Companion Holder if required under the applicable Intercreditor
Agreement.

            (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer (with respect to Mortgage Loans other than Specially Serviced
Mortgage Loans and the [__________] Serviced Mortgage Loan) (without the Special
Servicer's consent) or the Special Servicer (with respect to Specially Serviced
Mortgage Loans) may grant, without any Rating Agency confirmation as provided in
paragraph (a) above, a Mortgagor's request for consent to subject the related
Mortgaged Property to an easement or right-of-way for utilities, access,
parking, public improvements or another purpose, and may consent to
subordination of the related Mortgage Loan to such easement or right-of-way
provided the Master Servicer or the Special Servicer, as applicable, shall have
determined in accordance with the Servicing Standard that such easement or
right-of-way shall not materially interfere with the then-current use of the
related Mortgaged Property, or the security intended to be provided by such
Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or
materially or adversely affect the value of such Mortgaged Property or cause the
Mortgage Loan to cease to be a "qualified mortgage" for REMIC purposes.

            (c) Within [__] days of the Closing Date, with respect to each of
the Mortgage Loans covered by an environmental insurance policy, if any, the
Master Servicer shall notify the insurer under such environmental insurance
policy and take all other action necessary for the Trustee, on behalf of the
Certificateholders, to be an insured (and for the Master Servicer, on behalf of
the Trust Fund, to make claims) under such environmental insurance policy. In
the event that the Master Servicer has actual knowledge of any event (an
"Insured Environmental Event") giving rise to a claim under any environmental
insurance policy in respect of any Mortgage Loan covered thereby, the Master
Servicer shall, in accordance with the terms of such environmental insurance
policy and the Servicing Standard, timely make a claim thereunder with the
appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such environmental insurance policy
in order to realize the full value thereof for the benefit of the
Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with any such
claim under an environmental insurance policy shall be paid by the Master
Servicer and shall be reimbursable to it as a Servicing Advance. With respect to
each environmental insurance policy that relates to one or more Mortgage Loans,
the Master Servicer shall review and familiarize itself with the terms and
conditions relating to enforcement of claims and shall monitor the dates by
which any claim must be made or any action must be taken under such policy to
realize the full value thereof for the benefit of the Certificateholders in the
event the Master Servicer has actual knowledge of an Insured Environmental Event
giving rise to a claim under such policy.

            In the event that the Master Servicer receives notice of any
termination of any environmental insurance policy that relates to one or more
Mortgage Loans, the Master Servicer shall, within [__] Business Days after
receipt of such notice, notify the Special Servicer, the Controlling Class
Representative, the related Companion Holder (in the case of a Co-Lender Loan),
the Rating Agencies and the Trustee of such termination in writing. Upon receipt
of such notice, the Master Servicer with respect to non-Specially Serviced
Mortgage Loans, and the Special Servicer with respect to Specially Serviced
Mortgage Loans, shall address such termination in accordance with Section
3.07(a) in the same manner as it would the termination of any other Insurance
Policy required under the related Mortgage Loan documents. Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with a resolution of such termination of an environmental
insurance policy shall be paid by the Master Servicer and shall be reimbursable
to it as a Servicing Advance.

            (d) For the avoidance of doubt, any servicing obligation set forth
under this Section 3.08 of the Master Servicer or Special Servicer, as
applicable, for any Co-Lender Loan shall also apply to the related Companion
Loan.

            Section 3.09 Realization Upon Defaulted Mortgage Loans; Required
Appraisals.

            (a) The Special Servicer shall, subject to Sections 3.09(b) through
3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans or Companion Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including,
without limitation, pursuant to Section 3.20. Subject to the second paragraph of
Section 3.03(c), the Master Servicer shall advance all costs and expenses (other
than costs or expenses that would, if incurred, constitute a Nonrecoverable
Servicing Advance) incurred by the Special Servicer in any such proceedings, and
shall be entitled to reimbursement therefor as provided in Section 3.05(a).
Nothing contained in this Section 3.09 shall be construed so as to require the
Special Servicer, on behalf of the Trust Fund, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in
accordance with the Servicing Standard and in its reasonable and good faith
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan or Companion Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Master
Servicer or the Special Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of
bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund,
have an appraisal performed with respect to such property by an Independent
Appraiser or other expert in real estate matters; which appraisal shall take
into account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy and the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a), including without limitation, any environmental,
engineering or other third party reports available, and other factors that a
prudent real estate appraiser would consider.

            With respect to each Required Appraisal Mortgage Loan, the Special
Servicer will be required to obtain a Required Appraisal (or with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000, an
internal valuation performed by the Special Servicer) within [__] days of a
Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an appraisal
meeting the requirements of a Required Appraisal was obtained for such Required
Appraisal Mortgage Loan within the prior 12 months and the Special Servicer has
no actual knowledge of a material adverse change in the condition of the related
Mortgaged Property in which case such appraisal may be a letter update of the
Required Appraisal) and thereafter shall obtain a Required Appraisal (or with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, and in lieu of an Appraisal, an internal valuation performed by the
Special Servicer) once every 12 months (or sooner if the Special Servicer has
actual knowledge of a material adverse change in the condition of the related
Mortgaged Property) if such Mortgage Loan remains a Required Appraisal Mortgage
Loan. The Special Servicer will deliver a copy of each Required Appraisal (or
letter update or internal valuation) to the Master Servicer, the Controlling
Class Representative and the Trustee (and, if such Required Appraisal Mortgage
Loan is a Co-Lender Loan, to the related Companion Holder) within [__] Business
Days of obtaining such Required Appraisal (or letter update or internal
valuation). Subject to the second paragraph of Section 3.03(c), the Master
Servicer shall advance the cost of such Required Appraisal; provided, however,
that such expense will be subject to reimbursement to the Master Servicer as a
Servicing Advance out of the Certificate Account pursuant to Section 3.05(a)(vi)
and 3.05(a)(vii).

            Notwithstanding the foregoing, in no event shall the Master Servicer
or the Special Servicer obtain an appraisal of a Companion Loan pursuant to this
Section 3.09(a) to the extent the related Co-Lender Loan has been paid in full.

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

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

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which may be withdrawn from the Certificate Account pursuant
      to Section 3.05(a)) to the effect that the holding of such personal
      property as part of the Trust Fund (to the extent not allocable to a
      Companion Loan) will not cause the imposition of a tax on either of REMIC
      I or REMIC II under the REMIC Provisions or cause either of REMIC I or
      REMIC II to fail to qualify as a REMIC at any time that any Certificate is
      outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (which may include through a single member limited liability company
owned by the Trust), initiate foreclosure proceedings, obtain title to a
Mortgaged Property by 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 judgment of the Master Servicer or the Special Servicer, as the case
may be, made 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 (a "potentially responsible party"), unless (as evidenced by an
Officer's Certificate to such effect delivered to the Trustee that shall specify
all of the bases for such determination) the Special Servicer has previously
determined in accordance with the Servicing Standard, and based on an
Environmental Assessment of such Mortgaged Property performed by an Independent
Person who regularly conducts Environmental Assessments and performed within six
months prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Controlling
Class Representative and the Master Servicer), that:

<PAGE>

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that it would maximize the
      recovery to the Certificateholders on a 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
      actions as are necessary to bring the Mortgaged Property into compliance
      therewith in all material respects; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could reasonably be
      expected to be required, that it would maximize the recovery to the
      Certificateholders on a 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 actions with respect
      to the affected Mortgaged Property.

            The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment, as well as
the cost of any remedial, corrective or other further action contemplated by
clause (i) and/or clause (ii) of the preceding paragraph shall be at the expense
of the Trust Fund (except to the extent that such Additional Trust Fund Expense
is payable out of the proceeds of any Companion Loan pursuant to the related
Intercreditor Agreement and this Agreement); and if any such Environmental
Assessment so warrants, the Special Servicer shall perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the preceding paragraph have
been satisfied, the cost of which shall be at the expense of the Trust Fund.

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan and there is no breach of a representation or warranty
requiring repurchase under the applicable Mortgage Loan Purchase Agreement, 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 Trustee, release all or a
portion of such Mortgaged Property from the lien of the related Mortgage;
provided that, if such Mortgage Loan has a then outstanding principal balance of
greater than $1,000,000, then prior to the release of all or a portion of the
related Mortgaged Property from the lien of the related Mortgage, (i) the
Special Servicer shall have notified the Rating Agencies, the Trustee, the
Controlling Class Representative and the Master Servicer in writing of its
intention to so release all or a portion of such Mortgaged Property and the
bases for such intention, (ii) the Trustee shall have notified the
Certificateholders in writing of the Special Servicer's intention to so release
all or a portion of such Mortgaged Property and (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within [__] days of the Trustee's distributing such notice (failure
to respond by the end of such [__]-day period being deemed consent).

            (e) The Special Servicer shall report to the Master Servicer, the
Controlling Class Representative and the Trustee monthly in writing as to any
actions taken by the Special Servicer with respect to any Mortgaged Property
that represents security for a Defaulted Mortgage Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) thereof has not been
satisfied, in each case until the earlier to occur of satisfaction of all such
conditions and release of the lien of the related Mortgage on such Mortgaged
Property.

            (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 Mortgage Loan or Companion Loan permit such an action and
shall, in accordance with the Servicing Standard, seek such deficiency judgment
if it deems advisable.

            (g) The Master Servicer shall, with the reasonable cooperation of
the Special Servicer, prepare and file information returns with respect to
reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to any Mortgaged Property securing a Mortgage Loan
and, if applicable, Companion Loan required by Sections 6050J and 6050P of the
Code and each year deliver to the Trustee an Officer's Certificate stating that
such reports have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050J and
6050P of the Code.

            (h) The Special Servicer shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination in respect of any
Mortgage Loan, Companion Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate (together
with the basis and back-up documentation for the determination) delivered to the
Trustee, the Controlling Class Representative and the Master Servicer no later
than the third Business Day following such Final Recovery Determination.

            (i) Upon reasonable request of the Master Servicer, the Special
Servicer shall deliver to it and the related Sub-Servicer any other information
and copies of any other documents in its possession with respect to a Specially
Serviced Mortgage Loan or the related Mortgaged Property.

            Section 3.10 Trustee and Custodian 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 promptly notify
the Trustee in writing, who shall release or cause the related Custodian to
release, by a certification (which certification shall be in the form of a
Request for Release in the form of Exhibit D-1 attached hereto and shall be
accompanied by the form of a release or discharge and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File. Upon
receipt of such certification and request, the Trustee shall release, or cause
any related Custodian to release, the related Mortgage File to the Master
Servicer and shall deliver to the Master Servicer such release or discharge,
duly executed. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account or the Distribution Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan (including any related Companion Loan), the
Master Servicer or the Special Servicer shall otherwise require any Mortgage
File (or any portion thereof), the Trustee, upon request of the Master Servicer
and receipt from the Master Servicer of a Request for Release in the form of
Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon
request of the Special Servicer and receipt from the Special Servicer of a
Request for Release in the form of Exhibit D-2 attached hereto, 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 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, a copy of the Request for Release
shall be released by the Trustee or related Custodian to the Master Servicer or
the Special Servicer, as applicable.

            (c) Within [__] Business Days (or within such shorter period (but no
less than [__] Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may, subject to Section 3.01(b),
execute and deliver in the name of the Trustee based on a limited power of
attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)),
in the form supplied to the Trustee, any court pleadings, requests for trustee's
sale or other documents stated by the Special Servicer to be reasonably
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or REO Property or to any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note (including any note evidencing a
related Companion Loan) 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 Fund, the Master Servicer or the Special
Servicer. Together with such documents or pleadings, the Special Servicer shall
deliver to the Trustee a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

<PAGE>

            Section 3.11 Servicing Compensation.

            (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 REO
Loan. No Master Servicing Fee shall be payable with respect to any Companion
Loan unless such fee is expressly set forth in the related Intercreditor
Agreement. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee
shall accrue at the related Master Servicing Fee Rate and on the same principal
amount respecting which the related interest payment due on such Mortgage Loan
or deemed to be due on such REO Loan is computed and calculated on the basis of
a 360-day year consisting of twelve 30-day months (or, in the event of a
Principal Prepayment in full or other Liquidation Event with respect to a
Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse
from and including the related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Event in a month consisting of 30 days). The
Master Servicing Fee with respect to the [__________] Loan will be set forth on
the Mortgage Loan Schedule. 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. Earned but unpaid Master Servicing Fees shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan and REO Revenues allocable as interest on each REO Loan. The Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of
any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds
or Liquidation Proceeds allocable as recoveries of interest, to the extent
permitted by Section 3.05(a)(iii) and otherwise as provided in Section
3.05(a)(vii). 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.

            (b) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest, assumption application fees if the related
assumption is completed, modification fees for modifications to Mortgage Loans
or Companion Loans that are not Specially Serviced Mortgage Loans made by the
Master Servicer pursuant to Section 3.20(i), defeasance fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and any similar fees (excluding Prepayment Premiums or Yield
Maintenance Charges), in each case to the extent actually paid by a Mortgagor
with respect to a Mortgage Loan or Companion Loan and, with respect to late
payment charges and penalty charges, accrued during the time that such Mortgage
Loan or Companion Loan was not a Specially Serviced Mortgage Loan, and (ii)
fifty percent (50%) of (A) any assumption fees and (B) any assumption
application fees if the related assumption fails to be completed, in each case
to the extent actually paid by a Mortgagor with respect to any Mortgage Loan or
Companion Loan if such Mortgage Loan or Companion Loan is not a Specially
Serviced Mortgage Loan, may be retained by the Master Servicer and are not
required to be deposited in the Certificate Account; provided that the Master
Servicer's right to receive late payment charges and Penalty Interest pursuant
to clause (i) above shall be limited to the portion of such items that have not
been applied to pay interest on Advances as provided in Sections 3.03(d) and
4.03(d) or Additional Trust Fund Expenses (other than Special Servicing Fees,
Workout Fees and/or Liquidation Fees) or interest on Advances pursuant to this
Section 3.11(b). To the extent the Master Servicer or the Special Servicer
receives late payment charges or Penalty Interest on a Mortgage Loan for which
interest on Advances or Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage
Loan and not previously reimbursed to the Trust Fund, the Master Servicer shall
deposit in the Certificate Account, on or prior to the P&I Advance Date
following the collection of such late payment charges or Penalty Interest, an
amount equal to the lesser of (i) the amount of late payment charges or Penalty
Interest received on such Mortgage Loan or (ii) the sum of the amount of
interest paid to the Master Servicer on Advances related to such Mortgage Loan
since the Closing Date for which the Trust Fund has not been previously
reimbursed and the amount of Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage
Loan incurred since the Closing Date and not previously reimbursed to the Trust
Fund. To the extent that the Master Servicer is not entitled to late payment
charges or Penalty Interest pursuant to the immediately preceding sentence, the
Master Servicer shall deposit such late payment charges and Penalty Interest in
the Certificate Account. Penalty Interest or late payment charges in respect of
any Mortgage Loan or Companion Loan which has accrued during the period when the
related Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage
Loan shall be additional compensation to the Master Servicer even if collected
during the period when the related Mortgage Loan or Companion Loan is a
Specially Serviced Mortgage Loan. The Master Servicer shall also be entitled to
additional servicing compensation in the form of (i) Prepayment Interest
Excesses; (ii) interest or other income earned on deposits in the Certificate
Account and the Interest Reserve Account, in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
such account for each Collection Period), and (iii) to the extent not required
to be paid to any Mortgagor under applicable law or the terms of the related
Mortgage Loan or Companion Loan, any interest or other income earned on deposits
in the Reserve Accounts and Servicing Accounts maintained thereby.

            The Master Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy 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, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement. The Master Servicer shall not waive or agree to any
discount of any portion of assumption fees to which the Special Servicer is
entitled.

            (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue at
the Special Servicing Fee Rate and on the same principal amount respecting which
the related interest payment due on such Specially Serviced Mortgage Loan or
deemed to be due on such REO Loan is computed and calculated on the basis of a
360-day year consisting of twelve 30-day months (or, in the event of a Principal
Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or
REO Loan, on the basis of the actual number of days to elapse from and including
the related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). The Special Servicing Fee
with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees
shall be payable monthly out of general collections on the Mortgage Loans,
Companion 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, so long as such loan remains a 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 collection
of interest (other than Additional Interest and Penalty Interest) and principal
received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan (net of any portion of such collection payable or
reimbursable to the Master Servicer, the Special Servicer, or the Trustee for
any related unpaid or unreimbursed Master Servicing Fees and/or Advances)
received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if a 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 such Mortgage Loan and,
if applicable, Companion Loan again became a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns, it will retain the right to receive
any and all Workout Fees payable with respect to any Specially Serviced Mortgage
Loan that became a Corrected Mortgage Loan during the period that it acted as
Special Servicer and remained a Corrected Mortgage Loan at the time of its
termination or resignation or if the Special Servicer resolved the circumstances
and/or conditions (including by way of a modification of the related Mortgage
Loan documents) causing the Mortgage Loan to be a Specially Serviced Mortgage
Loan, but the Mortgage Loan had not as of the time the Special Servicer is
terminated or resigns become a Corrected Mortgage Loan because the related
borrower had not made three consecutive monthly debt service payments (but made
the most recent monthly debt service payment prior to the termination of the
Special Servicer) and subsequently becomes a Corrected Mortgage Loan as a result
of making three such consecutive payments. The successor Special Servicer will
not be entitled to any portion of those Workout Fees.

            In addition, with respect to each Specially Serviced Mortgage Loan
and REO Loan or Mortgage Loan subject to repurchase by the applicable Mortgage
Loan Seller (to the extent such Mortgage Loan was not repurchased within the
cure period specified in the related Mortgage Loan Purchase Agreement) (or
Qualified Substitute Mortgage Loan substituted in lieu thereof), the Special
Servicer shall be entitled to the Liquidation Fee payable out of, and calculated
by application of the Liquidation Fee Rate to, all amounts (whether in the form
of payments of Liquidation Proceeds or REO Revenues or a full or discounted
payoff by the Mortgagor) received in respect of such Mortgage Loan or Companion
Loan (or, in the case of an REO Loan, in respect of the related REO Property)
and allocable as a full or partial recovery of principal, interest and expenses
in accordance with Section 3.02(b) or the definition of "REO Loan," as
applicable; provided that no Liquidation Fee shall be payable in connection
with, or out of (i) Insurance Proceeds and (ii) Liquidation Proceeds resulting
from the purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement if purchased within
the cure period set forth in Section 3(c) of such Mortgage Loan Purchase
Agreement, by the Majority Subordinate Certificateholder, the Companion Holder,
or the Special Servicer pursuant to Section 3.18(c), Section 3.18(d), Section
3.18(e), Section 3.18(h) or by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder or the purchasing Certificateholder
pursuant to Section 9.01, or any mezzanine lender pursuant to the related
mezzanine intercreditor agreement if purchased by the mezzanine lender within
[__] days of the related Mortgage Loan becoming a Specially Serviced Mortgage
Loan; and (iii) Liquidation Proceeds resulting from the remittance by the
related Mortgage Loan Seller pursuant to Section 2.03 (if remitted within the
cure period set forth for repurchase in the related Mortgage Loan Purchase
Agreement); and provided, further, that no Liquidation Fee shall be payable (i)
in connection with a Periodic Payment received in connection with such Mortgage
Loan or (ii) to the extent a Workout Fee is payable concerning the Liquidation
Proceeds.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under Sections 6.02, 6.04 and 6.09.

            (d) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest received on or with respect to Specially
Serviced Mortgage Loans actually collected that, with respect to late payment
charges and penalty charges, accrued during the time that the related Mortgage
Loan was a Specially Serviced Mortgage Loan, (ii) one hundred percent (100%) of
any assumption application fees and assumption fees with respect to any
Specially Serviced Mortgage Loan and fifty percent (50%) of (A) any assumption
fees and (B) any assumption application fees if the related assumption fails to
be completed with respect to any Mortgage Loan or Companion Loan if such
Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan, in
each case to the extent actually paid by a Mortgagor, and (iii) modification
fees collected on all Mortgage Loans or Companion Loans (other than
modifications made by the Master Servicer pursuant to Section 3.20(i)), in each
case to the extent actually paid by the related Mortgagor, shall be retained by
the Special Servicer or promptly paid to the Special Servicer by the Master
Servicer and shall not be required to be deposited in the Certificate Account;
provided that the Special Servicer's right to receive late payment charges and
Penalty Interest pursuant to clause (i) above shall be limited to the portion of
such items that have not been applied to pay interest on Advances and property
inspection costs in respect of the related Mortgage Loan as provided in Sections
3.03(d), 3.12(a) and 4.03(d) or Additional Trust Fund Expenses (other than
Special Servicing Fees, Workout Fees and/or Liquidation Fees) pursuant to this
Section 3.11(d). To the extent the Master Servicer or the Special Servicer
receives late payment charges or Penalty Interest on a Mortgage Loan for which
interest on Advances or Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage
Loan and not previously reimbursed to the Trust Fund, the Special Servicer shall
transfer to the Master Servicer for deposit in the Certificate Account, on or
prior to the P&I Advance Date following the collection of such late payment
charges or Penalty Interest, an amount equal to the lesser of (i) the amount of
late payment charges or Penalty Interest received on such Mortgage Loan or (ii)
the sum of the amount of interest paid to the Master Servicer on Advances
related to such Mortgage Loan incurred since the Closing Date for which the
Trust Fund has not been previously reimbursed and the amount of Additional Trust
Fund Expenses (other than Special Servicing Fees, Workout Fees and/or
Liquidation Fees) related to such Mortgage Loan since the Closing Date and not
previously reimbursed to the Trust Fund. To the extent that the Special Servicer
is not entitled to late payment charges or Penalty Interest pursuant to the
immediately preceding sentence, the Special Servicer shall promptly transfer
such late payment charges and Penalty Interest to the Master Servicer who shall
deposit such late payment charges and Penalty Interest in the Certificate
Account. The Special Servicer shall also be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits in
the REO Account, if established, in accordance with Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to the REO
Account for each Collection Period); and (ii) to the extent not required to be
paid to any Mortgagor under applicable law, any interest or other income earned
on deposits in the Servicing Accounts maintained by the Special Servicer. The
Special Servicer shall be required to pay out of its own funds all general and
administrative expenses incurred by it in connection with its servicing
activities hereunder, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in Section 3.05(a) if and to
the extent such expenses are not payable directly out of the Certificate Account
or the REO Account.

            Section 3.12 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

            (a) (i) The Special Servicer shall perform or cause to be performed
a physical inspection of a Mortgaged Property as soon as practicable after a
related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the
Master Servicer (in the case of non-Specially Serviced Mortgage Loans other than
the [__________] Serviced Mortgage Loan) or the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as the related Debt Service
Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a
Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared
by the Special Servicer, such expense shall be reimbursable first out of Penalty
Interest and late payment charges otherwise payable to the Special Servicer and
received in the Collection Period during which such inspection related expenses
were incurred, then as an Additional Trust Fund Expense (except to the extent
that such Additional Trust Fund Expense is payable out of the proceeds of any
Companion Loan pursuant to the related Intercreditor Agreement and this
Agreement). Each of the Master Servicer for each Mortgage Loan (other than a
Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each
Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the
Master Servicer, at its expense) perform or cause to be performed an inspection
of all the Mortgaged Properties at least once per calendar year (or, in the case
of each Mortgaged Property securing a Mortgage Loan (other than a Specially
Serviced Mortgage Loan) with a then current principal balance (or allocated loan
amount) of less than $2,000,000 at the time of such inspection, every other
calendar year) beginning in [___]; provided, however, the Master Servicer shall
not be required to inspect any Mortgaged Property that has been inspected by the
Special Servicer during the immediately preceding six months. The Special
Servicer and the Master Servicer shall each prepare (and, in the case of the
Special Servicer, shall deliver to the Master Servicer) a written report of each
such inspection performed by it that sets forth in detail the condition of the
Mortgaged Property and that specifies the existence of: (i) any sale, transfer
or abandonment of the Mortgaged Property of which it is aware, (ii) any change
in the condition or value of the Mortgaged Property that it, in its reasonable
judgment, considers material, or (iii) any visible waste committed on the
Mortgaged Property. The Master Servicer shall deliver such reports to the
Trustee within [__] days of the related inspection and the Trustee shall,
subject to Section 3.15, make copies of all such inspection reports available
for review by Certificateholders and Certificate Owners during normal business
hours at the offices of the Trustee at all times after the Trustee's receipt
thereof. Upon written request and at the expense of the requesting party, the
Trustee shall deliver copies of any such inspection reports to
Certificateholders and Certificate Owners. The Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a loan that is not a Specially Serviced
Mortgage Loan; provided that the Special Servicer obtains the approval of the
Master Servicer prior to such inspection, and provides a copy of such inspection
to the Master Servicer; provided, further, that the Master Servicer and the
Special Servicer shall not both inspect a Mortgaged Property that is not
securing a Specially Serviced Mortgage Loan in the same calendar year. If the
Special Servicer performs such inspection, such inspection shall satisfy the
Master Servicer's inspection obligations pursuant to this paragraph (a).

            With respect to site inspection information, the Master Servicer
shall make such inquiry of any Mortgagor under any related Mortgage Loan as the
Special Servicer may reasonably request.

            If the Special Servicer initiates a servicing transfer under clause
(b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special
Servicer shall give written notice thereof to the Master Servicer, the
Controlling Class Representative and the Trustee in order to effectuate such
transfer.

            (b) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties
providing the required information as of the end of the preceding calendar
month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report
and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on
the first Business Day following each Determination Date, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer the following
reports with respect to the Mortgage Loans (and, if applicable, the related REO
Properties) (or, as to clause (v) below, only with respect to Specially Serviced
Mortgage Loans) providing the required information as of such Determination
Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan
Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report,
(iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status
Report.

            (c) Not later than 4:00 p.m. (New York City time) on the third
Business Day after each Determination Date, the Master Servicer shall deliver or
cause to be delivered to the Trustee (in electronic format acceptable to the
Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan
Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation
Report and CMSA REO Status Report received from the Special Servicer pursuant to
Section 3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status
Report and a CMSA Financial File, each with the required information as of the
end of the preceding calendar month (in each case combining the reports prepared
by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level
Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the
required information as of such Determination Date (in each case combining the
reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA
Servicer Watchlist with the required information as of such Determination Date;
and (E) a CMSA Advance Recovery Report, with the required information as of such
Determination Date.

            (d) The Special Servicer will deliver to the Master Servicer the
reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master
Servicer shall deliver to the Trustee the reports set forth in this Section 3.12
in an electronic format reasonably acceptable to the Special Servicer and the
Master Servicer with respect to the reports set forth in Section 3.12(b) and
this Section 3.12(d) and the Master Servicer and the Trustee with respect to the
reports set forth in Section 3.12(c). 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 this Section 3.12(d) and the [__________] Master
Servicer to the extent required to be provided pursuant to the [__________]
Pooling and Servicing Agreement. The Trustee may, absent manifest error,
conclusively rely on the CMSA Loan Periodic Update File to be provided by the
Master Servicer pursuant to Section 4.02(b). In the case of information or
reports to be furnished by the Master Servicer to the Trustee pursuant to this
Section 3.12, to the extent that such information is based on reports to be
provided by the Special Servicer pursuant to Section 3.12(b) and this Section
3.12(d) and, to the extent that such reports are to be prepared and delivered by
the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the
Master Servicer shall have no obligation to provide such information or reports
until it has received such 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 this Section 3.12 to the extent caused by the
Special Servicer's failure to timely provide any report required under Section
3.12(b) and this Section 3.12(d) of this Agreement.

            The Special Servicer, in the case of any Specially Serviced Mortgage
Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage
Loans, shall endeavor, consistent with the Servicing Standard, to obtain
quarterly and annual operating statements and rent rolls with respect to the
related Mortgage Loans and REO Properties, which efforts shall include (i) in
the case of the Mortgage Loans other than the [__________] Serviced Mortgage
Loan, a letter sent to the related Mortgagor each quarter (followed up with
telephone calls) requesting such quarterly and annual operating statements and
rent rolls until they are received to the extent such action is consistent with
applicable law and the related Mortgage Loan documents, and (ii) with respect to
the [__________] Serviced Mortgage Loan, a letter sent to the [__________]
Master Servicer to provide such information to the extent required to be
delivered pursuant to the [__________] Intercreditor Agreement.

            The Special Servicer shall promptly, following receipt, deliver
copies of the operating statements and rent rolls received or obtained by it to
the Master Servicer, and the Master Servicer shall deliver copies of the
operating statements and rent rolls received or obtained by it to the Rating
Agencies, the Trustee, the Special Servicer or the Controlling Class
Representative in each case (other than the Rating Agencies and the Controlling
Class Representative which shall be sent copies within [__] days following the
Master Servicer's receipt) upon request.

            Within [__] days after receipt by the Master Servicer or the Special
Servicer of any annual operating statements with respect to any Mortgaged
Property or REO Property, as applicable, each of the Master Servicer and the
Special Servicer shall prepare or update and, with respect to any CMSA NOI
Adjustment Worksheet prepared or updated by the Special Servicer, forward to the
Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or
REO Property (with the annual operating statements attached thereto as an
exhibit).

            The Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer with respect to each other
Mortgage Loan, shall each prepare and maintain and forward to each other one
CMSA Operating Statement Analysis for each Mortgaged Property and REO Property,
as applicable; provided, however, that with respect to the [__________] Loan,
the Master Servicer shall forward to each recipient of a CMSA Operating
Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis
received from the [__________] Master Servicer related to the [__________] Loan.
The CMSA Operating Statement Analysis for each Mortgaged Property and REO
Property is to be updated by each of the Master Servicer and the Special
Servicer, as applicable, within [__] days after its respective receipt of
updated operating statements for such Mortgaged Property and REO Property, as
the case may be, but in no event less frequently than annually by June 30th of
each year. The Master Servicer and the Special Servicer shall each use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged
Property or REO Property, as the case may be, to update the corresponding CMSA
Operating Statement Analysis and shall use any operating statements received
with respect to any Mortgaged Property or REO Property, as the case may be, to
prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA
Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made
available by the Master Servicer to the Trustee, the Special Servicer or the
Controlling Class Representative in each case upon request.

            (e) With respect to the [__________] Loan, the Master Servicer and
the Special Servicer, as applicable, will provide the related Companion Holders
with copies of any and all documents, certificates, instruments, notices,
reports, operating statements, rent rolls, correspondences and other information
required to be delivered pursuant to the terms of the [__________] Intercreditor
Agreement.

            Section 3.13 Annual Reports on Assessment of Compliance with
Servicing Criteria and Annual Reports on Assessment of Compliance with Servicing
Criteria.

            (a) On or before noon (Eastern Time) on March 1 of each year,
commencing in March 2007, the Master Servicer, the Special Servicer and the
Trustee, each at its own expense, shall furnish, and the Master Servicer and
Special Servicer shall cause each Servicing Participant with which it has
entered into a relationship with respect to the Mortgage Loans to furnish and
the Master Servicer shall cause each Additional Servicer to furnish, with a copy
to the Rating Agencies and the Controlling Class Representative, a report on an
assessment of compliance with the Servicing Criteria that contains (i) a
statement by such Reporting Party of its responsibility for assessing compliance
with the Servicing Criteria applicable to it, (ii) a statement that such
Reporting Party used the Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (iii) such Reporting Party's assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending
the end of the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 8.17, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (iv) a statement that a
registered public accounting firm has issued an attestation report on such
Reporting Party's assessment of compliance with the Relevant Servicing Criteria
as of and for such period. The Trustee, within 2 Business Days of failure to
report, shall notify the Master Servicer, the Special Servicer and each
Servicing Participant of its failure to provide such report as required under
this Section 3.13(a) whereupon the Master Servicer, the Special Servicer or any
such Servicing Participant shall have until March 15 of such year (or March 14
if a leap year) to furnish such report on an assessment of compliance in
accordance with the previous sentence. Promptly after receipt of each such
report, the Depositor may review each such report and, if applicable, consult
with the Trustee, the Master Servicer and the Special Servicer as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria
by the Trustee, the Master Servicer, the Special Servicer or any Servicing
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans. Neither the Master Servicer nor the Special Servicer
shall be required to cause the delivery of any such statements until April 15 in
any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust Fund for the preceding calendar year.

            Each such report shall be addressed to the Depositor and signed by
an authorized officer of the applicable company, and shall address each of the
Servicing Criteria specified on a certification substantially in the form of
Exhibit S hereto delivered to the Depositor on the Closing Date. Promptly after
receipt of each such report, (i) the Depositor shall review each such report
and, if applicable, consult with the Master Servicer, the Special Servicer
and/or the Trustee as to the nature of any material instance of noncompliance
with the Servicing Criteria applicable to it (and each Sub-Servicer or Servicing
Participant engaged or utilized by the Master Servicer, the Special Servicer or
the Trustee, as applicable), and (ii) the Trustee shall confirm that the
assessments, taken as a whole address all of the Servicing Criteria, and taken
individually address the Servicing Criteria applicable to each party as set
forth on Exhibit S and notify the Depositor of any exceptions. None of the
Master Servicer, the Special Servicer, the Trustee or any Servicing Participant
shall be required to cause the delivery of any such assessments until March 10
in any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year.

            On the Closing Date, the Master Servicer, the Special Servicer and
the Trustee shall furnish to the Depositor the Servicing Criteria applicable to
it, in the form of Exhibit S hereto appropriately completed (and any Servicing
Participant that the Master Servicer, Special Servicer or Trustee has entered
into a servicing relationship).

            No later than the end of each fiscal year for the Trust, the Master
Servicer and the Special Servicer shall notify the Trustee and the Depositor as
to the name of each Subservicer engaged by it and each Servicing Participant
utilized by it, and the Trustee shall notify the Depositor as to the name of
each Servicing Participant utilized by it, and each such notice will specify
what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Participant. When the Master Servicer,
the Special Servicer and the Trustee submit their assessments pursuant to
Section 3.13(a), the Master Servicer, the Special Servicer and the Trustee, as
applicable, will also at such time include the assessment (and related
attestation pursuant to Section 3.14) of each Servicing Participant engaged by
it.

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause any Servicing Participant
engaged by it or formerly engaged by it to provide, and the Master Servicer
shall use its reasonable efforts to cause any Additional Servicer that resigns
or is terminated under any applicable servicing agreement to provide, an annual
assessment of compliance pursuant to this Section 3.13, coupled with an
attestation as required in Section 8.17 with respect to the period of time that
the Master Servicer, the Special Servicer or the Trustee was subject to this
Agreement or the period of time that the Additional Servicer was subject to such
other servicing agreement.

            (b) The Trustee, the Master Servicer and the Special Servicer shall,
and the Master Servicer (or, in the case of the Master Servicer with respect to
the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts
to cause) and Special Servicer shall cause each Servicing Participant with which
it has entered into a relationship with respect to the Mortgage Loans, to
deliver to the Depositor and the Trustee on or before March 1 of each year,
commencing in March 2007, an Officer's Certificate stating, as to the Trustee,
the Master Servicer, the Special Servicer or the Additional Servicer, as
applicable, that (i) a review of such entity's activities during the preceding
calendar year or portion thereof and of such entity's performance under this
Agreement, or the applicable servicing agreement in the case of a any Additional
Servicer, has been made under such officer's supervision and (ii) to the best of
such officer's knowledge, based on such review, such entity has fulfilled all
its obligations under this Agreement, or the applicable sub-servicing agreement
or primary servicing agreement in the case of any Additional Servicer, in all
material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. The
Trustee, within 2 Business Days of failure to receive the foregoing certificate,
shall notify the Master Servicer, the Special Servicer and each Servicing
Participant of its failure to provide such certificate as required under this
Section 3.13(b), whereupon the Master Servicer, the Special Servicer or any such
Servicing Participant shall have until March 15 of such year (or March 14 if
such year is a leap year) to furnish such certificate in accordance with the
previous sentence. The Trustee, the Master Servicer and the Special Servicer
shall, and the Master Servicer (or, in the case of the Master Servicer with
respect to the Sub-Servicers identified on Exhibit Y hereto, shall use
reasonable efforts to cause) and the Special Servicer shall cause each
Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans to, forward, or make available a copy of each such
statement to the Rating Agencies and the Controlling Class Representative.
Promptly after receipt of each such Officer's Certificate, the Depositor may
review such Officer's Certificate and, if applicable, consult with the Trustee,
the Master Servicer or the Special Servicer, as applicable, as to the nature of
any failures by the Trustee, the Master Servicer or the Special Servicer,
respectively, or any related any Additional Servicer with which the Master
Servicer or the Special Servicer, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the
Master Servicer's or Special Servicer's obligations hereunder or under the
applicable servicing agreement.

            The obligations of the Master Servicer, the Special Servicer, the
Trustee and each Additional Servicer under this Section apply to the Master
Servicer, the Special Servicer, the Trustee and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not the Master
Servicer, the Special Servicer, the Trustee or Additional Servicer is acting as
the Master Servicer, the Special Servicer, the Trustee or Additional Servicer at
the time such Officer's Certificate is required to be delivered.

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and the Master Servicer shall use its reasonable efforts to
cause any Additional Servicer that resigns or is terminated under any applicable
servicing agreement to provide, an annual statement of compliance pursuant to
this Section 3.13 with respect to the period of time that the Master Servicer,
the Special Servicer or the Trustee was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing
agreement.

            Section 3.14 Attestation by Independent Public Accountants.

            On or before noon (Eastern Time) on March 1 of each year, commencing
in March 2007, the Master Servicer, the Special Servicer and the Trustee, each
at its own expense, shall cause, and the Master Servicer (or, in the case of the
Master Servicer with respect to the Sub-Servicers identified on Exhibit Y
hereto, shall use reasonable efforts to cause), the Special Servicer and the
Trustee shall cause each Servicing Participant with which it has entered into a
relationship with respect to the Mortgage Loans to cause, and the Master
Servicer shall cause each Additional Servicer to cause, a registered public
accounting firm (which may also render other services to the Master Servicer,
the Special Servicer, the Trustee or the applicable Servicing Participant, as
the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee and the Depositor, with a
copy to the Rating Agencies and the Controlling Class Representative, to the
effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Party, which includes an assertion that such
Reporting Party has complied with the Relevant Servicing Criteria and (ii) on
the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, attests to and reports on such Reporting Party's assessment of
compliance with the Relevant Servicing Criteria. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion. The Trustee, within
2 Business Days of failure to receive the foregoing attestation report, shall
notify the Master Servicer, the Special Servicer and each Servicing Participant
of its failure to cause such attestation report to be provided as required under
this Section 3.14, whereupon the Master Server, the Special Servicer or any such
Servicing Participant shall have until March 15 (or March 14 if such year is a
leap year) to cause such attestation report to be provided in accordance with
the previous sentence. Each such related accountant's attestation report shall
be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. Such report must be available for
general use and not contain restricted use language. Promptly after receipt of
such report from the Trustee, the Master Servicer, the Special Servicer or any
Servicing Participant, the Depositor may review the report and, if applicable,
consult with the Trustee, the Master Servicer or the Special Servicer as to the
nature of any defaults by the Trustee, the Master Servicer, the Special Servicer
or any Servicing Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, as the case may be, in the
fulfillment of any of the Trustee's, the Master Servicer's, the Special
Servicer's or the applicable Servicing Participant's obligations hereunder or
under the applicable servicing agreement. The Trustee, the Master Servicer and
the Special Servicer shall not be required to cause the delivery of such reports
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Report on Form 10-K is not required to be filed in
respect of the Trust Fund for the preceding calendar year. The Trustee shall
confirm that each accountants' attestation report submitted pursuant to this
Section relates to an assessment of compliance meeting the requirements of
Section 3.13(a) and notify the Depositor of any exceptions.

            Section 3.15 Access to Certain Information.

            (a) Upon [___] days prior written notice, the Master Servicer (with
respect to the items in clauses (a), (b) (other than Distribution Date
Statements), (c), (d), (e), (f), (h) and (i) below, unless such item was not
delivered to the Master Servicer), the Special Servicer (with respect to the
items in clauses (c), (d), (g), (h) and (i) below) to the extent such items are
in its possession and the Trustee (with respect to the items in clauses (b) and
(i) below and any other items, to the extent in its possession) shall make
available at their respective offices primarily responsible for administration
of the Mortgage Loans (or in the case of the Trustee, at its Corporate Trust
Office, except with respect to documents which constitute part of the Mortgage
Files, which will be maintained at its offices in Minnesota), during normal
business hours, or send to the requesting party, such party having been
certified to the Trustee, the Master Servicer or the Special Servicer, as
applicable, in accordance with (a) and (b) in the following paragraph, as
appropriate, at the expense of such requesting party (unless otherwise provided
in this Agreement), for review by any Certificate Owner or Certificateholder or
any Person identified by a Certificate Owner or Certificateholder or its
designated agent to the Trustee, the Master Servicer or the Special Servicer, as
the case may be, as a prospective transferee of any Certificate or interest
therein or a Companion Loan or any interest therein (to the extent such
information is related to such Companion Loan or the related Mortgage Loan), the
Trustee, the Rating Agencies, the Underwriters and any applicable regulator or
potential purchaser specified thereby and the Depositor, originals or copies of
the following items: (a) this Agreement and any amendments thereto, (b) all
Distribution Date Statements delivered to holders of the relevant Class of
Certificates since the Closing Date and all reports, statements and analyses
delivered by the Master Servicer since the Closing Date pursuant to Section
3.12(c), (c) all Officer's Certificates delivered by the Master Servicer or the
Special Servicer since the Closing Date pursuant to Section 3.13, (d) all
accountants' reports delivered to the Master Servicer in respect of itself or
the Special Servicer since the Closing Date as described in Section 3.14, (e)
the most recent property inspection report prepared by or on behalf of the
Master Servicer in respect of each Mortgaged Property and any Environmental
Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged
Property annual operating statements and rent roll, if any, collected by or on
behalf of the Master Servicer, (g) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Special Servicer
and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the
Servicing File relating to each Mortgage Loan and (i) any and all Officer's
Certificates and other evidence delivered by the Master Servicer or the Special
Servicer, as the case may be, to support its determination that any Advance was,
or if made, would be, a Nonrecoverable Advance pursuant to Sections 3.03(e) or
4.03(c), including appraisals affixed thereto and any Required Appraisal
prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing
items will be available from the Master Servicer, the Special Servicer or the
Trustee, as the case may be, upon request and shall be provided to any of the
Rating Agencies at no cost pursuant to their reasonable requests.

            In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall require: (a)
in the case of Certificate Owners and the Controlling Class Representative, a
confirmation (which in the case of the Controlling Class Representative may be a
standing confirmation) executed by the requesting Person substantially in the
form of Exhibit K-1 hereto (or such other form as may be reasonably acceptable
to the Trustee, the Master Servicer or the Special Servicer, as applicable)
generally to the effect that such Person is a beneficial holder of Book-Entry
Certificates, or a representative of a beneficial holder of Book-Entry
Certificates, and, subject to the last sentence of this paragraph, will keep
such information confidential (except that such Certificate Owner and the
Controlling Class Representative may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein; provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (b) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit K-2 hereto (or such other form as
may be reasonably acceptable to the Trustee, the Master Servicer or the Special
Servicer, as applicable) 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,
subject to the last sentence of this paragraph, will otherwise keep such
information confidential. The Holders of the Certificates, by their acceptance
thereof, and the Controlling Class Representative, by its acceptance of its
appointment, will be deemed to have agreed, subject to the last sentence of this
paragraph, to keep such information confidential (except that any Holder may
provide such information obtained by it to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein; provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential) and agrees
not to use such information in any manner that would violate federal, state or
local securities laws. Notwithstanding the foregoing, no Certificateholder,
Certificate Owner or prospective Certificateholder or Certificate Owner shall be
obligated to keep confidential any information received from the Trustee, the
Master Servicer or the Special Servicer, as applicable, pursuant to this Section
3.15 that has previously been made available via the Trustee's, the Master
Servicer's or Special Servicer's Internet Website without restriction as to
access as permitted pursuant to the terms of this Agreement, as applicable, or
has previously been filed with the Commission, and the Trustee, the Master
Servicer or the Special Servicer, as applicable, shall not require either of the
certifications contemplated by the second preceding sentence in connection with
providing any information pursuant to this Section 3.15 that has previously been
made available via the Trustee's, the Master Servicer's or Special Servicer's
Internet Website without restriction as to access in compliance with the terms
of this Agreement, as applicable, or has previously been filed with the
Commission.

<PAGE>

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC,
the Federal Reserve Board and any other banking or insurance regulatory
authority that may exercise authority over any Certificateholder or a Companion
Loan or any interest therein (to the extent such information is related to such
Companion Loan or the related Mortgage Loan), 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 or contract or to the
extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the Companion Holders. Such
access shall be afforded 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.

            The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate Owner
or holder of a Companion Loan, as applicable, of a sum sufficient to cover the
reasonable costs and expenses of providing any such information or access
pursuant to this Section 3.15 to, or at the request of, the Certificateholders
or Certificate Owners or prospective transferees or holder of a Companion Loan,
as applicable, including, without limitation, copy charges and, in the case of
Certificateholders or Certificate Owners or holder of a Companion Loan, if
applicable, requiring on site review in excess of [__] Business Days, reasonable
fees for employee time and for space.

            (b) The Trustee shall, and the Master Servicer may, but is not
required to, make available on or prior to the Distribution Date in each month
to the general public (i) the Distribution Date Statement via their respective
Internet Websites, (ii) as a convenience for the general public, the Prospectus
Supplement, the Prospectus and this Agreement on their respective Internet
Websites and (iii) any other items at the request of the Depositor via their
respective Internet Websites. In addition, the Trustee shall make available each
month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA
Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File and the
CMSA Collateral Summary File to the general public on its Internet Website (on a
password protected basis). The Trustee shall, upon written request, make
available each month, on each Distribution Date, (i) the Restricted Servicer
Reports, and (ii) the CMSA Property File and the CMSA Financial File to any
Privileged Person and to any other Person upon the direction of the Depositor.

            The Master Servicer may, but is not required to, make available each
month via its Internet Website (i) to any interested party, the Unrestricted
Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update
File, and (ii) to any Privileged Person, with the use of a password provided by
the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File
and the CMSA Property File. Any Restricted Servicer Report or Unrestricted
Servicer Report that is not available on the Master Servicer's Internet Website
as described in the immediately preceding sentence by 5:00 p.m. (New York City
time) on the related Distribution Date shall be provided (in electronic format,
or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon
request, to any Person otherwise entitled to access such report on the Master
Servicer's Internet Website.

<PAGE>

            In connection with providing access to the Trustee's Internet
Website or the Master Servicer's Internet Website, the Trustee or the Master
Servicer, as applicable, may require registration and the acceptance of a
disclaimer.

            If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to Trustee,
and such application states that the Applicants' desire to communicate with
other Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within [__] Business
Days after the receipt of such application, send, at the Applicants' expense,
the written communication proffered by the Applicants to all Certificateholders
at their addresses as they appear in the Certificate Register.

            (c) The Master Servicer and the Special Servicer shall not be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under this Agreement. Neither the Master
Servicer nor the Trustee shall be liable for the dissemination of information in
accordance with this Section 3.15(c). The Trustee makes no representations or
warranties as to the accuracy or completeness of any report, document or other
information made available on the Trustee's Website and assumes no
responsibility therefor. In addition, the Trustee, the Master Servicer and the
Special Servicer may disclaim responsibility for any information distributed by
the Trustee, the Master Servicer or the Special Servicer, respectively, for
which it is not the original source.

            (d) Upon the request of the Controlling Class Representative made
not more frequently than once a month (which request may be a standing,
continuing request), or at such mutually acceptable time each month as the
Controlling Class Representative shall reasonably designate, each of the Master
Servicer and Special Servicer shall, without charge, make a knowledgeable
Servicing Officer available, at the option of the Controlling Class
Representative either by telephone or at the office of such Servicing Officer,
to answer questions from the Controlling Class Representative regarding the
performance and servicing of the Mortgage Loans and/or REO Properties for which
such Master Servicer or Special Servicer, as the case may be, is responsible.
The Master Servicer and the Special Servicer each shall condition such
disclosure upon the Controlling Class Representative entering into a reasonable
and customary confidentiality agreement reasonably acceptable to such servicer
and the Controlling Class Representative regarding such disclosure to it.
Neither the Master Servicer nor the Special Servicer shall be required to
provide any information or disclosures in violation of any applicable law, rule
or regulation.

            (e) With respect to any Companion Loan, the Companion Holders shall
receive and have access to any information described in this Section 3.15 which
such Companion Holder is entitled to pursuant to the related Intercreditor
Agreement.

<PAGE>

            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 and, if applicable, the Companion Holder, as their
interests shall appear. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property as soon as practicable in accordance with the Servicing
Standard, but prior to the end of the third year following the calendar year in
which REMIC I acquires ownership of such REO Property (or applicable portion
thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies for, more than [__] days prior to the end of such
third succeeding year, and is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee an Opinion of Counsel, addressed to the Trustee, the Special
Servicer and the Master Servicer, to the effect that the holding by REMIC I of
such REO Property subsequent to the end of such third succeeding year will not
result in the imposition of taxes on "prohibited transactions" (as defined in
Section 860F of the Code) of either of REMIC I or REMIC II or cause either of
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall first be
payable from the related REO Account to the extent of available funds and then
be a Servicing Advance by the Master Servicer. In the case of the Trust Fund's
beneficial interest in the Mortgaged Property acquired by the [__________]
Trustee pursuant to the [__________] Pooling and Servicing Agreement, the
Special Servicer shall coordinate with the [__________] Special Servicer with
respect to any REO Extension on behalf of REMIC I. Except for the preceding
sentence, for purposes of this Section 3.16, "REO Property" does not include the
Trust Fund's beneficial interest in the Mortgaged Property securing the
[__________] Loan.

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders and, if applicable, the Companion Holder,
as their interests shall appear, for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation
Proceeds (net of Liquidation Expenses) received in respect of an REO Property
within [__] Business Days of receipt. Funds in the REO Account may be invested
in Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from the REO Account to pay itself, as
additional servicing compensation in accordance with Section 3.11(d), interest
and investment income earned in respect of amounts held in the 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 written notice to the Trustee, and the Master Servicer of
the location of the REO Account when first established and of the new location
of the REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property (including any monthly reserve or escrow
amounts necessary to accumulate sufficient funds for taxes, insurance and
anticipated capital expenditures (the "Impound Reserve")). On the last day of
the related Collection Period, the Special Servicer shall withdraw from the REO
Account and deposit into the Certificate Account or deliver to the Master
Servicer or such other Person as may be directed by the Master Servicer (which
shall deposit such amounts into the Certificate Account) the aggregate of all
amounts received in respect of each REO Property during the most recently ended
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that, in addition to the Impound Reserve, the
Special Servicer may retain in the REO Account such portion of proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management and maintenance of the related REO Property
(including, without limitation, the creation of a reasonable reserve for
repairs, replacements and other related expenses).

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
The Special Servicer shall provide the Master Servicer any information with
respect to the REO Account as is reasonably requested by the Master Servicer.

            Section 3.17 Management of REO Property.

            (a) Prior to the acquisition of title to a Mortgaged Property, the
Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review in compliance with the Servicing Standard that in its good faith and
reasonable judgment:

            (i) None of the income from Directly Operating such REO Property
      would be subject to tax as "net income from foreclosure property" within
      the meaning of the REMIC Provisions (such tax referred to herein as an
      "REO Tax"), and the Special Servicer does not engage in any of the
      activities described in the definition of "Directly Operate" that would
      cause the REO Property to cease to qualify as "foreclosure property"
      within the meaning of Section 860G(a)(8) of the Code, then such Mortgaged
      Property may be Directly Operated by the Special Servicer as REO Property;

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided that in the good faith and reasonable
      judgment of the Special Servicer, such alternative is commercially
      feasible and would result in a greater net recovery on a present value
      basis than earning income subject to an REO Tax) acquire such Mortgaged
      Property as REO Property and so lease or manage such REO Property; or

            (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that such method of operation is commercially feasible and would result in
      a greater net recovery on a present value basis than leasing or other
      method of operating the REO Property that would not incur an REO Tax, the
      Special Servicer shall deliver to the REMIC Administrator, in writing, a
      proposed plan (the "Proposed Plan") to manage such property as REO
      Property. Such plan shall include potential sources of income, and to the
      extent commercially feasible, estimates of the amount of income from each
      such source. Within a reasonable period of time after receipt of such
      plan, the REMIC Administrator shall consult with the Special Servicer and
      shall advise the Special Servicer of the REMIC Administrator's federal
      income tax reporting position with respect to the various sources of
      income that the Trust Fund would derive under the Proposed Plan. In
      addition, the REMIC Administrator shall (to the extent reasonably
      possible) advise the Special Servicer of the estimated amount of taxes
      that the Trust Fund would be required to pay with respect to each such
      source of income. After receiving the information described in the two
      preceding sentences from the REMIC Administrator, the Special Servicer
      shall either (A) implement the Proposed Plan (after acquiring the
      respective Mortgaged Property as REO Property) or (B) manage such property
      in a manner that would not result in the imposition of an REO Tax on the
      income derived from such property. All of the REMIC Administrator's
      expenses (including any fees and expenses of counsel or other experts
      reasonably retained by it) incurred pursuant to this Section shall be
      reimbursed to it from the Trust Fund in accordance with Section 10.01(e).

            The Special Servicer's decision as to how each REO Property shall be
managed shall be based on the Servicing Standard and in any case on the good
faith and reasonable judgment of the Special Servicer as to which means would be
in the best interest of the Certificateholders (or, if the REO Property was
formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders
and the related Companion Holder (as a collective whole in accordance with the
Servicing Standard, taking into account the subordinate nature of the Companion
Loan, if applicable)) by maximizing (to the extent commercially feasible and
consistent with Section 3.17(b)) the net after-tax REO Revenues received by the
Trust Fund with respect to such property and, to the extent consistent with the
foregoing, in the same manner as would prudent mortgage loan servicers operating
acquired mortgaged property comparable to the respective Mortgaged Property.
Both the Special Servicer and the REMIC Administrator may, at the expense of the
Trust Fund payable pursuant to Section 3.05(a)(xiv), consult with counsel.

            (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve and protect such REO Property for the benefit of the
Certificateholders (or, if the REO Property was formerly a Mortgaged Property
securing a Co-Lender Loan, the Certificateholders and the related Companion
Holder (as a collective whole in accordance with the Servicing Standard, taking
into account the subordinate nature of the Companion Loan, if applicable))
solely for the purpose of its prompt disposition and sale in a manner that does
not and will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or either result
in the receipt by REMIC I of any "income from non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC
Event. 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
consistent with the Servicing Standard and, consistent therewith, shall withdraw
from the REO Account, to the extent of amounts on deposit therein with respect
to any such REO Property, funds necessary for the proper management, 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; and

            (iv) all costs and expenses necessary to maintain, lease, sell,
      protect, manage and restore such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in the preceding
sentence with respect to such REO Property, the Master Servicer, subject to the
second paragraph of Section 3.03(c), shall make Servicing Advances in such
amounts as are necessary for such purposes unless (as evidenced by an Officer's
Certificate delivered to the Trustee) the Master Servicer would not make such
advances if the Master Servicer owned such REO Property or the Master Servicer
determines, in accordance with the Servicing Standard, that such payment would
be a Nonrecoverable Advance; provided, however, that the Master Servicer may
make any such Servicing Advance without regard to recoverability if it is a
necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings.

            (c) Unless Section 3.17(a)(i) applies, the Special Servicer shall
contract with any Independent Contractor (if required by the REMIC Provisions
for the REO Property to remain classified as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code) for the operation and management of
any REO Property; 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
      expenses of the Trust Fund) shall be reasonable and customary in
      consideration of the nature and locality of the REO Property;

            (iii) except as permitted under Section 3.17(a), any such contract
      shall require, or shall be administered to require, that the Independent
      Contractor, in a timely manner, 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(b) above, and
      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(d) 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. No agreement entered into pursuant to this
Section 3.17(d) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.

            (d) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, but only to the extent provided in
      Section 856(e)(4)(B) of the Code; or

            (iv) except as otherwise provided for in Section 3.17(a)(i) and
      (a)(ii) above, Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than [__] 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 unless nonrecoverable, in which case it shall be paid by the Master
Servicer as an Additional Trust Fund Expense from amounts on deposit in the
Certificate Account) to the effect that such action will not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in
which case the Special Servicer may take such actions as are specified in such
Opinion of Counsel. Except as limited above in this Section 3.17 and by this
Section 3.17(d), the Special Servicer shall be permitted to cause the Trust Fund
to earn "net income from foreclosure property", subject to the Servicing
Standard.

<PAGE>

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 an 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 Sections
2.03 and 9.01.

            (b) Within [__] days after a Mortgage Loan becomes a Defaulted
Mortgage Loan, the Special Servicer shall determine the fair value of such
Mortgage Loan in accordance with the Servicing Standard; 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
which 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 is permitted
to change, from time to time, its determination of the fair value of a Defaulted
Mortgage Loan based upon changed circumstances, new information or otherwise, in
accordance with the Servicing Standard; provided, however, the Special Servicer
shall update its determination of the fair value at least once every [__] days.
The Special Servicer shall notify the Trustee, the Master Servicer, each Rating
Agency and the Majority Subordinate Certificateholder promptly upon its fair
value determination and any adjustment thereto. 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 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, and the time and expense associated with a purchaser's foreclosing on
the related Mortgaged Property. In addition, the Special Servicer shall refer to
all other relevant information obtained by it or otherwise contained in the
Mortgage Loan File; 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 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 Special Servicer may conclusively rely on the opinion
and reports of Independent third parties in making such determination.

            (c) Subject to the terms set forth in Section 2.03, in the event a
Mortgage Loan becomes a Defaulted Mortgage Loan, each of the Majority
Subordinate Certificateholder and the Special Servicer shall have an assignable
option (a "Purchase Option") to purchase such Defaulted Mortgage Loan from the
Trust Fund at a price (the "Option Price") equal to (i) the Purchase Price, if
the Special Servicer has not yet determined the fair value of the Defaulted
Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as
determined by the Special Servicer in the manner described in Section 3.18(b)
and in accordance with the Servicing Standard, if the Special Servicer has made
such fair value determination. Any holder of a Purchase Option may sell,
transfer, assign or otherwise convey its Purchase Option with respect to any
Defaulted Mortgage Loan to any party other than the related Mortgagor or an
Affiliate of the related Mortgagor under the Mortgage Loan 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 at least [__] Business Days in advance
of such intended transfer. Notwithstanding the foregoing, and subject to Section
3.18(d) of this Agreement, the Majority Subordinate Certificateholder shall have
the right to exercise its Purchase Option prior to any exercise of the Purchase
Option by any other holder of a Purchase Option; provided, however, if the
Purchase Option is not exercised by the Majority Subordinate Certificateholder
or any assignee thereof within [__] days of a Mortgage Loan becoming a Defaulted
Mortgage Loan, then the Special Servicer shall have the right to exercise its
Purchase Option prior to any exercise by the Majority Subordinate
Certificateholder and the Special Servicer or its assignee may exercise such
Purchase Option at any time during the [__] day period immediately following the
expiration of such [__]-day period. Following the expiration of such [__] day
period, the Majority Subordinate Certificateholder shall again have the right to
exercise its Purchase Option prior to any exercise of the Purchase Option by the
Special Servicer. If not exercised earlier, the Purchase Option with respect to
any Defaulted Mortgage Loan will automatically terminate (i) 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, (ii) 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 or (iii)
the modification or pay-off, in full or at a discount, of such Defaulted
Mortgage Loan in connection with a workout.

            (d) Notwithstanding the provisions of Section 3.18(c), Section
3.18(g) or Section 3.18(h), pursuant to the terms of the Intercreditor
Agreements, a Companion Holder will have the right to purchase the related
Co-Lender Loan or related REO Property in certain circumstances. Such right of
the related Companion Holder shall have priority over any provision described in
Section 3.18(c), Section 3.18(g) or Section 3.18(h). If the Co-Lender Loan or
REO Property is purchased by the related Companion Holder, repurchased by the
applicable Mortgage Loan Seller or otherwise ceases to be subject to this
Agreement, the related Companion Loan will no longer be subject to this
Agreement. Neither the Trustee nor the Trust Fund shall acquire a Companion
Loan; provided, however, the Master Servicer or an affiliate may own or acquire
the Companion Loans. With respect to each Loan Pair, the related Companion
Holder shall be entitled to exercise any cure rights given to it under the
related Intercreditor Agreement, in each case subject to any conditions or
restrictions described in or incorporated by reference into such sections.

            (e) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether the
original grantee of such option or any subsequent transferee) of the Purchase
Option may exercise the Purchase Option by providing the Master Servicer and the
Trustee written notice thereof (the "Purchase Option Notice"), in the form of
Exhibit M, 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. The Purchase Option
Notice shall be delivered in the manner specified in Section 11.05. The exercise
of any Purchase Option pursuant to this clause (e) shall be irrevocable.

            (f) If the Special Servicer or the Majority Subordinate
Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, the Trustee shall determine as soon as reasonably practicable (and, in any
event, within [__] days) after the Trustee has received the written notice,
whether the Option Price represents fair value for the Defaulted Mortgage Loan;
provided that, if the Special Servicer is then in the process of obtaining a new
Appraisal with respect to the related Mortgaged Property, then the Trustee
shall, in accordance with its good faith and reasonable judgment, make its fair
value determination with respect to such Mortgage Loan as soon as reasonably
practicable (but in any event within [__] days) after the Trustee's receipt of
such new Appraisal. The Trustee may rely on the opinion and reports of
independent third parties in making such determination; provided that the
Trustee may rely on the most current Appraisal obtained for the related
Mortgaged Property pursuant to this Agreement. In determining the fair value of
any Defaulted Mortgage Loan, the Trustee shall take into account, and any
Independent third party shall be instructed to take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan, the
occupancy level and physical condition of the related Mortgaged Property, the
state of the local economy in the area where the Mortgaged Property is located,
and the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property. In addition, the Trustee shall refer, and any
Independent third party shall be instructed to refer, to all relevant
information delivered to it by the Special Servicer or otherwise contained in
the Mortgage Loan File. Furthermore, the Trustee shall consider, and any
Independent third party shall be instructed to consider, all available objective
third-party information obtained from generally available sources, 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 costs of all appraisals, inspection reports and broker
opinions of value, reasonably incurred by the Trustee or any such third party
pursuant to this subsection shall be advanced by the Master Servicer and shall
constitute, and be reimbursable as, Servicing Advances (or if such Advance is
deemed to be a Nonrecoverable Advance such costs shall be reimbursable as
Additional Trust Fund Expenses from the Certificate Account pursuant to Section
3.05(a)). The other parties to this Agreement shall cooperate with all
reasonable requests for information.

            (g) Unless and until the Purchase Option with respect to a Defaulted
Mortgage Loan is exercised, the Special Servicer shall pursue such other
resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option.

            (h) In the event that title to any REO Property is acquired by the
Trust Fund in respect of any Defaulted Mortgage Loan, the deed or certificate of
sale shall be issued to the Trust, the Trustee or to its nominees. The Special
Servicer, after notice to the Controlling Class Representative, shall use its
reasonable best efforts to sell any such REO Property as soon as practicable in
accordance with Section 3.16(a). If the Special Servicer on behalf of the
Trustee has not received an REO Extension or an Opinion of Counsel described in
Section 3.16(a) and the Special Servicer is not able to sell such REO Property
within the period specified above, or if an REO Extension has been granted and
the Special Servicer is unable to sell such REO Property within the extended
time period, the Special Servicer shall, after consultation with the Controlling
Class Representative, before the end of such period or extended period, as the
case may be, auction the REO Property to the highest bidder (which may be the
Special Servicer) in accordance with the Servicing Standard. The Special
Servicer shall give the Controlling Class Representative, the Master Servicer
and the Trustee not less than [__] days' prior written notice of its intention
to sell any REO Property, and in respect of such sale, the Special Servicer
shall offer such REO Property in a commercially reasonable manner. Where any
Interested Person is among those bidding with respect to an REO Property, the
Special Servicer shall require that all bids be submitted in writing and be
accompanied by a refundable deposit of cash in an amount equal to 5% of the bid
amount. No Interested Person shall be permitted to purchase the REO Property at
a price less than the Purchase Price; and provided, further, that, if the
Special Servicer intends to bid on any REO Property, (i) the Special Servicer
shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain,
at the expense of the Trust, an Appraisal of such REO Property and (iii) the
Special Servicer shall not bid less than the greater of (a) the fair market
value set forth in such Appraisal or (b) the Purchase Price.

            (i) Subject to 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 REO Property (other than the
REO Property relating to the [__________] Loan) or the exercise of a Purchase
Option, including the collection of all amounts payable in connection therewith.
Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any REO
Property (other than the REO Property relating to the [__________] Loan) or
purchase any Defaulted Mortgage Loan. Any sale of a Defaulted Mortgage Loan
(pursuant to a Purchase Option) or an REO Property shall be without recourse to,
or representation or warranty by, the Trustee, the Depositor, the Special
Servicer, the Master Servicer, any Mortgage Loan Seller or the Trust Fund.
Notwithstanding the foregoing, nothing herein shall limit the liability of the
Master Servicer, the Special Servicer or the Trustee to the Trust Fund and the
Certificateholders for failure to perform its duties in accordance herewith.
None of the Special Servicer, the Master Servicer, the Depositor or the Trustee
shall have any liability to the Trust Fund or any Certificateholder with respect
to the price at which a Defaulted Mortgage Loan is sold if the sale is
consummated in accordance with the terms of this Agreement.

            (j) Upon exercise of a Purchase Option, the holder of such Purchase
Option shall be required to pay the purchase price specified in its Purchase
Option Notice to the Special Servicer within [__] Business Days of exercising
its Purchase Option. The proceeds of any sale of a Defaulted Mortgage Loan,
after deduction of the expenses of such sale incurred in connection therewith,
shall be remitted by the Special Servicer to the Master Servicer within one
Business Day of receipt for deposit into the Certificate Account. The Special
Servicer shall immediately notify the Trustee 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(j). Thereafter, the Special Servicer
shall notify each holder of a Purchase Option of such failure and such holder of
a Purchase Option may then exercise its Purchase Option in accordance with this
Section 3.18.

            (k) Notwithstanding anything herein to the contrary, the Special
Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative that would cause it to
violate applicable law or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

            (l) The amount paid for a Defaulted Mortgage Loan or REO Property
purchased under this Agreement shall be deposited into the Certificate Account,
or if applicable, applied in accordance with the related Intercreditor Agreement
(except that portion of any purchase price constituting Gain-on-Sale Proceeds
which shall be deposited in the Gain-on-Sale Reserve Account). Upon receipt of
an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, the Trustee 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 or REO Property ownership of the Defaulted Mortgage Loan or REO
Property. The Custodian, upon receipt of a Request for Release, shall release or
cause to be released to the Master Servicer or Special Servicer the related
Mortgage File. In connection with any such purchase, the Special Servicer shall
deliver the related Servicing File to the purchaser of a Defaulted Mortgage Loan
or related REO Property.

            (m) Notwithstanding the foregoing, each mezzanine lender will have
the right to purchase the related Mortgage Loan and cure defaults relating
thereto as set forth in the related mezzanine intercreditor agreement.

            Section 3.19 Additional Obligations of Master Servicer and Special
Servicer.

            (a) The Master Servicer shall deposit in the Certificate Account on
each P&I Advance Date, without any right of reimbursement therefor with respect
to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other
than any Mortgage Loan for which the Special Servicer has waived a prepayment
restriction) that was subject to a voluntary Principal Prepayment during the
most recently ended Collection Period creating a Prepayment Interest Shortfall,
an amount equal to the lesser of (i) the amount of the related Prepayment
Interest Shortfall and (ii) the sum of (A) the Master Servicing Fee (calculated
for this purpose only at a rate of [____]% per annum) received by the Master
Servicer during such Collection Period on such Mortgage Loan and (B) investment
income earned by the Master Servicer on the related Principal Prepayment during
the most recently ended Collection Period; provided, however, to the extent any
such Prepayment Interest Shortfall is the result of the Master Servicer's
failure to enforce the applicable Mortgage Loan documents the amount in clause
(A) shall include the entire Master Servicing Fee on the applicable Mortgage
Loan for such Collection Period.

            (b) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within [__] days of the Closing Date) notify the related
ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

            (c) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Intercreditor Agreement.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Subject to Sections 3.20(b) through 3.20(m) below and further
subject to Sections 3.08(b) and 6.11 and further subject to any applicable
intercreditor agreement or similar agreement, the Master Servicer (to the extent
provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer
may, on behalf of the Trustee, agree to any modification, waiver or amendment of
any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease
reviews and lease consents related thereto) without the consent of the Trustee
or any Certificateholder.

            (b) All modifications, waivers or amendments of any Mortgage Loan
(including, subject to Section 3.20(i), the lease reviews and lease consents
related thereto) shall be in writing and shall be considered and effected in
accordance with the Servicing Standard; provided, however, that neither the
Master Servicer nor the Special Servicer, as applicable, shall make or permit or
consent to, as applicable, any modification, waiver or amendment of any term of
any Mortgage Loan not otherwise permitted by this Section 3.20 that would
constitute a "significant modification" of such Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b). (c) Except as provided in 3.20(d)
and the last sentence of Section 3.02(a), the Special Servicer, on behalf of the
Trustee, shall not agree or consent to any modification, waiver or amendment of
any term of any Mortgage Loan that would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Prepayment Premiums or Yield
      Maintenance Charges, but excluding Penalty Interest and amounts payable as
      additional servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Mortgagor to pay a
      Prepayment Premium or Yield Maintenance Charge or permit a Principal
      Prepayment during any period in which the related Mortgage Note prohibits
      Principal Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(d), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Independent Appraiser
      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 other than in connection with a taking of all or part of
      the related Mortgaged Property or REO Property for not less than fair
      market value by exercise of the power of eminent domain or condemnation or
      casualty or hazard losses with respect to such Mortgaged Property or REO
      Property;

            (iv) if such Mortgage Loan is equal to or in excess of 5% of the
      then aggregate current principal balances of all Mortgage Loans or
      $35,000,000 (or, with respect to Moody's, $25,000,000), or is one of the
      ten largest Mortgage Loans by Stated Principal Balance as of such date,
      permit the transfer or transfers of (A) the related Mortgaged Property or
      any interest therein or (B) equity interests in the borrower or any equity
      owner of the borrower that would result, in the aggregate during the term
      of the related Mortgage Loan, in a transfer greater than 49% of the total
      interest in the borrower and/or any equity owner of the borrower or a
      transfer of voting control in the borrower or an equity owner of the
      borrower without the prior written confirmation from each Rating Agency
      that such changes will not result in the qualification, downgrade or
      withdrawal to the ratings then assigned to the Certificates;

            (v) allow any additional lien on the related Mortgaged Property if
      such Mortgage Loan is equal to or in excess of 2% of the then aggregate
      current principal balances of the Mortgage Loans or $20,000,000, is one of
      the ten largest Mortgage Loans by Stated Principal Balance as of such
      date, or with respect to S&P only, has an aggregate Loan-to-Value Ratio
      that is equal to or greater than 85% or has an aggregate Debt Service
      Coverage Ratio that is less than 1.20x, without the prior written
      confirmation from each Rating Agency (as applicable) that such change will
      not result in the qualification, downgrade or withdrawal or the ratings
      then assigned to the Certificates; or

            (vi) in the reasonable, good faith judgment of the Special Servicer,
      otherwise materially impair the security for such Mortgage Loan or reduce
      the likelihood of timely payment of amounts due thereon.

            (d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), and the rights of the Controlling Class
Representative and the rights (if any) of a Companion Holder (other than the
holder of the [__________] Companion Loan) pursuant to the related Intercreditor
Agreement, the Special Servicer may (i) reduce the amounts owing under any
Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any
Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the
Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a
reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any
right granted under any Mortgage Note or Mortgage relating to a Specially
Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced
Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage
Loans with an original maturity of five years or less with the approval of the
Controlling Class for up to two (2) six-month extensions), or (v) accept a
Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout
Period; provided that (A) the related Mortgagor is in default with respect to
the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment
of the Special Servicer, such default is reasonably foreseeable, and (B) in the
reasonable, good faith judgment of the Special Servicer, such modification would
increase the recovery on the Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Net Mortgage
Rate). In the case of every other modification, waiver or consent, the Special
Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of
Counsel shall be an expense of the Trust Fund to the extent not paid by the
related Mortgagor) to the effect that such modification, waiver or amendment
would not both (1) effect an exchange or reissuance of the Mortgage Loan under
Treasury Regulations Section 1.860G-2(b) of the Code and (2) cause either of
REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in
the imposition of any tax on "prohibited transactions" or "contributions" after
the Startup Day under the REMIC Provisions.

            In addition, notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso to
the prior paragraph are satisfied and the Special Servicer has obtained an
Appraisal of the related Mortgaged Property, in connection with such extension,
which Appraisal supports the determination of the Special Servicer contemplated
by clause (B) of the proviso to the immediately preceding paragraph.

            In no event will the Special Servicer (i) extend the maturity date
of a Mortgage Loan beyond a date that is two years prior to the Rated Final
Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than
the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (B) the
highest Pass-Through Rate of any Class of Certificates (other than the Class X
Certificates) then outstanding and (C) a rate below the then prevailing interest
rate for comparable loans, as determined by the Special Servicer, (iii) if the
Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee
simple interest), extend the maturity date of such Mortgage Loan beyond a date
which is less than 20 years prior to the expiration of the term of such Ground
Lease; (iv) defer interest due on any Mortgage Loan in excess of 10% of the
Stated Principal Balance of such Mortgage Loan or defer the collection of
interest on any Mortgage Loan without accruing interest on such deferred
interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.

            The determination of the Special Servicer contemplated by clause (B)
of the provison to the first paragraph of this Section 3.20(d) shall be
evidenced by an Officer's Certificate to such effect delivered to the Trustee
and the Master Servicer and describing in reasonable detail the basis for the
Special Servicer's determination. The Special Servicer shall append to such
Officer's Certificate any information including but not limited to income and
expense statements, rent rolls, property inspection reports and appraisals that
support such determination.

            (e) Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, 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
modification, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to charge and collect from the Mortgagor costs
otherwise collectible under the terms of the related Mortgage Note and this
Agreement together with interest thereon.

<PAGE>

            (f) The Special Servicer or, with respect to clause (i) below, the
Master Servicer may, as a condition to granting any request by a Mortgagor for
consent, modification, waiver or indulgence or any other matter or thing, the
granting of which is within its discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to it (i) as
additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request; provided such fee
would not itself be a "significant modification" pursuant to Treasury
Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses
incurred by it. In no event shall the Master Servicer or the Special Servicer be
entitled to payment for such fees or expenses unless such payment is collected
from the related Mortgagor.

            (g) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers, the Trustee, the Controlling Class Representative, the
Rating Agencies and with respect to any Co-Lender Loan, the related Companion
Holder, in writing, of any material modification, waiver or amendment of any
term of any Mortgage Loan (including fees charged the Mortgagor) and the date
thereof, and shall deliver to the Custodian for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly (and in any event within [__] Business Days)
following the execution thereof. Copies of each agreement whereby any such
modification, waiver or amendment of any term of any Mortgage Loan is effected
shall be made available for review upon prior request during normal business
hours at the offices of the Special Servicer pursuant to Section 3.15 hereof.

            (h) The Master Servicer shall not permit defeasance of any Mortgage
Loan to the extent inconsistent with the terms of such Mortgage Loan. Unless and
to the extent the Master Servicer is precluded from preventing such defeasance
by the related Mortgage Loan documents or otherwise (provided that the Master
Servicer shall not allow such defeasance to cause either of REMIC I or REMIC II
created hereunder to fail to qualify as a REMIC; provided, further, the Master
Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the
Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) the
defeasance collateral consists of non-callable "Government Securities" within
the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has
determined that the defeasance will not result in an Adverse REMIC Event
(provided that the Master Servicer shall be entitled to rely conclusively on an
Opinion of Counsel to that effect), (iii) the Master Servicer has notified the
Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is
required by the then current applicable Rating Agency criteria to be reviewed by
a Rating Agency, such Rating Agency has confirmed that such defeasance will not
result in the qualification, downgrade or withdrawal of the rating then assigned
to any Class of Certificates to which a rating has been assigned by such Rating
Agency, (provided that no confirmation from S&P shall be required if the
Mortgage Loan being defeased, together with all Mortgage Loans
cross-collateralized with such Mortgage Loan, (i) is not one of the ten (10)
largest Mortgage Loans (or cross-collateralized groups of Mortgage Loans) by
Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal
Balance at the time of the defeasance that is less than $20,000,000 and less
than 5% of the aggregate Stated Principal Balance at the time of the defeasance
of the Mortgage Loans and the Master Servicer shall have delivered a Defeasance
Certificate substantially in the form of Exhibit N hereto), (v) the Master
Servicer has requested and received from the related Mortgagor (A) an Opinion of
Counsel generally to the effect that the Trustee will have a perfected, first
priority security interest in such defeasance collateral and (B) written
confirmation from a firm of Independent accountants stating that payments made
on such defeasance collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan in full on or before its Stated
Maturity Date and in accordance with the Periodic Payment (or, in the case of an
ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each
Periodic Payment scheduled to be due on or prior thereto but after the
defeasance and (vi) a single purpose entity (as defined below) is designated to
assume the Mortgage Loan and own the defeasance collateral; provided that, if
under the terms of the related Mortgage Loan documents, the related Mortgagor
delivers cash to purchase the defeasance collateral rather than the defeasance
collateral itself, the Master Servicer shall purchase the U.S. government
obligations contemplated by the related Mortgage Loan documents on behalf of the
related Mortgagor. Any customary and reasonable out-of-pocket expense incurred
by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the
Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at
any time, a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the defeasance collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related
Mortgagor has delivered cash to purchase the defeasance collateral, the Master
Servicer shall either (A) buy such defeasance collateral or (B) prepay the
Mortgage Loan, in either case, in accordance with the Servicing Standard. For
purposes of this paragraph, a "single purpose entity" shall mean a Person, other
than an individual, whose organizational documents provide as follows: it is
formed solely for the purpose of owning and pledging Defeasance Collateral
related to one or more of the Mortgage Loans; it may not engage in any business
unrelated to such Defeasance Collateral and the financing thereof; it does not
have and may not own any assets other than those related to its interest in the
Defeasance Collateral or the financing thereof and may not incur any
indebtedness other than as permitted by the related Mortgage or Mortgages; it
shall maintain its own books, records and accounts, in each case which are
separate and apart from the books, records and accounts of any other person; it
shall hold regular meetings, as appropriate, to conduct its business, and shall
observe all entity-level formalities and record keeping; it shall conduct
business in its own name and use separate stationery, invoices and checks; it
may not guarantee or assume the debts or obligations of any other person other
than in connection with the defeasance of a Mortgage Loan; it shall not
commingle its assets or funds with those of any other person; it shall pay its
obligations and expenses from its own funds and allocate and charge reasonably
and fairly any common employees or overhead shared with affiliates; it shall
prepare separate tax returns and financial statements or, if part of a
consolidated group, shall be shown as a separate member of such group; it shall
transact business with affiliates on an arm's length basis pursuant to written
agreements; and it shall hold itself out as being a legal entity, separate and
apart from any other person. The single purpose entity organizational documents
shall provide that any dissolution and winding up or insolvency filing for such
entity requires the unanimous consent of all partners or members, as applicable,
and that such documents may not be amended with respect to the single purpose
entity requirements during the term of the Mortgage Loan.

<PAGE>

            (i) For any Mortgage Loan (other than a Specially Serviced Mortgage
Loan) and subject to the rights of the Special Servicer set forth in this
Section 3.20, the Master Servicer, without the consent of the Special Servicer
or the Controlling Class Representative, shall be responsible for any request by
a Mortgagor for the consent of the mortgagee for a modification, waiver or
amendment of any term with respect to:

            (i) approving routine leasing activity (including any subordination,
      standstill and attornment agreements) with respect to any lease for less
      than the lesser of (a) 20,000 square feet and (b) 20% of the related
      Mortgaged Property;

            (ii) approving a change of the property manager at the request of
      the related Mortgagor; provided that (A) the successor property manager is
      not affiliated with the Mortgagor and is a nationally or regionally
      recognized manager of similar properties, (B) the related Mortgage Loan
      does not have an outstanding principal balance in excess of $5,000,000 and
      (C) the subject Mortgaged Property does not secure a Companion Loan;

            (iii) approving any waiver affecting the timing of receipt of
      financial statements from any Mortgagor; provided that such financial
      statements are delivered no less than quarterly and within [__] days of
      the end of the calendar quarter;

            (iv) approving annual budgets for the related Mortgaged Property;
      provided that no such budget (1) provides for the payment of operating
      expenses in an amount equal to more than 110% of the amounts budgeted
      therefor for the prior year or (2) provides for the payment of any
      material expenses to any affiliate of the Mortgagor (other than the
      payment of a management fee to any property manager if such management fee
      is no more than the management fee in effect on the Cut-Off Date);

            (v) subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Mortgage Loan requiring a
      specified number of days notice prior to a Principal Prepayment;

            (vi) approving modifications, consents or waivers (other than those
      set forth in Section 3.20(c)) in connection with a defeasance permitted by
      the terms of the related Mortgage Loan if the Master Servicer receives an
      Opinion of Counsel (which Opinion of Counsel shall be an expense of the
      Mortgagor) to the effect that such modification, waiver or consent would
      not cause any REMIC to fail to qualify as a REMIC under the Code or result
      in a "prohibited transaction" under the REMIC Provisions; and

            (vii) consent to subject the related Mortgaged Property to an
      easement or right-of-way for utilities, access, parking, public
      improvements or another purpose, and may consent to subordination of the
      related Mortgage Loan to such easement or right-of-way provided the Master
      Servicer shall have determined in accordance with the Servicing Standard
      that such easement or right-of-way shall not materially interfere with the
      then current use of the related Mortgaged Property, or the security
      intended to be provided by such Mortgage, the related Mortgagor's ability
      to repay the Mortgage Loan, or materially or adversely affect the value of
      such Mortgaged Property or cause the Mortgage Loan to cease to be a
      "qualified mortgage" for REMIC purposes;

provided, however, if the Mortgage Loan is a Co-Lender Loan, the Master Servicer
shall provide written notice of such modification, waiver and amendment to the
related Companion Holder to the extent required under the related Intercreditor
Agreement; provided, further, that the Master Servicer shall promptly notify the
Special Servicer of any requests not subject to this Section 3.20(i) for which
the Special Servicer is responsible pursuant to this Section 3.20 and shall
deliver to the Special Servicer (which delivery may be by electronic
transmission in a format acceptable to the Master Servicer and Special Servicer)
a copy of the request, and all information in the possession of the Master
Servicer that the Special Servicer may reasonably request related thereto.

            (j) To the extent that either the Master Servicer or Special
Servicer waives any Penalty Interest or late charge in respect of any Mortgage
Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the respective
amounts of additional servicing compensation payable to the Master Servicer and
the Special Servicer under Section 3.11 out of such Penalty Interest or late
payment charges shall be reduced proportionately, based upon the respective
amounts that had been payable thereto out of such Penalty Interest or late
payment charges immediately prior to such waiver.

            (k) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall take
the following action unless it has received prior written confirmation (the cost
of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents) from the Rating Agencies that such action will not
result in a qualification, downgrade or withdrawal of any of the ratings
assigned by such Rating Agency to the Certificates:

            (i) With respect to any Mortgaged Property that secures a Mortgage
      Loan with an unpaid principal balance that is at least equal to five
      percent (5%) of the then aggregate principal balance of all Mortgage Loans
      or $20,000,000, the giving of any consent, approval or direction regarding
      the termination of the related property manager or the designation of any
      replacement property manager; and

            (ii) With respect to each Mortgage Loan with an unpaid principal
      balance that is equal to or greater than (A) two percent (2%) of the then
      aggregate principal balance of all the Mortgage Loans or (B) $10,000,000
      and which is secured by a Mortgaged Property which is a hospitality
      property, the giving of any consent to any change in the franchise
      affiliation of such Mortgaged Property.

            (l) In the event the Special Servicer, in connection with a
modification, waiver or amendment in respect of any Co-Lender Loan, modifies,
waives or amends the terms thereof such that (i) the Stated Principal Balance is
decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or
principal are waived, reduced or deferred or (iv) any other adjustment is made
to any of the terms of such Co-Lender Loan, all payments made in respect of the
related Mortgage Loan shall be made as though such modification, waiver or
amendment did not occur, with the payment terms of such Co-Lender Loan remaining
the same as they are on the related Cut Off Date, and the related Subordinate
Companion Loan(s) shall bear the full economic effect of all waivers, reductions
or deferrals of amounts due on such Co-Lender Loan attributable to such
modification, waiver or amendment.

            (m) Subject to the terms of the related Intercreditor Agreement, the
Master Servicer may extend the maturity date of Mortgage Loans with an original
maturity of five years or less with the approval of the Controlling Class
Representative for up to two six-month extensions.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Master Servicer or Special Servicer, as
applicable, shall promptly notify the Trustee and Master Servicer or Special
Servicer, as applicable, and, if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately deliver or cause to be delivered
a copy of the related Mortgage File and Servicing File, to the Special Servicer
and shall use reasonable 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, if applicable the related Companion Loan, either in the
Master Servicer's or any of its directors', officers', employees', affiliates'
or agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within [__] Business Days of the
occurrence of each related Servicing Transfer Event; provided, however, if the
information, documents and records requested by the Special Servicer are not
contained in the Servicing File, the Master Servicer shall have such period of
time as reasonably necessary to make such delivery. Notwithstanding the
occurrence of a Servicing Transfer Event, the Master Servicer shall continue to
receive payments on such Mortgage Loan (including amounts collected by the
Special Servicer).

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof to the
Master Servicer, and shall return the related Mortgage File and Servicing File
and all other information, documents and records that were not part of the
Servicing File when it was delivered to the Special Servicer within [__]
Business Days of the occurrence, to the Master Servicer (or such other Person as
may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and, if applicable, the Companion 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 and, if applicable, the related
Companion Loan shall resume.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

            (c) On or before each Determination Date, the Special Servicer shall
deliver to the Master Servicer and each Rating Agency (or such other Person as
may be directed by the Master Servicer) a statement in writing and in computer
readable format (the form of such statement to be agreed upon by the Master
Servicer) describing, on a loan-by-loan and property-by-property basis, (1)
insofar as it relates to Specially Serviced Mortgage Loans and REO Properties,
the information described in clauses (x) through (xiii) of Section 4.02(a) and,
insofar as it relates to the Special Servicer, the information described in
clauses (xxiii), (xxiv) and (xxv) of Section 4.02(a), (2) the amount of all
payments, Insurance Proceeds and Liquidation Proceeds received, and the amount
of any Realized Loss incurred, with respect to each Specially Serviced Mortgage
Loan during the related Collection Period, and the amount of all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received, and the amount of any
Realized Loss incurred, with respect to each REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
requested by the Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Property during the related Collection Period and (4) such
additional information relating to the Specially Serviced Mortgage Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

            (d) No later than [__] days after a Mortgage Loan and, if
applicable, Companion Loan becomes a Specially Serviced Mortgage Loan, the
Special Servicer shall deliver to each Rating Agency, the Trustee, the Master
Servicer and the Controlling Class Representative (and, in the case of a
Co-Lender Loan, the related Companion Holder), 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 negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Specially Serviced 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;

<PAGE>

            (iv) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) summary of the Special Servicer's recommended action with
      respect to such Specially Serviced Mortgage Loan; and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            Any Asset Status Report with respect to a Co-Lender Loan shall also
include any additional information required by the related Intercreditor
Agreement. In addition, with respect to a Co-Lender Loan, the Controlling Class
Representative's approval or disapproval of any actions recommended by such
Asset Status Report relating to such Co-Lender Loan will be subject to the
rights of the related Companion Holder pursuant to the terms of the related
Intercreditor Agreement.

            If within [__] Business Days of receiving an Asset Status Report
which relates to a recommended action for which the Controlling Class
Representative is entitled to object under Section 6.11, the Controlling Class
Representative 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 Mortgage Loan documents. If the Controlling Class
Representative disapproves such Asset Status Report, the Special Servicer will
revise such Asset Status Report and deliver to the Controlling Class
Representative, the Rating Agencies and the Master Servicer a new Asset Status
Report as soon as practicable, but in no event 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 Controlling Class
Representative shall fail to disapprove such revised Asset Status Report in
writing within [__] Business Days of receiving such revised Asset Status Report
or until the Special Servicer makes one of the determinations described below.
The Special Servicer may, from time to time, modify any Asset Status Report it
has previously delivered and implement such report; provided such report shall
have been prepared, reviewed and not rejected pursuant to the terms of this
Section. Notwithstanding the foregoing, the Special Servicer (i) may, following
the occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report (and consistent
with the terms hereof) before the expiration of a [__] Business Day period if
the Special Servicer has reasonably determined that failure to take such action
would materially and adversely affect the interests of the Certificateholders
or, if a Loan Pair is involved, the Certificateholders and the related Companion
Holders, (as a collective whole) and it has made a reasonable effort to contact
the Controlling Class Representative and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard.

            Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders. If the majority of such
Certificateholders, as determined by Voting Rights, fail, within [__] days of
the Trustee's sending such notice, to reject such Asset Status Report, the
Special Servicer shall implement the same. If the Asset Status Report is
rejected by a majority of the Certificateholders, (other than for a reason which
violates the Servicing Standard, which shall control), the Special Servicer
shall revise such Asset Status Report as described above in this Section 3.21(d)
and provide a copy of such revised report to the Master Servicer. The Trustee
shall be entitled to reimbursement from the Trust Fund for the reasonable
expenses of providing such notices. Notwithstanding the foregoing, the
Controlling Class Representative's approval of or failure to respond to an Asset
Status Report shall not be deemed to be a substitute for any specific consent
required pursuant to Section 6.11(a).

            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, the terms hereof and the related Asset
Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order
to act in accordance with the Servicing Standard.

            No direction of the Controlling Class Representative or the majority
of the Certificateholders shall (a) require or cause the Special Servicer to
violate the terms of a Specially Serviced Mortgage Loan, applicable law or any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of
REMIC I and REMIC II, (b) result in the imposition of a "prohibited transaction"
or "prohibited contribution" tax under the REMIC Provisions or (c) expose the
Master Servicer, the Special Servicer, the Depositor, any of the Mortgage Loan
Sellers, the Trust Fund or the Trustee or the officers and the directors of each
party to claim, suit or liability or (d) expand the scope of the Master
Servicer's, Trustee's or Special Servicer's responsibilities under this
Agreement. Notwithstanding the foregoing, it is agreed and acknowledged that,
with respect to the Co-Lender Loans, the holders of the Companion Loans have
certain consent and direction rights in the related Intercreditor Agreements,
but nothing herein shall be construed to prevent the Controlling Class
Representative from consulting on a non-binding basis with the Special Servicer
about any applicable Mortgage Loan.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer (and, with respect
to the Special Servicer, only with the consent of the Controlling Class
Representative) may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of their respective obligations
hereunder; provided that, in each case, the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and includes events of default with respect to the Sub-Servicer substantially
similar to the Events of Default set forth in Section 7.01(a) hereof (other than
Section 7.01(a)(ix), (x) and (xi) to the extent applicable (modified to apply to
the Sub-Servicer instead of the Master Servicer); (ii) provides that if the
Master Servicer or the 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), the Trustee or its designee may thereupon
assume all of the rights and, except to the extent such obligations arose prior
to the date of assumption, obligations of the Master Servicer or the Special
Servicer, as the case may be, under such agreement or (except with respect only
to the Sub-Servicing Agreements in effect as of the date of this Agreement) may
terminate such subservicing agreement without cause and without payment of any
penalty or termination fee (other than the right of reimbursement and
indemnification); (iii) provides that the Trustee, for the benefit of the
Certificateholders, shall be a third party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii) none of the Trustee,
the Trust Fund, any successor Master Servicer or Special Servicer, as the case
may be, or any Certificateholder shall have any duties under such agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased Mortgage Loan at its option and without penalty; (v) with respect to
any Sub-Servicing Agreement entered into by the Special Servicer, does not
permit the Sub-Servicer to enter into or consent to any modification, waiver or
amendment or otherwise take any action on behalf of the Special Servicer
contemplated by Section 3.20 hereof without the consent of such Special Servicer
or conduct any foreclosure action contemplated by Section 3.09 hereof or sale of
a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi)
does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust Fund. In addition, each Sub-Servicing
Agreement entered into by the Master Servicer shall provide that such agreement
shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that
becomes a Specially Serviced Mortgage Loan. The Master Servicer and the Special
Servicer shall each deliver to the Trustee and to each other 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.
References in this Agreement to actions taken or to be taken by the Master
Servicer or the Special Servicer 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 or the Special
Servicer hereunder to make P&I Advances or Servicing Advances shall be deemed to
have been advanced by the Master Servicer or the Special Servicer, as the case
may be, out of its own funds and, accordingly, such P&I Advances or Servicing
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 or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.03(d) and 4.03(d), such
interest to be allocable between the Master Servicer or the Special Servicer, as
the case may be, 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, the Trustee and the Depositor in writing promptly of the appointment by
it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) 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 Fund) monitor the performance and enforce the
obligations of their respective 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 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 applicable, in its good faith business
judgment, would require were it the owner of the Mortgage Loans. Subject to the
terms of the related Sub-Servicing Agreement, the Master Servicer and the
Special Servicer may each have the right to remove a Sub-Servicer at any time it
considers such removal to be in the best interests of Certificateholders.

            (d) In the event of the resignation, removal or other termination of
[_______________________], or any successor Master Servicer hereunder for any
reason, the Trustee or other Person succeeding such resigning, removed or
terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the date of this Agreement: (i) to
assume the rights and obligations of the 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 on such terms as the Trustee or other successor 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 Trustee or other
successor Master Servicer in which case the existing Sub-Servicing Agreement
shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if an
Event of Default (as defined in such Sub-Servicing Agreement) has occurred and
is continuing or otherwise in accordance with the Sub-Servicing Agreement, in
each case without paying any Sub-Servicer termination fee.

            Each Sub-Servicing Agreement will provide, among other things, that
the Master Servicer and its successors may at its sole option, terminate any
rights the Sub-Servicer may have thereunder with respect to any or all Mortgage
Loans if S&P or Moody's (i) reduces the rating assigned to one or more Classes
of the respective Certificates as a result of the sub-servicing of the Mortgage
Loans by the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in
writing that it will cause a qualification, downgrade or withdrawal of such
rating due to the continued servicing by the Sub-Servicer.

            (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee and
the Certificateholders for the performance of their respective 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 each alone were servicing
and administering the Mortgage Loans or REO Properties for which it is
responsible.

            (f) The Special Servicer shall not enter into a Sub-Servicing
Agreement unless it receives the consent of the Controlling Class Representative
and each Rating Agency has confirmed in writing that the execution of such
agreement will not result in a qualification, downgrade, or withdrawal of the
then-current ratings on the outstanding Certificates or such Sub-Servicing
Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage
Loans previously sub-serviced pursuant to this section) that represent less than
25% of the outstanding principal balance of all Specially Serviced Mortgage
Loans. The Special Servicer shall comply with the terms of each such
Sub-Servicing Agreement to the extent the terms thereof are not inconsistent
with the terms of this Agreement and the Special Servicer's obligations
hereunder.

            (g) The Master Servicer shall cause any Sub-Servicer engaged by the
Master Servicer (or by any Sub-Servicer) for the benefit of the Depositor and
the Trustee to comply with the provisions of this Section 3.22 and with Section
8.17 of this Agreement to the same extent as if such Sub-Servicer were the
Master Servicer, and to provide the information required with respect to such
Sub-Servicer under this Section 3.22. The Master Servicer shall be responsible
for obtaining from each such Sub-Servicer and delivering to the Trustee and any
applicable Persons any servicer compliance statement required to be delivered by
such Sub-Servicer under Section 3.13 and any assessment of compliance report and
related accountant's attestation required to be delivered by such Sub-Servicer
under Section 3.14, in each case, as and when required to be delivered.

            (h) Each of the Master Servicer, the Special Servicer, the
Sub-Servicer and the Trustee (each of the Master Servicer, the Special Servicer
and the Trustee and each Sub-Servicer, for purposes of this paragraph, a
"Servicer") is permitted to utilize one or more Subcontractors to perform
certain of its obligations hereunder. Such Servicer shall promptly upon request
provide to the Depositor a written description (in form and substance
satisfactory to the Depositor) of the role and function of each Subcontractor
utilized by such Servicer, specifying (i) the identity of each Subcontractor,
(ii) which (if any) of such Subcontractors are Servicing Participants, and (iii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii) of
this paragraph. As a condition to the utilization by such Servicer of any
Subcontractor determined to be a Servicing Participant, such Servicer shall
cause any such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee to comply with the provisions of Sections 3.13, 3.14
and 8.17 of this Agreement to the same extent as if such Subcontractor were such
Servicer. Such Servicer shall be responsible for obtaining from each such
Subcontractor and delivering to the applicable Persons any assessment of
compliance report and related accountant's attestation required to be delivered
by such Subcontractor under Section 3.13, Section 3.14 and Section 3.17, in each
case, as and when required to be delivered.

            (i) Notwithstanding the foregoing, if a Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicer shall be responsible for determining whether such
Subcontractor is a "servicer" within the meaning of Item 1101 of Regulation AB
and whether any such affiliate or third-party vendor meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB. If a Servicer determines, pursuant
to the preceding sentence, that such Subcontractor is 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, then such Subcontractor shall be
deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of
such Sub-Servicer shall not be effective unless and until notice is given to the
Depositor and the Trustee of any such Sub-Servicer and Subservicing Agreement.
No Subservicing Agreement shall be effective until [__] days after such written
notice is received by the Depositor and the Trustee. Such notice shall contain
all information reasonably necessary to enable the Paying Agent to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act).

            Section 3.23 Representations and Warranties of Master Servicer and
Special Servicer.

            (a) [Wachovia Bank, National Association], in its capacity as Master
Servicer, hereby represents and warrants to the Trustee, for its own benefit and
the benefit of the Certificateholders and the Companion Holders, and to the
Depositor and the Special Servicer, as of the Closing Date, that:

            (i) The Master Servicer is a national banking association, duly
      organized under the laws of the United States of America, and the Master
      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 Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not violate the Master Servicer's
      articles of association or by-laws or constitute a default (or an event
      which, with notice or lapse of time, or both, would constitute a default)
      under, or result in the breach of, any material agreement or other
      material instrument to which it is a party or by which it is bound.

            (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 receivership, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and the
      rights of creditors of banks, 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 will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the 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, calculated on a consolidated basis.

            (vii) Each officer, director, employee, consultant or advisor of the
      Master Servicer with responsibilities concerning the servicing and
      administration of Mortgage Loans is covered by errors and omissions
      insurance in the amounts and with the coverage as, and to the extent,
      required by Section 3.07(c).

            (viii) The net worth of the Master Servicer (or, in the case of the
      initial Master Servicer, the consolidated net worth thereof and of its
      direct or indirect parent), determined in accordance with generally
      accepted accounting principles, is not less than $15,000,000.

            (ix) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Master Servicer of or compliance by the Master Servicer
      with this Agreement or the consummation of the transactions contemplated
      by this Agreement has been obtained and is effective.

            (x) The Master Servicer possesses the fidelity bond required
      pursuant to Section 3.07(c) of this Agreement.

            (b) [_____________] in its capacity as Special Servicer, hereby
represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders and the Companion Holders, and to the Depositor and the
Master Servicer, as of the Closing Date, that:

            (i) [____________] is a corporation duly organized under the laws of
      the State of [_____], validly existing and [__________] 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
      [_____________], and the performance and compliance with the terms of this
      Agreement by [___________], will not violate [_____________]'s
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other material
      instrument by which it is bound.

            (iii) [______________] 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 [_____________], enforceable against
      [____________] 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) [______________] is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in [__________]'s good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of [_______________] or to perform its obligations under this Agreement or
      the financial condition of [__________].

            (vi) No litigation is pending or, to the best of [__________]'s
      knowledge, threatened, against [______________] the outcome of which in
      [_______________]'s good faith and reasonable judgment could reasonably be
      expected to prohibit the Special Servicer from entering into this
      Agreement or, in [__________]'s good faith and reasonable judgment, is
      likely to materially and adversely affect either the ability of
      [__________] to perform its obligations under this Agreement or the
      financial condition of [_________________].

            (vii) Each officer, director and employee of [_________________] and
      each consultant or advisor of [_____________] with responsibilities
      concerning the servicing and administration of Mortgage Loans is covered
      by errors and omissions insurance in the amounts and with the coverage
      required by Section 3.07(c).

            (viii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by [____________] of or compliance by [____________] with this
      Agreement or the consummation of the transactions contemplated by this
      Agreement has been obtained and is effective.

            (ix) [__________________] possesses all insurance required pursuant
      to Section 3.07(c) of this Agreement.

            (c) The representations and warranties of [______________________]
as Master Servicer, set forth in Section 3.23(a), and the representations and
warranties of [_________________________] as Special Servicer, set forth in
Section 3.23(b) shall, respectively, 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 Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties hereto.

            Section 3.24 Sub-Servicing Agreement Representation and Warranty.

            The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements for
such Sub-Servicing Agreements set forth in Sections 3.22(a) and the second
paragraph of 3.22(d) in all material respects.

            Section 3.25 Designation of Controlling Class Representative.

            (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative having the rights and powers
specified in this Agreement (including those specified in Section 6.11) or to
replace an existing Controlling Class Representative. The advisor referred to
above is referred to herein as the "Controlling Class Representative". Upon (i)
the receipt by the Trustee of written requests for the selection of a
Controlling Class Representative from the Holders (or, in the case of Book-Entry
Certificates, the Certificate Owners) of Certificates representing more than 50%
of the Class Principal Balance of the Controlling Class, (ii) the resignation or
removal of the Person acting as Controlling Class Representative or (iii) a
determination by the Trustee that the Controlling Class has changed, the Trustee
shall promptly notify the Depositor and the Holders (and, in the case of
Book-Entry Certificates, to the extent actually known to a Responsible Officer
of the Trustee or identified thereto by the Depository or the Depository
Participants, the Certificate Owners) of the Controlling Class that they may
select a Controlling Class Representative. Such notice shall set forth the
process for selecting a Controlling Class Representative, which shall be the
designation of the Controlling Class Representative by the Holders (or
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class by a writing delivered to the
Trustee. No appointment of any Person as a Controlling Class Representative
shall be effective until such Person provides the Trustee and the Master
Servicer with written confirmation of its acceptance of such appointment, an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and telecopy
numbers). [_______________________________], or an affiliate, shall be the
initial Controlling Class Representative without need for further designation or
notice.

            Notwithstanding anything in this Section 3.25(a), the holders of the
Companion Loans have certain consent and direction rights pursuant to the terms
of the related Intercreditor Agreements as incorporated in this Agreement, and
this Section shall not supersede any such rights, but nothing herein shall be
construed to limit the right of the Controlling Class Representative to consult
on a non-binding basis with the Special Servicer about any applicable Mortgage
Loan.

            (b) Within [__] Business Days (or as soon thereafter as practicable
if the Controlling Class consists of Book-Entry Certificates) of receiving a
request therefor from the Master Servicer or Special Servicer, the Trustee
shall, to the extent in its possession, deliver to the requesting party the
identity of the Controlling Class Representative and a list of each Holder (or,
in the case of Book-Entry Certificates, to the extent actually known to a
Responsible Officer of the Trustee or identified thereto by the Depository or
the Depository Participants, each Certificate Owner) of the Controlling Class,
including, in each case, names and addresses. With respect to such information,
the Trustee shall be entitled to conclusively rely on information provided to it
by the Depository, and the Master Servicer and the Special Servicer shall be
entitled to rely on such information provided by the Trustee with respect to any
obligation or right hereunder that the Master Servicer and the Special Servicer
may have to deliver information or otherwise communicate with the Controlling
Class Representative or any of the Holders (or, if applicable, Certificate
Owners) of the Controlling Class. In addition to the foregoing, within [__]
Business Days of the selection, resignation or removal of a Controlling Class
Representative, the Trustee shall notify the other parties to this Agreement of
such event. The expenses incurred by the Trustee in connection with obtaining
information from the Depository or Depository Participants with respect to any
Book-Entry Certificate shall be expenses of the Trust Fund payable out of the
Certificate Account pursuant to Section 3.05(a).

            (c) A Controlling Class Representative may at any time resign as
such by giving written notice to the Trustee and to each Holder (or, in the case
of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to remove any existing Controlling Class
Representative by giving written notice to the Trustee and to such existing
Controlling Class Representative.

            (d) Once a Controlling Class Representative has been selected
pursuant to this Section 3.25, each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class, in writing, of the resignation or removal of such Controlling
Class Representative.

            (e) Any and all expenses of the Controlling Class Representative
shall be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust Fund. Notwithstanding
the foregoing, if a claim is made against the Controlling Class Representative
by a Mortgagor with respect to this Agreement or any particular Mortgage Loan,
the Controlling Class Representative shall immediately notify the Trustee, the
Master Servicer and the Special Servicer, whereupon (if the Special Servicer or
the Trust Fund are also named parties to the same action and, in the reasonable
judgment of the Special Servicer, (i) the Controlling Class Representative had
acted in good faith, without negligence or willful misfeasance with regard to
the particular matter, and (ii) there is no potential for the Special Servicer
or the Trust Fund to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Controlling Class Representative. This provision shall survive the
termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

            (f) All rights to, and requirements for, information or notice
(including, but not limited to the delivery of information, notice or access to
information) provided to the Controlling Class Representative or
Certificateholders, in general contained in this Agreement shall also apply to
each Companion Holder (provided such Companion Holder is not a Mortgagor or an
affiliate of a Mortgagor) with respect to information relating to the related
Co-Lender Loan (but, in the case of information relating to a Co-Lender Loan,
excluding the fair value determination thereof).

            Section 3.26 Companion Paying Agent.

            (a) The Master Servicer shall be the initial Companion Paying Agent
hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth herein. The Companion Paying Agent
shall promptly make available to the Companion Holders (other than the holder of
the Companion Loan relating to the [_________] Serviced Mortgage Loan) all
reports available to the Companion Paying Agent that the Trustee has made
available to Certificateholders under this Agreement.

            (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its own negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement, the Companion Paying Agent shall not be
liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Companion
Paying Agent and, in the absence of bad faith on the part of the Companion
Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth
and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or
other instrument furnished to the Companion Paying Agent by any Person and which
on their face do not contradict the requirements of this Agreement.

            (c) If the Companion Paying Agent is also the Master Servicer, upon
the resignation or removal of the Master Servicer pursuant to this Agreement,
the Companion Paying Agent shall be deemed simultaneously to resign or be
removed.

            (d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights
accrued prior to such resignation or removal.

            Section 3.27 Companion Register.

            The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the names and addresses of, and wire transfer
instructions for, the Companion Holders (other than the holder of the Companion
Loan relating to the [________] Serviced Mortgage Loan) from time to time, to
the extent such information is provided in writing to it by the Companion
Holder. Each initial Companion Holder, along with its name, address, wiring
instructions and tax identification number, is listed on Exhibit L hereto. The
Companion Holders shall inform the Companion Paying Agent and the Master
Servicer of the name, address, wiring instructions and taxpayer identification
number of any subsequent Companion Holders upon any transfer of a Companion
Loan. Upon the sale of a Companion Loan or portion thereof, the transferring
Companion Holder shall inform the Companion Paying Agent and the Master Servicer
in writing that such transfer has taken place and provide the Companion Paying
Agent and the Master Servicer with the name, address, wiring instructions and
tax identification number of the transferee. In the event the Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in
the related Companion Loan and shall have no obligation to recover and redirect
such payment.

            The Companion Paying Agent shall promptly provide the name and
address of the Companion Holders to any party hereto or any successor Companion
Holders upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such names
and addresses.

            Section 3.28 [Reserved]

            Section 3.29 Future Debt Secured by Interests in Related Borrowers

            In the event the Mortgage Loan Documents permit ownership interests
in the related borrower to be pledged as security for mezzanine debt in the
future, in addition to any consents required hereunder, the Master Servicer
shall require, to the extent not inconsistent with the Mortgage Loan Documents,
the execution in favor of the Trust Fund of a subordination and standstill
agreement or an intercreditor agreement, as applicable, in form and substance
that would be satisfactory to a commercially reasonable and prudent mortgage
lender.

            Section 3.30 Certain Matters Relating to the Future Securitization
of the [__________] Companion Loan.

            (a) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer appointed by such party with
respect to the [______________] Companion Loan to, upon request or notice from
such Mortgage Loan Seller, cooperate with any Mortgage Loan Seller that is
selling the [______________________] Companion Loan into a securitization that
is required to comply with Regulation AB (a "Regulation AB Companion Loan
Securitization") and, to the extent necessary in order to comply with Regulation
AB, provide to the Mortgage Loan Seller information about itself that such
Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117
and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of
Regulation AB and shall cooperate with such Mortgage Loan Seller to provide such
other information as may be necessary to comply with the requirements of
Regulation AB. Each of the Trustee, the Master Servicer and the Special Servicer
understands that such information provided by the Trustee (where such
information pertains to [______________________] individually and not to any
specific aspect of the Trustee's duties or obligations under this Agreement),
the Master Servicer (where such information pertains to [__________]
individually and not to any specific aspect of the Master Servicer's duties or
obligations under this Agreement) and the Special Servicer (where such
information pertains to [__________] individually and not to any specific aspect
of the Special Servicer's duties or obligations under this Agreement), as
applicable, to such Mortgage Loan Seller as required by this clause (a) may be
included in the offering material related to a Regulation AB Companion Loan
Securitization and agrees to indemnify and hold the related Mortgage Loan Seller
harmless for any costs, liabilities, fees and expenses incurred by the Mortgage
Loan Seller as a result of any material misstatements or omissions in any such
offering material to the extent that such material misstatement or omission was
made in reliance upon any such information provided by such person.

            (b) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause the any Sub-Servicer appointed with respect to the
[_________________________] Companion Loan to, upon request or notice from such
parties (which request or notice may be given once at the closing of such
Regulation AB Companion Loan Securitization instead of each time a filing is
required), cooperate with the trustee, master servicer or special servicer for
any Regulation AB Companion Loan Securitization in preparing each Form 10-D
required to be filed by such Regulation AB Companion Loan Securitization (until
January 30 of the first year in which the trustee for such Regulation AB
Companion Loan Securitization files a Form 15 Suspension Notice with respect to
the related trust fund) and shall provide to such trustee or master servicer
within the time period set forth in the pooling and servicing agreement for such
Regulation AB Companion Loan Securitization such information relating to the
[__________] Companion Loan as may be necessary for the servicer and trustee of
the Regulation AB Companion Loan Securitization to comply with the reporting
requirements of Regulation AB; provided, however that any parties to any
Regulation AB Companion Loan Securitization shall consult with the Trustee, the
Master Servicer and the Special Servicer (and the Master Servicer shall consult
with any Sub-Servicer appointed with respect to the [__________] Companion
Loan), and the Trustee, the Master Servicer and the Special Servicer shall
cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D reports in the documentation for such Regulation AB
Companion Loan Securitization.

            (c) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer appointed with respect to the
[______________________] Companion Loan to, upon request from such trustee
(which request or notice may be given once at the closing of such Regulation AB
Companion Loan Securitization instead of each time a filing is required),
provide the trustee under a Regulation AB Companion Loan Securitization (until
January 30 of the first year in which the trustee for such Regulation AB
Companion Loan Securitization files a Form 15 Suspension Notice with respect to
the related trust fund) information with respect to any event that is required
to be disclosed under Form 8-K with respect to the [__________] Companion Loan
within [__] Business Days after the occurrence of such event of which it has
knowledge.

            (d) On or before March 15 of each year (or March 14 if a leap year)
during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such
Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notice with respect to the
related trust fund was filed), each of the Trustee, the Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall
use reasonable efforts to cause any Sub-Servicer appointed with respect to the
[__________] Companion Loan to, upon request from such trustee (which request or
notice may be given once at the closing of such Regulation AB Companion Loan
Securitization instead of each time a filing is required), provide, with respect
to itself, the trustee under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on
an assessment of compliance with the servicing criteria to the extent required
pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm's
attestation report on such Person's assessment of compliance with the applicable
servicing criteria to the extent required pursuant to Item 1122(b) of Regulation
AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB.

            (e) On or before March 15 of each year (or March 14 if a leap year)
during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such
Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notice with respect to the
related trust fund was filed), each of the Trustee, the Master Servicer and the
Special Servicer shall, and the Master Servicer shall use reasonable efforts to
cause the Primary Servicer, if applicable, and any Sub-Servicer appointed with
respect to the [_________________] Companion Loan to, to the extent required
pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the
trustee, upon request from such trustee (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead
of each time a filing is required), under such Regulation AB Companion Loan
Securitization a servicer compliance statement signed by an authorized officer
of such Person that satisfies the requirements of Item 1123 of Regulation AB.

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall use reasonable efforts to cause a Sub-Servicer to agree,
(severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan
Seller, depositor, trustee or master servicer under a Regulation AB Companion
Loan Securitization harmless for any costs, liabilities, fees and expenses
incurred by such Mortgage Loan Seller, depositor, trustee or master servicer as
a result of any failure by the Trustee, the Fiscal Agent, the Master Servicer
and the Special Servicer, as applicable, to comply with the reporting
requirements to the extent applicable set forth under Sections 3.30(b), (c), (d)
or (e) above.

            Each Subservicing Agreement related to the [__________] Companion
Loan shall use commercially reasonable efforts to contain a provision requiring
the related Sub-Servicer to provide to the Master Servicer or Special Servicer,
as applicable, information, reports and certificates with respect to itself
comparable to any information, reports or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 3.30, even
if such Sub-Servicer is not otherwise required to provide such information,
reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master
Servicer or Special Servicer, as applicable, no later than [__] Business Days
prior to the date on which the Master Servicer or Special Servicer, as
applicable, is required to deliver its comparable information, reports or
certificates pursuant to this Section 3.30.


<PAGE>

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Distribution
Account, after payment of amounts payable from the Distribution Account in
accordance with Section 3.05(b)(ii) through (vii), deemed distributions from
REMIC I to REMIC II pursuant to Section 4.01(h), for the following purposes and
in the following order of priority, in each case to the extent of the remaining
portion of the Available Distribution Amount:

            (i) concurrently, (i) from the Loan Group 1 Available Distribution
      Amount, to distributions of interest to the Holders of the Class A-1,
      Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-5 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) from the
      Loan Group 2 Available Distribution Amount, to distributions of interest
      to the Holders of the Class A-1A Certificates, up to 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, if any, and (iii) from the Loan
      Group 1 Available Distribution Amount and/or the Loan Group 2 Available
      Distribution Amount, to distributions of interest to the Holders of the
      Class X-C and Class X-P Certificates, up to an amount equal to, and pro
      rata as between such Classes of Certificates, 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; provided, however, that if the Loan
      Group 1 Available Distribution Amount and/or the Loan Group 2 Available
      Distribution Amount is insufficient to pay in full the total amount of
      Distributable Certificate Interest, as provided above, payable in respect
      of any Class of Senior Certificates on such Distribution Date, then the
      entire Available Distribution Amount shall be applied to make
      distributions of interest to the Holders of the respective Classes of the
      Senior 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-PB
      Certificates, in an amount equal to the Loan Group 1 Principal
      Distribution Amount for such Distribution Date and, after the Class A-1A
      Certificates have been retired, the Loan Group 2 Principal Distribution
      Amount remaining after payments to the Class A-1A Certificates have been
      made on such Distribution Date, until the Certificate Balance of the Class
      A-PB Certificates is reduced to the Class A-PB Planned Principal Balance;

<PAGE>

            (iii) after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB Planned Principal Balance,
      to distributions of principal to the Holders of the Class A-1
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1 Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 1 Principal Distribution
      Amount and, after the Class Principal Balance of the Class A-1A
      Certificates has been reduced to zero, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (vi) below on such Distribution
      Date, less any portion thereof distributed in respect of the Class A-PB
      Certificates on such Distribution Date;

            (iv) after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB Planned Principal Balance
      and after the Class Principal Balance of the Class A-1 Certificates has
      been reduced to zero, to distributions of principal to the Holders of the
      Class A-2 Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class A-2 Certificates outstanding immediately prior to
      such Distribution Date) equal to the entire Loan Group 1 Principal
      Distribution Amount and, after the Class Principal Balance of the Class
      A-1A Certificates has been reduced to zero, the entire Loan Group 2
      Principal Distribution Amount for such Distribution Date remaining after
      making any distributions required pursuant to clause (xii) below on such
      Distribution Date (in each case, net of any portion thereof distributed on
      such Distribution Date to the Holders of the Class A-PB Certificates and
      the Class A-1 Certificates pursuant to clauses (ii) and (iii) above);

            (v) after the Class Principal Balance of the Class A-PB Certificates
      has been reduced to the Class A-PB Planned Principal Balance and after the
      Class Principal Balances of each of the Class A-1 and Class A-2
      Certificates have been reduced to zero, to distributions of principal to
      the Holders of the Class A-3 Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class A-3 Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Loan
      Group 1 Principal Distribution Amount and, after the Class Principal
      Balance of the Class A-1A Certificates has been reduced to zero, the
      entire Loan Group 2 Principal Distribution Amount for such Distribution
      Date remaining after making any distributions required pursuant to clause
      (vi) below on such Distribution Date (in each case, net of any portion
      thereof distributed on such Distribution Date to the Holders of the Class
      A-PB, Class A-1 and Class A-2 Certificates pursuant to clauses (ii), (iii)
      and (iv) above);

            (vi) after the Class Principal Balances of the Class A-1, Class A-2
      and Class A-3 Certificates have been reduced to zero, to distributions of
      principal to the Holders of the Class A-PB Certificates, in an amount (not
      to exceed the Class Principal Balance of the Class A-PB Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      entire Loan Group 1 Principal Distribution Amount for such Distribution
      Date remaining after making any distributions required pursuant to clause
      (vi) below on such Distribution Date (in each case, net of any portion
      thereof distributed on such Distribution Date to the Holders of the Class
      A-PB, Class A-1, Class A-2 and Class A-3 Certificates pursuant to clauses
      (ii), (iii), (iv) and (v) above);

<PAGE>

            (vii) after the Class Principal Balances of the Class A-1, Class
      A-2, Class A-3 and Class A-PB Certificates have been reduced to zero, to
      distributions of principal to the Holders of the Class A-4 Certificates in
      an amount (not to exceed the Class Principal Balance of the Class A-4
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Loan Group 1 Principal Distribution Amount and, after
      the Class Principal Balance of the Class A-1A Certificates has been
      reduced to zero, the entire Loan Group 2 Principal Distribution Amount for
      such Distribution Date remaining after making any distributions required
      pursuant to clause (vi) below on such Distribution Date (in each case, net
      of any portion thereof distributed on such Distribution Date to the
      Holders of the Class A-PB, Class A-1, Class A-2 and Class A-3 Certificates
      pursuant to clauses (ii), (iii), (iv), (v) and (vi) above);

            (viii) after the Class Principal Balances of the Class A-1, Class
      A-2, Class A-3, Class A-PB and Class A-4 Certificates have been reduced to
      zero, to distributions of principal to the Holders of the Class A-5
      Certificates in an amount (not to exceed the Class Principal Balance of
      the Class A-5 Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 1 Principal Distribution
      Amount and, after the Class Principal Balance of the Class A-1A
      Certificates has been reduced to zero, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (vi) below on such Distribution
      Date (in each case, net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-PB, Class A-1, Class A-2,
      Class A-3 and Class A-4 Certificates pursuant to clauses (ii), (iii),
      (iv), (v), (vi) and (vii) above);

            (ix) to distributions of principal to the Holders of the Class A-1A
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1A Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 2 Principal Distribution
      Amount and, after the Class Principal Balances of the Class A-PB, Class
      A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates have been
      reduced to zero, the entire Loan Group 1 Principal Distribution Amount for
      such Distribution Date remaining after making any distributions required
      pursuant to clauses (ii), (iii), (iv), (v), (vi), and (vii) above on such
      Distribution Date;

            (x) to distributions to the Holders of the Class A-PB Certificates,
      the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
      Certificates, the Class A-4 Certificates, Class A-5 Certificates and the
      Class A-1A Certificates, pro rata as among such Classes of Certificates,
      in accordance with, in an amount equal to, and in reimbursement of, all
      Realized Losses and Additional Trust Fund Expenses, if any, previously
      allocated to each such Class of Certificates and not previously
      reimbursed;

            (xi) to distributions of interest to the Holders of the Class A-M
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date (net
      of any portion thereof distributed on such Distribution Date to the
      Holders of any other Class of Certificates pursuant to any prior clause of
      this Section 4.01(a));

<PAGE>

            (xii) after the Class Principal Balances of the Class A Certificates
      have been reduced to zero, to distributions of principal to the Holders of
      the Class A-M Certificates, in an amount (not to exceed the Class
      Principal Balance of the Class A-M Certificates outstanding immediately
      prior to such Distribution Date) equal to the Principal Distribution
      Amount for such Distribution Date (net of any portion thereof distributed
      on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xiii) to distributions to the Holders of the Class A-M
      Certificates, in accordance with, in an amount equal to, and in
      reimbursement of, all Realized Losses and Additional Trust Expenses, if
      any, previously allocated to the Class A-M Certificates and not previously
      reimbursed;

            (xiv) to distributions of interest to the Holders of the Class A-J
      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;

            (xv) after the Class Principal Balances of the Class A Certificates,
      the Class A-M Certificates have been reduced to zero, to distributions of
      principal to the Holders of the Class A-J Certificates, in an amount (not
      to exceed the Class Principal Balance of the Class A-J Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      entire Principal Distribution Amount for such Distribution Date (net of
      any portion thereof distributed on such Distribution Date to the Holders
      of any other Class of Certificates pursuant to any prior clause of this
      Section 4.01(a));

            (xvi) to distributions to the Holders of the Class A-J Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      A-J Certificates and not previously reimbursed;

            (xvii) 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;

            (xviii) after the Class Principal Balance of the Class A-J
      Certificates has 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 Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xix) 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, previously allocated to the Class
      B Certificates and not previously reimbursed;

<PAGE>

            (xx) 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;

            (xxi) after the Class Principal Balance of the Class B Certificates
      has 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 Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxii) 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, previously allocated to the Class
      C Certificates and not previously reimbursed;

            (xxiii) to distributions of interest to the Holders of the Class D
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class D Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxiv) after the Class Principal Balance of the Class C Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class D Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class D Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxv) to distributions to the Holders of the Class D Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      D Certificates and not previously reimbursed;

            (xxvi) to distributions of interest to the Holders of the Class E
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class E Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxvii) after the Class Principal Balance of the Class D
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class E Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class E Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal

<PAGE>

      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxviii) to distributions to the Holders of the Class E
      Certificates, in an amount equal to, and in reimbursement of, all Realized
      Losses and Additional Trust Fund Expenses, if any, previously allocated to
      the Class E Certificates and not previously reimbursed;

            (xxix) to distributions of interest to the Holders of the Class F
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class F Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxx) after the Class Principal Balance of the Class E Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class F Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class F Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxxi) to distributions to the Holders of the Class F Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      F Certificates and not previously reimbursed;

            (xxxii) to distributions of interest to the Holders of the Class G
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class G Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxxiii) after the Class Principal Balance of the Class F
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class G Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class G Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxxiv) to distributions to the Holders of the Class G Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      G Certificates and not previously reimbursed;

            (xxxv) to distributions of interest to the Holders of Class H
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class H Certificates

<PAGE>

      for such Distribution Date and, to the extent not previously paid, for all
      prior Distribution Dates;

            (xxxvi) after the Class Principal Balance of the Class G
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class H Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class H Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxxvii) to distributions to the Holders of the Class H Certificates
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      H Certificates and not previously reimbursed;

            (xxxviii) to distributions of interest to the Holders of the Class J
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class J Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxxix) after the Class Principal Balance of the Class H
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class J Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class J Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xl) to distributions to the Holders of the Class J Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      J Certificates and not previously reimbursed;

            (xli) to distributions of interest to the Holders of the Class K
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class K Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xlii) after the Class Principal Balance of the Class J Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class K Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class K Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

<PAGE>

            (xliii) to distributions to the Holders of the Class K Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      K Certificates and not previously reimbursed;

            (xliv) to distributions of interest to the Holders of the Class L
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class L Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xlv) after the Class Principal Balance of the Class K Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class L Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class L Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xlvi) to distributions to the Holders of the Class L Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      L Certificates and not previously reimbursed;

            (xlvii) to distributions of interest to the Holders of the Class M
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class M Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xlviii) after the Class Principal Balance of the Class L
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class M Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class M Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xlix) to distributions to the Holders of the Class M Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      M Certificates and not previously reimbursed;

            (l) to distributions of interest to the Holders of the Class N
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class N Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (li) after the Class Principal Balance of the Class M Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class N Certificates, in

<PAGE>

      an amount (not to exceed the Class Principal Balance of the Class N
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Principal Distribution Amount for such Distribution
      Date (net of any portion thereof distributed on such Distribution Date to
      the Holders of any other Class of Certificates pursuant to any prior
      clause of this Section 4.01(a));

            (lii) to distributions to the Holders of the Class N Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      N Certificates and not previously reimbursed;

            (liii) to distributions of interest to the Holders of the Class O
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class O Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (liv) after the Class Principal Balance of the Class N Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class O Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class O Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (lv) to distributions to the Holders of the Class O Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      O Certificates and not previously reimbursed;

            (lvi) to distributions of interest to the Holders of the Class P
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class P Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (lvii) after the Class Principal Balance of the Class O Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class P Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class P Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (lviii) to distributions to the Holders of the Class P Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      P Certificates and not previously reimbursed;

<PAGE>

            (lix) to distributions of interest to the Holders of the Class Q
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class Q Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (lx) after the Class Principal Balance of the Class P Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class Q Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class Q Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (lxi) to distributions to the Holders of the Class Q Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      Q Certificates and not previously reimbursed;

            (lxii) to distributions of interest to the Holders of the Class S
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class S Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (lxiii) after the Class Principal Balance of the Class Q
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class S Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class S Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (lxiv) to distributions to the Holders of the Class S Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      S Certificates and not previously reimbursed; and

            (lxv) to make distributions to the Holders of the Class R-II
      Certificates, in an amount equal to the excess, if any, of (A) the
      aggregate distributions deemed made in respect of the REMIC I Regular
      Interests on such Distribution Date pursuant to Section 4.01(h), over (B)
      the aggregate distributions made in respect of the Regular Certificates on
      such Distribution Date pursuant to clauses (i) through (lxiii) above;

provided that on each Distribution Date after the aggregate of Class Principal
Balances of each Class of Subordinated Certificates have been reduced to zero,
but any two or more of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4
Certificates, the Class A-5 Certificates and the Class A-1A Certificates remain
outstanding, the payments of principal to be made as contemplated by clauses
(iii) through (x) above with respect to the Class A Certificates will be made to
the Holders of the respective Classes of such Class A Certificates up to an
amount equal to, and pro rata as among such Classes in accordance with, the
respective then outstanding Class Principal Balances of such Classes of
Certificates and without regard to the Principal Distribution Amount for such
Distribution Date and without regard to Loan Group. 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 reduction of the related Class Principal
Balance.

            All distributions of interest made in respect of the Class X-C and
Class X-P 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-C
Strip Rate and Class X-P Strip Rate, as applicable, of such Component multiplied
by its Component Notional Amount, together with any amounts thereof remaining
unpaid from previous Distribution Dates.

            (b) On each Distribution Date, the Paying Agent shall withdraw from
the Distribution Account any amounts that represent Prepayment Premiums and/or
Yield Maintenance Charges actually collected on the Mortgage Loans and any REO
Loans during the related Collection Period and shall be deemed to distribute
such Prepayment Premiums and/or Yield Maintenance Charges from REMIC I to REMIC
II in respect of REMIC I Regular Interest LA-1-1 (whether or not such Class has
received all distributions of interest and principal to which it is entitled),
and then shall distribute each such Prepayment Premium and/or Yield Maintenance
Charge, as additional yield, as follows:

            (i) First, to the Holders of the respective Classes of Regular
      Certificates (other than any Excluded Class thereof) entitled to
      distributions of principal pursuant to Section 4.01(a) on such
      Distribution Date, up to an amount equal to, and pro rata based on, the
      Additional Yield Amounts for each such Class of Certificates for such
      Distribution Date; and

            (ii) Second, (A) on or before the Distribution Date in [________],
      11% of such Yield Maintenance Charges and/or Prepayment Premiums to the
      Holders of the Class X-P Certificates and 89% of such Yield Maintenance
      Charges and/or Prepayment Premiums to the Holders of the Class X-C
      Certificates and (B) after the Distribution Date in [________], 100% to
      the Holders of the Class X-C Certificates, in each case, to the extent of
      any remaining portion of such Yield Maintenance Charges and/or Prepayment
      Premiums.

            On each Distribution Date, the Paying Agent shall withdraw from the
Additional Interest Account any amounts that represent (A) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans and shall distribute such amounts among the Holders of the
Class Z Certificates pro rata in accordance with the respective Percentage
Interests of such Class, and (B) interest and investment income, if any, earned
in respect of amounts held in the Additional Interest Account as provided in
Section 3.06,

<PAGE>

but only to the extent of the Net Investment Earnings with respect to such
account for the related Distribution Date, and shall distribute such amount to
the Trustee as additional compensation.

            (c) 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 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 Paying Agent with
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, in the case of
a Sequential Pay Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate, but taking into account possible future
distributions of Additional Interest) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, 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 Paying
Agent was subsequently notified in writing. If such check is returned to the
Paying Agent, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Paying
Agent shall be set aside by the Paying Agent and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds 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 the Paying Agent has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Paying Agent shall, subject to applicable law,
distribute the unclaimed funds to the Holders of the Class R-II Certificates.

            (d) 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 related 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 related Certificate Owners that it represents. None of
the Trustee, the Paying Agent, the Certificate Registrar, the Depositor or the
Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law. The Trustee and the Depositor
shall perform their respective obligations under a Letter of Representations
among the Depositor, the Trustee and the Initial Depository dated as of the
Closing Date.

            (e) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the 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.

            (f) Except as otherwise provided in Section 9.01, whenever the
Paying Agent receives written notification of or 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 Paying Agent shall, no later than [__]
days after the related Determination Date, mail to each Holder of record on such
date of such Class of Certificates a notice to the effect that:

            (i) the Paying Agent 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
      office of the Certificate Registrar or at 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(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, 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 former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Paying Agent shall, subject to applicable law,
distribute to the Holders of the Class R-II Certificates all unclaimed funds and
other assets which remain subject thereto.

<PAGE>

            (g) Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Paying Agent reasonably believes are applicable under the Code. The Certificate
Registrar shall promptly provide the Paying Agent with any IRS Forms W-9,
W-8BEN, W-8IMY (and all appropriate attachments) or W-8ECI upon its receipt
thereof. The consent of Certificateholders shall not be required for such
withholding. If the Paying Agent does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent 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.

            (h) All distributions made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01 shall be deemed to have first been distributed, with respect to the
Sequential Pay Certificates from REMIC I to REMIC II in respect of its
Corresponding REMIC I Regular Interest set forth in the Preliminary Statement
hereto; provided that interest shall be deemed to have been distributed pro rata
among two or more Corresponding REMIC I Regular Interests that correspond to a
Class of Sequential Pay Certificates and all distributions made in respect of
the Class X-C and Class X-P Certificates on each Distribution Date pursuant to
Section 4.01(a) or Section 9.01, and allocable to any particular Component of
such Class of Certificates in accordance with the last paragraph of Section
4.01(a), shall be deemed to have been first distributed from REMIC I to REMIC II
in respect of such Component's Corresponding REMIC I Regular Interest; provided,
further, that distributions of principal:

                              (1) with respect to the Class A-1 Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LA-1-1; second, to REMIC I Regular Interest
                        LA-1-2; third, to REMIC I Regular Interest LA-1-3; and
                        fourth, to REMIC I Regular Interest LA-1-4; in each case
                        until their respective REMIC I Principal Balances are
                        reduced to zero;

                              (2) with respect to the Class A-2 Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LA-2-1; second, to REMIC I Regular Interest
                        LA-2-2; and third, to REMIC I Regular Interest LA-2-3;
                        in each case, until their respective REMIC I Principal
                        Balances are reduced to zero;

                              (3) with respect to the Class A-PB Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LA-PB-1; second, to REMIC I Regular Interest
                        LA-PB-2; third, to REMIC I Regular Interest LA-PB-3; and
                        fourth, to REMIC I Regular Interest LA-PB-4; in each
                        case, until their respective REMIC I Principal Balances
                        are reduced to zero;

                              (4) with respect to the Class A-4 Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LA-4-1; second, to REMIC I Regular Interest
                        LA-4-2; third, to REMIC I Regular Interest LA-4-3;
                        fourth, to REMIC I Regular Interest LA-4-4; fifth, to
                        REMIC I Regular Interest LA-4-5; sixth, to REMIC I
                        Regular Interest LA-4-6; and seventh, to REMIC I Regular
                        Interest LA-4-7; in each case, until their respective
                        REMIC Principal Balances are reduced to zero;

                              (5) with respect to the Class A-5 Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LA-5-1; second, to REMIC I Regular Interest
                        LA-5-2; and third, to REMIC I Regular Interest LA-5-3;
                        in each case, until their respective REMIC Principal
                        Balances are reduced to zero;

                              (6) with respect to the Class A-1A Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of the REMIC I Regular
                        Interest LA-1A-1; second, to REMIC I Regular Interest
                        LA-1A-2; third, to REMIC I Regular Interest LA-1A-3;
                        fourth, to REMIC I Regular Interest LA-1A-4; fifth, to
                        REMIC I Regular Interest LA-1A-5; sixth, to REMIC I
                        Regular Interest LA-1A-6; seventh, to REMIC I Regular
                        Interest LA-1A-7; eighth, to REMIC I Regular Interest
                        LA-1A-8; ninth, to REMIC I Regular Interest LA-1A-9;
                        tenth, to REMIC I Regular Interest LA-1A-10; eleventh,
                        to REMIC I Regular Interest LA-1A-11; twelfth, to REMIC
                        I Regular Interest LA-1A-12; thirteenth, to REMIC I
                        Regular Interest LA-1A-13; fourteenth, to REMIC I
                        Regular Interest LA-1A-14; and fifteenth, to REMIC I
                        Regular Interest LA-1A-15; in each case, until their
                        respective REMIC I Principal Balances are reduced to
                        zero;

                              (7) with respect to the Class E Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LE-1; and second, to REMIC I Regular Interest
                        LE-2; in each case, until their respective REMIC I
                        Principal Balances are reduced to zero;

                              (8) with respect to the Class F Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LF-1; second, to REMIC I Regular Interest LF-2;
                        and third, to REMIC I Regular Interest LF-3; in each
                        case, until their respective REMIC I Principal Balances
                        are reduced to zero;

                              (9) with respect to the Class G Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LG-1; and second, to REMIC I Regular Interest
                        LG-2; each case, until their respective REMIC I
                        Principal Balances are reduced to zero;

                              (10) with respect to the Class H Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LH-1; second, to REMIC I Regular Interest LH-2;
                        and third, to REMIC I Regular Interest LH-3; in each
                        case, until their respective REMIC I Principal Balances
                        are reduced to zero;

                              (11) with respect to the Class J Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LJ-1; and second, to REMIC I Regular Interest
                        LJ-2; in each case, until their respective REMIC I
                        Principal Balances are reduced to zero; and

                              (12) with respect to the Class K Certificates,
                        shall be deemed to have first been distributed from
                        REMIC I to REMIC II in respect of REMIC I Regular
                        Interest LK-1; second, to REMIC I Regular Interest LK-2;
                        and third, to REMIC I Regular Interest LK-3; in each
                        case, until their respective REMIC I Principal Balances
                        are reduced to zero;

provided, however, all distributions made in respect of the Class X-C and Class
X-P Certificates on each Distribution Date pursuant to Section 4.01(a) or
Section 9.01, and allocable to any particular Component of a Class of Sequential
Pay Certificates in accordance with the last paragraph of Section 4.01(a) shall
be deemed to have first been distributed from REMIC I to REMIC II in respect of
such Component's Corresponding REMIC I Regular Interest.

            (i) All distributions of reimbursements of Realized Losses and
Additional Trust Fund Expenses made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(a) shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of its
Corresponding REMIC I Regular Interest set forth in the Preliminary Statement
hereto; provided, however, that distributions of reimbursements of Realized
Losses and Additional Trust Fund Expenses shall be made in sequential order of
the priority set forth in Section 4.01(h) for principal distributions, up to the
amount of Realized Losses and Additional Trust Fund Expenses previously
allocated to a particular Component of such Class of Certificates. Any amounts
remaining in REMIC I on any Distribution Date after the foregoing distributions
shall be distributed to the Holders of the Class R-I Certificates.

            (i) [Reserved]

            (j) On each Distribution Date, or with respect to a Companion Loan
then included in a securitization, on each P&I Advance Date, the Companion
Paying Agent (based upon a statement of the Master Servicer to be delivered to
the Companion Paying Agent that specifies the amount required to be deposited in
the Companion Distribution Account and any amounts payable to the Master
Servicer from the Companion Distribution Account pursuant to this Section
4.01(l)) shall make withdrawals and payments from the Companion Distribution
Account for the related Companion Loans in the following order of priority:

            (i) to pay the Trustee or any of its directors, officers, employees
      or agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05, to the extent any such amounts
      relate solely to a Loan Pair;

<PAGE>

            (ii) to pay for the cost of the Opinions of Counsel sought by the
      Trustee as contemplated by Sections 9.02(a) and 10.01(h), to the extent
      any such costs relate to a Loan Pair;

            (iii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Companion Distribution Account not required to be
      deposited therein;

            (iv) on each Distribution Date, to pay all amounts remaining in the
      Companion Distribution Account to the Companion Holder; and

            (v) to clear and terminate the Companion Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            All distributions from a Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least [__] Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States. For the avoidance of doubt, in no event
shall the Companion Paying Agent withdraw from funds on deposit in the Companion
Distribution Account any amounts allocable to the [_________________________]
Companion Loan (other than Penalty Interest and late payment charges) to be
applied to, or to provide reimbursement for, any costs, expenses, indemnities,
losses or liabilities relating or allocable to any Mortgage Loan.

            To the extent amounts are payable to or in respect of the Trust Fund
pursuant to this Section 4.01(j)(i) or (ii), the Companion Distribution Account
shall be considered an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Companion Holder for federal income tax
purposes, who shall be taxable on all reinvestment income thereon, and who shall
be deemed to have received any amounts reimbursed from the Trust Fund to the
Companion Distribution Account.

            (k) On each Distribution Date, the Paying Agent shall withdraw
amounts from the Gain-on-Sale Reserve Account and shall distribute such amounts
to reimburse the Holders of each Class of Sequential Pay Certificates (in order
of priority) up to an amount equal to all Realized Losses and Additional Trust
Fund Expenses, if any, previously deemed allocated to such Classes and
unreimbursed after application of the Available Distribution Amount for such
Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account pursuant
to the preceding sentence shall first be deemed to have been distributed to the
Corresponding REMIC I Regular Interest(s) in reimbursement of Realized Losses
and Additional Trust Fund Expenses previously allocated thereto as provided in
Section 4.01(i). Amounts paid from the Gain-on-Sale Reserve Account will not
reduce the Certificate Principal Balances of the Classes of Sequential Pay
Certificates receiving such distributions. Any amounts remaining in the
Gain-on-Sale Reserve Account after such distributions shall be applied to offset
future Realized Losses and Additional Trust Fund Expenses and upon termination
of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account
shall be distributed to the Class R-I Certificateholders.

<PAGE>

            Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.

            (a) On each Distribution Date, the Trustee shall make available on
the Trustee's Internet Website or, upon written request, forward by mail (or by
electronic transmission acceptable to the recipient) to each Certificateholder,
each initial Certificate Owner and (upon written request made to the Trustee)
each subsequent Certificate Owner (as identified to the reasonable satisfaction
of the Trustee), the Depositor, the Master Servicer, the Special Servicer, the
Companion Holders, the Underwriters and each Rating Agency, a statement (a
"Distribution Date Statement"), as to the distributions made on such
Distribution Date, based on information provided to it by the Master Servicer
and the Special Servicer, setting forth:

            (i) the Record Date, the Determination Date, the Distribution Date
      and dates of the Interest Accrual Period for each Class of Certificates;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates in reduction of the Class
      Principal Balance thereof;

            (iii) the amount of the distribution on such Distribution Date to
      the Holders of each Class of Regular Certificates allocable to
      Distributable Certificate Interest and the applicable Interest
      Distribution Amount;

            (iv) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates allocable to Prepayment
      Premiums and/or Yield Maintenance Charges;

            (v) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates in reimbursement of
      previously allocated Realized Losses and Additional Trust Fund Expenses;

            (vi) the Available Distribution Amount for such Distribution Date
      and the sources of such amount;

            (vii) (a) the aggregate amount of P&I Advances made in respect of
      such Distribution Date on a loan by loan basis with respect to the
      Mortgage Pool and each Loan Group pursuant to Section 4.03(a), including,
      without limitation, any amounts applied pursuant to Section 4.03(a)(ii),
      and the aggregate amount of unreimbursed P&I Advances with respect to the
      Mortgage Pool and each Loan Group that had been outstanding at the close
      of business on the related Determination Date and the aggregate amount of
      interest accrued and payable to the Master Servicer or the Trustee in
      respect of such unreimbursed P&I Advances in accordance with Section
      4.03(d) as of the close of business on the related Determination Date, (b)
      the aggregate amount of Servicing Advances on a loan by loan basis with
      respect to the Mortgage Pool and each Loan Group as of the close of
      business on the related Determination Date and (c) the aggregate amount of
      all Nonrecoverable Advances on a loan by loan basis as of the close of
      business on the related Determination Date and (d) to the extent
      available, the foregoing information listed in this clause (vi) with
      respect to P&I Advances by the 2005-C22 Master Servicer on the 2005-C22
      Serviced Mortgage Loan;

<PAGE>

            (viii) the aggregate unpaid principal balance of the Mortgage Pool
      and each Loan Group outstanding as of the close of business on the related
      Determination Date;

            (ix) the aggregate Stated Principal Balance of the Mortgage Pool and
      each Loan Group outstanding immediately before and immediately after such
      Distribution Date;

            (x) the number, aggregate unpaid principal balance, weighted average
      remaining term to maturity or Anticipated Repayment Date, each Mortgage
      Rate and weighted average Mortgage Rate of the Mortgage Loans in the
      Mortgage Pool and each Loan Group as of the close of business on the
      related Determination Date presented in distributional groups and/or
      incremental ranges acceptable to the Depositor in its reasonable
      discretion;

            (xi) the number of Mortgage Loans, the percent of the aggregate
      Stated Principal Balance and the aggregated Stated Principal Balance
      (immediately after such Distribution Date) (and with respect to each
      delinquent Mortgage Loan, a brief description of the reason for
      delinquency, if known by the Master Servicer or Special Servicer, as
      applicable, and provided to the Trustee) of Mortgage Loans in each
      Mortgaged Property type (A) delinquent 30-59 days, (B) delinquent 60-89
      days, (C) delinquent more than 89 days, (D) as to which foreclosure
      proceedings have been commenced, (E) with respect to each Specially
      Serviced Mortgage Loan, the Mortgaged Property type and a brief
      description of the reason for delinquency and the Mortgage Loan's status,
      if known by the Master Servicer or Special Servicer, as applicable, and
      provided to the Trustee, (F) to the actual knowledge of the Master
      Servicer or Special Servicer in bankruptcy proceedings and (G) any
      material changes to the information specified in Item 1100(b)(5) of
      Regulation AB, as amended;

            (xii) as to each Mortgage Loan referred to in the preceding clause
      (x) above, (A) the loan number thereof, (B) the Stated Principal Balance
      thereof immediately following such Distribution Date, and (C) a brief
      description of any loan modification, extension or waiver (identifying the
      relevant loan number);

            (xiii) with respect to any Mortgage Loan as to which a Liquidation
      Event occurred during the related Collection Period (other than a payment
      in full), (A) the loan number thereof, (B) the aggregate of all
      Liquidation Proceeds and other amounts received in connection with such
      Liquidation Event (separately identifying the portion thereof allocable to
      distributions on the Certificates), and (C) the amount of any Realized
      Loss in connection with such Liquidation Event;

            (xiv) with respect to any REO Property included in the Trust Fund as
      to which a Final Recovery Determination was made during the related
      Collection Period, (A) the loan number of the related Mortgage Loan, (B)
      the aggregate of all Liquidation Proceeds and other amounts received in
      connection with such Final Recovery Determination (separately identifying
      the portion thereof allocable to distributions on the Certificates), and
      (C) the amount of any Realized Loss in respect of the related REO
      Property, in connection with such Final Recovery Determination;

<PAGE>

            (xv) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of Regular Certificates for such
      Distribution Date;

            (xvi) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Certificates after giving effect to the
      distributions made on such Distribution Date;

            (xvii) the Pass-Through Rate for each Class of Regular Certificates
      for such Distribution Date;

            (xviii) the Principal Distribution Amount;

            (xix) the Principal Distribution Amount, the Loan Group 1 Principal
      Distribution Amount and the Loan Group 2 Principal Distribution Amount for
      such Distribution Date, separately identifying the respective components
      thereof (and, in the case of any Principal Prepayment or other unscheduled
      collection of principal received during the related Collection Period, the
      loan number for the related Mortgage Loan and the amount of such
      prepayment or other collection of principal);

            (xx) the aggregate of all Realized Losses incurred during the
      related Collection Period and all Additional Trust Fund Expenses incurred
      during the related Collection Period;

            (xxi) the aggregate of all Realized Losses and Additional Trust Fund
      Expenses that were allocated to each Class of Certificates on such
      Distribution Date;

            (xxii) the Class Principal Balance of each Class of Regular
      Certificates (other than the Class X Certificates) and the Component
      Notional Amount of each Component 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;

            (xxiii) the Certificate Factor for each Class of Regular
      Certificates immediately following such Distribution Date;

            (xxiv) the aggregate amount of interest on P&I Advances paid to the
      Master Servicer and the Trustee (and, if applicable, the 2005-C22 Master
      Servicer), with respect to the Mortgage Pool and each Loan Group during
      the related Collection Period in accordance with Section 4.03(d);

            (xxv) the aggregate amount of interest on Servicing Advances paid to
      the Master Servicer, the Trustee and the Special Servicer (and, if
      applicable, the 2005-C22 Master Servicer and the 2005-C22 Special
      Servicer), during the related Collection Period in accordance with Section
      3.03(d) with respect to the Mortgage Pool and each Loan Group;

            (xxvi) the aggregate amount of (i) Servicing Fees paid to the Master
      Servicer (including each fee separately), (ii) the Servicing Fees paid to
      the Special Servicer and (iii) Trustee Fees paid to the Trustee during the
      related Collection Period;

<PAGE>

            (xxvii) the loan number for each Required Appraisal Mortgage Loan
      and any related Appraisal Reduction Amount as of the related Determination
      Date;

            (xxviii) the loan number for each Mortgage Loan which has
      experienced a breach of the representations and warranties, including
      identification of the applicable representation and warranty, given with
      respect to a Mortgage Loan by the applicable Mortgage Loan Seller, as
      provided by the Master Servicer or the Depositor;

            (xxix) the original and thereafter, the current credit support
      levels for each Class of Regular Certificates;

            (xxx) the original and thereafter, the current ratings for each
      Class of Regular Certificates;

            (xxxi) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges with respect to the Mortgage Pool and each Loan Group
      collected during the related Collection Period;

            (xxxii) the amounts, if any, actually distributed with respect to
      the Class Z Certificates, Class R-I Certificates or Class R-II
      Certificates on such Distribution Date;

            (xxxiii) the value of any REO Property included in the Trust Fund as
      of the end of the related Collection Period, based on the most recent
      Appraisal or valuation; and

            (xxxiv) identification of any Mortgage Loan which has been
      substituted as a result of a breach of a representation and warranty.

            In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (x) through (xiii), and (xxv)
and (xxxiii) above, insofar as the underlying information is solely within the
control of the Special Servicer, the Trustee and the Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer.

            The Trustee may rely on and shall not be responsible absent manifest
error 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).

            The Trustee shall, and the Master Servicer may, but is not required
to, make available on or prior to the Distribution Date in each month to the
general public (i) the Distribution Date Statement via their respective Internet
Websites, (ii) as a convenience for interested parties, the Prospectus
Supplement, the Prospectus and this Agreement on the Trustee's and/or the Master
Servicer's respective Internet Websites and (iii) any other items at the request
of the Depositor via the Trustee's and/or the Master Servicer's respective
Internet Websites. In addition, the Trustee shall make available each month, on
each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan
Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA
Collateral Summary File to the general public on its Internet Website. The
Trustee shall make available each month, on each Distribution Date, (i) the
Restricted Servicer Reports, (ii) the CMSA Property File and the CMSA Financial
File and (iii) the CMSA Reconciliation of Funds Report to any Privileged Person
and to any other Person upon the direction of the Depositor.

            Absent manifest error, none of the Master Servicer or the Special
Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a borrower or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable. The Trustee shall not be
responsible absent manifest error for the accuracy or completeness of any
information supplied to it for delivery pursuant to this Section 4.02(a).
Neither the Trustee, the Master Servicer nor the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor or third party.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, send to each Person who at any time
during the calendar year was a Certificateholder of record, a report summarizing
on an annual basis (if appropriate) the items provided to Certificateholders
pursuant to clauses (i), (ii), (iii) and (iv) of the description of
"Distribution Date Statement" above and such other information as may be
required to enable such Certificateholders to prepare their federal income tax
returns. Such information shall include the amount of original issue discount
accrued on each Class of Certificates and information regarding the expenses of
the Trust Fund. Such requirement shall be deemed to be satisfied to the extent
such information is provided pursuant to applicable requirements of the Code
from time to time in force.

            If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book Entry
Certificates, then the Trustee shall mail or cause the mailing of or, provide
electronically or cause the provision electronically of, such statements,
reports and/or other written information to such Certificate Owner upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

            The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives the necessary underlying information from the Special Servicer or
Master Servicer, as applicable, and shall not be liable for any failure to
deliver any thereof on the prescribed due dates, to the extent caused by failure
to receive timely such underlying information. Nothing herein shall obligate the
Trustee or the Master Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, Master Servicer or the Special Servicer to disseminate information for
such reason shall not be a breach hereof.

<PAGE>

            (b) Not later than 1:00 p.m. New York City time on the second
Business Day preceding each Distribution Date the Master Servicer shall furnish
to the Trustee, the Depositor, the Special Servicer and the Underwriters, by
electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), with a hard
copy (other than in the case of the Trustee) of such transmitted information to
follow promptly, an accurate and complete CMSA Loan Periodic Update File
providing the required information for the Mortgage Loans as of such
Determination Date. The Depositor shall provide the information necessary for
the CMSA Loan Setup File on the Closing Date. Not later than 2:00 p.m. New York
City time on the second Business Day preceding each Distribution Date, the
Master Servicer shall deliver to the Trustee notice of the Discount Rate
applicable to each Principal Prepayment received in the related Collection
Period.

            In the performance of its obligations set forth in Section 4.05, and
its other duties hereunder, the Trustee (including in its capacity as Paying
Agent) may conclusively rely on reports provided to it by the Master Servicer,
and the Trustee shall not be responsible to recompute, recalculate or verify the
information provided to it by the Master Servicer. In the case of information to
be furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer shall have no obligation to provide such
information until it has received such information from such party, shall not be
in default hereunder due to a delay in providing the CMSA Loan Periodic Update
File caused by the such party's failure to timely provide any report required
under this Agreement and may, absent manifest error, conclusively rely on the
reports to be provided by the such party.

            Section 4.03 P&I Advances.

            (a) On or before 1:30 p.m., New York City time, on each P&I Advance
Date, the Master Servicer shall (i) apply amounts in the Certificate Account
received after the end of the related Collection Period or otherwise held for
future distribution to Certificateholders in subsequent months in discharge of
its obligation to make P&I Advances or (ii) subject to Section 4.03(c) below,
remit from its own funds to the Paying Agent for deposit into the Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date. The Master Servicer may also
make P&I Advances in the form of any combination of clauses (i) and (ii) above
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Certificate Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Certificate Account on or before the
next succeeding Determination Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and interest
in respect of which such P&I Advances were made). If, as of 3:00 p.m., New York
City time, on any P&I Advance 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
[_________] (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at [_________] or [_________] (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
P&I Advance Date. If the Trustee does not receive the full amount of such P&I
Advances by 10:00 a.m., New York City time, on the related Distribution Date,
then, subject to Section 4.03(c), (i) the Trustee shall, no later than 11:00
a.m., New York City time, on such related Distribution Date make the portion of
such P&I Advances that was required to be, but was not, made by the Master
Servicer on such P&I Advance Date, and (ii) the provisions of Sections 7.01 and
7.02 shall apply.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee in respect of any Distribution Date shall, subject to
Section 4.03(c) and Section 4.03(e) below, equal the aggregate of all Periodic
Payments (other than Balloon Payments) and any Assumed Scheduled Payments, net
of related Servicing Fees due or deemed due, as the case may be, in respect of
the Mortgage Loans (including, without limitation, Balloon Mortgage Loans
delinquent as to their respective Balloon Payments) and any REO Loans on their
respective Due Dates during (or deemed to be during) the related Collection
Period, to the extent such amount was not paid by or on behalf of the related
Mortgagor or otherwise collected (including as net income from REO Properties)
as of the close of business on the last day of related Collection Period;
provided that, (x) if the Periodic Payment on any Mortgage Loan has been reduced
in connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, or if the final maturity on any
Mortgage Loan shall be extended in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
and the Periodic Payment due and owing during the extension period is less than
the related Assumed Scheduled Payment, then the Master Servicer or the Trustee
shall, as to such Mortgage Loan only, advance only the amount of the Periodic
Payment due and owing after taking into account such reduction (net of related
Servicing Fees) in the event of subsequent delinquencies thereon; and (y) if it
is determined that an Appraisal Reduction Amount exists with respect to any
Required Appraisal Mortgage Loan, then, with respect to the Distribution Date
immediately following the date of such determination and with respect to each
subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists with respect to such Required Appraisal Mortgage Loan, the Master
Servicer or the Trustee will be required in the event of subsequent
delinquencies to advance in respect of such Mortgage Loan only an amount equal
to the sum of (A) the amount of the interest portion of the P&I Advance that
would otherwise be required without regard to this clause (y), minus the product
of (1) such Appraisal Reduction Amount and (2) the per annum Pass-Through Rate
(i.e., for any month, one-twelfth of the Pass-Through Rate) applicable to the
Class of Certificates to which such Appraisal Reduction Amount is allocated
pursuant to Section 4.04(d) and (B) the amount of the principal portion of the
P&I Advance that would otherwise be required without regard to this clause (y).

            (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. The determination by the Master
Servicer or the Special Servicer that the Master Servicer has made a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's
Certificate delivered to the Trustee and the Depositor on or before the related
P&I Advance Date, setting forth the basis for such determination, together with
any other information, including Appraisals (the cost of which may be paid out
of the Certificate Account pursuant to Section 3.05(a)) (or, if no such
Appraisal has been performed pursuant to this Section 4.03(c), a copy of an
Appraisal of the related Mortgaged Property performed within the twelve months
preceding such determination), related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged
Properties, engineers' reports, environmental surveys and any similar reports
that the Master Servicer may have obtained consistent with the Servicing
Standard and at the expense of the Trust Fund, that support such determination
by the Master Servicer or the Special Servicer. As soon as reasonably practical
after making such determination, the Special Servicer shall report to the Master
Servicer the Special Servicer's determination as to whether each P&I Advance
made with respect to any previous Distribution Date or required to be made with
respect to such Distribution Date with respect to any Specially Serviced
Mortgage Loan or REO Loan is a Nonrecoverable P&I Advance. The Master Servicer
shall be entitled to conclusively rely on such determination by the Special
Servicer. The Trustee shall be entitled to rely, conclusively, on any
determination by the Master Servicer or the Special Servicer that a P&I Advance,
if made, would be a Nonrecoverable Advance (and with respect to a P&I Advance,
the Trustee shall rely on the Master Servicer's determination that the P&I
Advance would be a Nonrecoverable Advance if the Trustee determines that it does
not have sufficient time to make such determination); provided, however, that,
if the Master Servicer has failed to make a P&I Advance for reasons other than a
determination by the Master Servicer or the Special Servicer that such P&I
Advance would be Nonrecoverable Advance, the Trustee shall make such Advance
within the time periods required by Section 4.03(a) unless the Trustee, in
accordance with the standard of care set forth in Section 8.01(a), makes a
determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable Advance. The Trustee, in determining whether
or not a P&I Advance previously made is, or a proposed P&I Advance, if made,
would be, a Nonrecoverable Advance shall be subject to the standards set forth
in Section 8.01(a) hereunder, including utilizing its good faith business
judgment to make such determination.

            (d) In connection with the recovery by the Master Servicer or the
Trustee of any P&I Advance out of the Certificate Account pursuant to Section
3.05(a), subject to the next sentence, the Master Servicer shall be entitled to
pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Certificate Account, interest at the Reimbursement Rate in effect
from time to time, compounded annually, accrued on the amount of such P&I
Advance (to the extent made with its own funds) from the date made (provided,
however, no such interest shall accrue during any grace period under a Mortgage
Loan) to but not including the date of reimbursement, such interest to be
payable, subject to the terms of the Intercreditor Agreement with respect to the
related Loan Pair, first out of late payment charges and Penalty Interest
received on the related Mortgage Loan or REO Property during the Collection
Period in which such reimbursement is made and then from general collections on
the Mortgage Loans then on deposit in the Certificate Account. The Master
Servicer shall reimburse itself or the Trustee, as applicable, for any
outstanding P&I Advance made thereby as soon as practicable after funds
available for such purpose have been received by the Master Servicer, 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 payment of principal and interest or Late
Collection was received by the Master Servicer on or prior to the related P&I
Advance Date.

<PAGE>

            (e) In no event shall the Trustee make a P&I Advance with respect to
any Companion Loan.

            (f) Subject to Section 4.03(b) and Section 4.03(c), the Master
Servicer shall make P&I Advances in respect of the [_______________________]
Companion Loan only during such time the [____________________________]
Companion Loan is included in a securitization or a collateralized debt
obligation in which interests therein are issued or created pursuant to the
terms of the [________________] Intercreditor Agreement. With respect to any P&I
Advance made on the [______________________] Companion Loan, the Master Servicer
shall be entitled to recovery of such amounts from the holder thereof. For the
avoidance of doubt, the Trust Fund shall not be liable for any recoveries of P&I
Advances made by the Master Servicer on the [_______________________] Companion
Loan. Notwithstanding anything to the contrary contained herein, the Trustee
shall have no obligation hereunder to, and shall not make P&I Advances in
respect of, the [______________________] Companion Loan.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses; Allocation of Certificate Deferred Interest; Allocation of Appraisal
Reduction Amounts.

            (a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Paying Agent shall allocate to
the respective Classes of Sequential Pay Certificates the aggregate of all
Realized Losses and Additional Trust Fund Expenses that were incurred at any
time following the Cut-Off Date through the end of the related Collection Period
and in any event that were not previously allocated pursuant to this Section
4.04(a) on any prior Distribution Date, but only to the extent that (i) the
aggregate Certificate Principal Balance of the Sequential Pay Certificates as of
such Distribution Date (after taking into account all of the distributions made
on such Distribution Date pursuant to Section 4.01), exceeds (ii) the aggregate
Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date (for purposes of this calculation
only, not giving effect to any reductions of the Stated Principal Balance for
payments of principal collected on the Mortgage Loans that were used to
reimburse any Nonrecoverable Advances, to the extent a Final Recovery
Determination has not been made with respect thereto, and Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(vii) hereof): first, to the
Class S Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero; second, to the Class Q Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; third, to the Class P
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourth, to the Class O Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class N
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class M Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class L
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class K Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class J
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class H Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class G
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class F Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class E
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourteenth, to the Class D Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; fifteenth to the Class
C Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixteenth to the Class B Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; seventeenth, to the
Class A-J Certificates, until the remaining Class Principal Balance thereof has
been reduced to zero; eighteenth to the Class A-M Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; and
nineteenth, pro rata (based on remaining Class Principal Balances) to the Class
A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
Class A-PB Certificates, the Class A-4 Certificates, the Class A-5 Certificates
and the Class A-1A Certificates, until the Class Principal Balances thereof are
reduced to zero. Any allocation of Realized Losses and Additional Trust Fund
Expenses to a Class of Regular Certificates shall be made by reducing the Class
Principal Balances thereof by the amount so allocated. All Realized Losses and
Additional Trust Fund Expenses, if any, allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. All Realized Losses
and Additional Trust Fund Expenses, if any, that have not been allocated to the
Regular Certificates as of the Distribution Date on which the aggregate
Certificate Principal Balance of such Regular Certificates has been reduced to
zero, shall be deemed allocated to the Residual Certificates.

            (b) On each Distribution Date, following the deemed distributions of
principal or reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the REMIC I Regular Interests
pursuant to Section 4.01(h), the REMIC I Principal Balance (or aggregate REMIC I
Principal Balance with respect to the REMIC I Regular Interests corresponding to
the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-5, Class
A-1A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and
Class K Certificates) of the Corresponding REMIC I Regular Interests (after
taking account of such deemed distributions) shall be reduced as a result of
Realized Losses and Additional Trust Fund Expenses to equal the Class Principal
Balance of the Corresponding Certificates that will be outstanding immediately
following such Distribution Date; provided that Realized Losses and Additional
Trust Fund Expenses shall be allocated:

            (i) with respect to the Class A-1 Certificates, first, in respect of
      REMIC I Regular Interest LA-1-1; second, to REMIC I Regular Interest
      LA-1-2; third, to REMIC I Regular Interest LA-1-3; and fourth, to REMIC I
      Regular Interest LA-1-4; in each case, until their respective REMIC I
      Principal Balances are reduced to zero;

            (ii) with respect to the Class A-2 Certificates, first, in respect
      of REMIC I Regular Interest LA-2-1; second, to REMIC I Regular Interest
      LA-2-2; and third, to REMIC I Regular Interest LA-2-3; in each case, until
      their respective REMIC I Principal Balances are reduced to zero;

            (iii) with respect to the Class A-PB Certificates, first, in respect
      of REMIC I Regular Interest LA-PB-1; second, to REMIC I Regular Interest
      LA-PB-2; third, to REMIC I Regular Interest LA-PB-3; and fourth, to REMIC
      I Regular Interest LA-PB-4; in each case, until their respective REMIC I
      Principal Balances are reduced to zero;

<PAGE>

            (iv) with respect to the Class A-4 Certificates, first, in respect
      of REMIC I Regular Interest LA-4-1; second, to REMIC I Regular Interest
      LA-4-2; third, to REMIC I Regular Interest LA-4-3; fourth, to REMIC I
      Regular Interest LA-4-4; fifth, to REMIC I Regular Interest LA-4-5; sixth,
      to REMIC I Regular Interest LA-4-6; and seventh, to REMIC I Regular
      Interest LA-4-7; in each case, until their respective REMIC I Principal
      Balances are reduced to zero;

            (v) with respect to the Class A-5 Certificates, first, in respect of
      REMIC I Regular Interest LA-5-1; second, to REMIC I Regular Interest
      LA-5-2; and third, to REMIC I Regular Interest LA-5-3; in each case, until
      their respective REMIC I Principal Balances are reduced to zero;

            (vi) with respect to the Class A-1A Certificates, first, in respect
      of the REMIC I Regular Interest LA-1A-1; second, to REMIC I Regular
      Interest LA-1A-2; third, to REMIC I Regular Interest LA-1A-3; fourth, to
      REMIC I Regular Interest LA-1A-4; fifth, to REMIC I Regular Interest
      LA-1A-5; sixth, to REMIC I Regular Interest LA-1A-6; seventh, to REMIC I
      Regular Interest LA-1A-7; eighth, to REMIC I Regular Interest LA-1A-8;
      ninth, to REMIC I Regular Interest LA-1A-9; tenth, to REMIC I Regular
      Interest LA-1A-10; eleventh, to REMIC I Regular Interest LA-1A-11;
      twelfth, to REMIC I Regular Interest LA-1A-12; thirteenth, to REMIC I
      Regular Interest LA-1A-13; fourteenth, to REMIC I Regular Interest
      LA-1A-14; and fifteenth, to REMIC I Regular Interest LA-1A-15; in each
      case, until their respective REMIC I Principal Balances are reduced to
      zero;

            (vii) with respect to the Class E Certificates, first, in respect of
      REMIC I Regular Interest LE-1; and second, to REMIC I Regular Interest
      LE-2; in each case, until their respective REMIC I Principal Balances are
      reduced to zero;

            (viii) with respect to the Class F Certificates, first, in respect
      of REMIC I Regular Interest LF-1; second, to REMIC I Regular Interest
      LF-2; and third, to REMIC I Regular Interest LF-3; in each case, until
      their respective REMIC I Principal Balances are reduced to zero;

            (ix) with respect to the Class G Certificates, first, in respect of
      REMIC I Regular Interest LG-1; and second, to REMIC I Regular Interest
      LG-2; in each case, until their respective REMIC I Principal Balances are
      reduced to zero;

            (x) with respect to the Class H Certificates, first, in respect of
      REMIC I Regular Interest LH-1; second, to REMIC I Regular Interest LH-2;
      and third, to REMIC I Regular Interest LH-3; in each case, until their
      respective REMIC I Principal Balances are reduced to zero;

            (xi) with respect to the Class J Certificates, first, in respect of
      REMIC I Regular Interest LJ-1; and second, to REMIC I Regular Interest
      LJ-2; in each case, until their respective REMIC I Principal Balances are
      reduced to zero; and

            (xii) with respect to the Class K Certificates, first, in respect of
      REMIC I Regular Interest LK-1; second, to REMIC I Regular Interest LK-2;
      and third, to REMIC I Regular Interest LK-3; in each case, until their
      respective REMIC I Principal Balances are reduced to zero.

            (c) On any Distribution Date, the amount of any Mortgage Deferred
Interest will be allocated as Certificate Deferred Interest to each outstanding
Class of Sequential Pay Certificates in reverse order of priorities (except with
respect to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-5
and Class A-1A Certificates, which amounts shall be applied pro rata (based on
remaining Class Principal Balances) to such Certificates), in each case up to
the respective Accrued Certificate Interest for each such Class of Certificates
for such Distribution Date. On each such Distribution Date, the Certificate
Principal Balance of each Class of Certificates to which Certificate Deferred
Interest has been allocated shall be increased by the amount of Certificate
Deferred Interest allocated to such Class of Certificates. The amount of
Certificate Deferred Interest allocated to any Class of Sequential Pay
Certificates shall be allocated to, and will increase the REMIC I Principal
Balances of the Corresponding REMIC I Regular Interest(s) in reverse order of
priority specified for deemed distributions of principal in Section 4.01(h);
provided, however, that with respect to the Class A-1, Class A-2, Class A-3,
Class A-PB, Class A-4, Class A-5 and Class A-1A Certificates, allocations to the
Corresponding REMIC I Regular Interests shall be made on a pro rata basis.

            (d) Any Appraisal Reduction Amounts shall be allocated only for
purposes of determining the amount of P&I Advances with respect to the related
Mortgage Loan, as follows: to the Class Principal Balance of the Class S, Class
Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class
G, Class F, Class E, Class D, Class C, Class B, Class A-J and Class A-M
Certificates, in that order, up to the amount of their respective Class
Principal Balances, and then to the Class A Certificates on a pro rata basis;
provided, however, that with respect to any Appraisal Reduction Amount relating
to a Co-Lender Loan, such Appraisal Reduction Amount will be applied, first to
the Subordinate Companion Loans from the most junior to the most senior, and
with respect to the [__________] Whole Loan, will be applied pro rata to the
[__________] Loan and the [__________] Companion Loan. On any Distribution Date,
an Appraisal Reduction Amount that otherwise would be allocated to a Class of
Certificates shall be allocated to the next most subordinate Class to the extent
that the Class Principal Balance on such Distribution Date for such Class of
Certificates (prior to taking the Appraisal Reduction Amount into account) is
less than the Appraisal Reduction Amount for the Distribution Date. The Master
Servicer shall report to the Trustee on or before each Determination Date all
Appraisal Reduction Amounts and the Trustee shall report to the Master Servicer
no later than 10:00 a.m. on the related P&I Advance Date the Pass-Through Rates
necessary to calculate the allocation required by this Section 4.04(d).

            Section 4.05 Calculations.

            The Paying Agent shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01,
Section 5.02(d) and Article IX and the actual and deemed allocations of Realized
Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Paying Agent shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Paying Agent shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be
correct for all purposes hereunder.

            Section 4.06 Use of Agents.

            The Master Servicer or the Trustee may at its own expense utilize
agents or attorneys-in-fact in performing any of its obligations under this
Article IV (except the obligation to make P&I Advances), but no such utilization
shall relieve the Master Servicer or the Trustee from any of such obligations or
liabilities, and the Master Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(other than with respect to limited powers-of-attorney delivered by the Trustee
to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and
3.01(b), as applicable, in which case the Trustee shall have no such
responsibility).

                                   ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibit A; 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 Regular Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Principal Balances or initial Certificate Notional Amounts, as the
case may be, as of the Closing Date of not less than $10,000 in the case of the
Registered Certificates, $1,000,000 in the case of the Class X Certificates, and
$250,000 in the case of Non-Registered Certificates (other than the Residual
Certificates and the Class X Certificates), and in each such case in integral
multiples of $1 in excess thereof. The Class Z Certificates, Class R-I
Certificates and the Class R-II Certificates shall have no minimum denomination
and shall each be represented by a single definitive certificate.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatories of the Certificate
Registrar shall be entitled to all benefits under this Agreement, subject to the
following sentence, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at the
Corporate Trust Office), 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
Certificate Registrar may appoint, by a written instrument delivered to the
Depositor, the Trustee, the Special Servicer and the Master Servicer, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe; provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register. Upon written request of any Certificateholder made for
purposes of communicating with other Certificateholders with respect to their
rights under this Agreement, the Certificate Registrar shall promptly furnish
such Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

            (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 such a transfer is to be made
without registration under the Securities Act (other than in connection with the
initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective Affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
F-1 hereto, and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as either Exhibit F-2 hereto or as
Exhibit F-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee 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 upon acquisition of such a Certificate shall be
deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and
the Depositor 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.

            In connection with transfer of the Non-Registered Certificates, the
Depositor shall furnish upon request of a Certificateholder or Certificate Owner
to such Holder or Certificate Owner and any prospective purchaser designated by
such Certificateholder or Certificate Owner the information required to be
delivered under paragraph (d)(4) of Rule 144A of the Securities Act.

            Notwithstanding the foregoing, for so long as any Non-Registered
Certificate is a Book-Entry Certificate, (a) each prospective transferor of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferee of such Certificate the information set forth on Exhibit F-1
upon or prior to such transfer and (b) each prospective transferee of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferor of such Certificate the information set forth on Exhibit F-2
or Exhibit F-3 upon or prior to such transfer. In addition, if such prospective
transferee is an Institutional Accredited Investor (but not also a Qualified
Institutional Buyer), such prospective transferee shall be deemed to have
acknowledged that any beneficial interest in a Book-Entry Certificate that is
transferred to it is required to be delivered in the form of a Definitive
Certificate and shall cease to be an interest in such Book-Entry Certificate
and, thereafter, shall be subject to all transfer restrictions and other
procedures applicable to Certificates in definitive form.

            (c) No transfer of a Certificate or any interest therein shall be
made to any "employee benefit plan" subject to Title I of ERISA, any "plan"
subject to Section 4975 of the Code or any other retirement plan or other
employee benefit plan or arrangement subject to applicable federal, state or
local law ("Similar Law") materially similar to the foregoing provisions of
ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by
reason of such a plan's investment in such entity (each, a "Plan") unless (A) in
the case of a Certificate other than a Residual Certificate or a Class Z
Certificate, the transferee is an insurance company general account which is
eligible for, and satisfies all the requirements of, exemptive relief under
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA
Restricted Certificate, a Residual Certificate or a Class Z Certificate, the
transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1)
of Regulation D under the Securities Act and (2) satisfies all the requirements
of the Exemptions as in effect at the time of such transfer. Each Person who
acquires a Certificate in Definitive Certificate form shall be required to
certify in writing in the form attached as Exhibit G hereto that it meets the
foregoing conditions and that it will not transfer such Certificate in violation
of the foregoing, and each Person who acquires a Certificate in Book-Entry
Certificate form shall be deemed to have represented that the foregoing
conditions are satisfied and that it will not transfer such Certificate in
violation of the foregoing.

<PAGE>

            (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 Paying Agent under clause (ii)(A) below
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (ii)(B) below 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 sale. 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 Master Servicer, the Paying Agent and the
            Certificate Registrar 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, 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 H-1 (a
            "Transfer Affidavit and Agreement"), from the proposed Transferee,
            in form and substance satisfactory to the Certificate Registrar, and
            upon which the Certificate Registrar may, in the absence of actual
            knowledge by a Responsible Officer of either the Trustee or the
            Certificate Registrar to the contrary, conclusively rely,
            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; that it has historically
            paid its debts as they have come due, intends to pay its debts as
            they come due in the future and intends to pay all taxes associated
            with the Residual Certificate as they come due; 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 a
            Responsible Officer of 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) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (a) 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 (b) 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

<PAGE>

            Exhibit H-2 stating that, among other things, it has no actual
            knowledge that such prospective Transferee is not a Permitted
            Transferee.

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Residual Certificate, by purchasing an Ownership Interest in such
            Certificate, agrees to give the Master Servicer and the Trustee
            written notice that it is a "pass-through interest holder" within
            the meaning of temporary Treasury regulation Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Residual Certificate, if it is, or is holding an Ownership
            Interest in a Residual Certificate on behalf of, a "pass-through
            interest holder."

                  (F) 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.

            (ii) (1) 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 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.

                        (2) If any purported Transferee shall become a Holder of
                  a Residual Certificate in violation of the restrictions in
                  this Section 5.02(d), then, to the extent that the retroactive
                  restoration of the rights of the preceding Holder of such
                  Residual Certificate as described in clause (ii)(A) above
                  shall be invalid, illegal or unenforceable, the Certificate
                  Registrar shall have the right, without notice to the Holder
                  or any prior Holder of such Residual Certificate, to cause the
                  transfer of such Residual Certificate to a Permitted
                  Transferee on such terms as the Certificate Registrar may
                  choose. Such purported Transferee shall promptly endorse and
                  deliver such Residual Certificate in accordance with the
                  instructions of the Certificate Registrar. Such Permitted
                  Transferee may be the Certificate Registrar itself or any
                  Affiliate of the Certificate Registrar. Any proceeds of such
                  sale, net of the commissions (which may include commissions
                  payable to the Certificate Registrar or its Affiliates),
                  expenses and taxes due, if any, will be remitted by the Paying
                  Agent to such purported Transferee. The terms and conditions
                  of any sale under this clause (ii)(B) shall be determined in
                  the sole discretion of the Certificate Registrar, and the
                  Certificate Registrar shall not be liable to any

<PAGE>

                  Person having an Ownership Interest in a Residual Certificate
                  as a result of its exercise of such discretion.

            (iii) The Certificate Registrar shall make available to the Internal
      Revenue Service and to those Persons specified by the REMIC Provisions any
      information available to it which is necessary to compute any tax imposed
      as a result of the Transfer of an Ownership Interest in a Residual
      Certificate to any Person who is a Disqualified Organization or agent
      thereof, including the information described in Treasury Regulations
      Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
      inclusions" of such Residual Certificate, and the Master Servicer and the
      Special Servicer shall furnish to the Certificate Registrar all
      information in its possession necessary for the Certificate Registrar to
      discharge such obligation. The transferor of such Ownership Interest shall
      be responsible for the reasonable compensation of the Certificate
      Registrar, the Master Servicer and the Special Servicer for providing such
      information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Certificate Registrar and the Master
      Servicer the following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not cause such Rating Agency to qualify, downgrade
            or withdraw its then-current rating of any Class of Certificates;
            and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Certificate Registrar and the Master Servicer, obtained at
            the expense of the party seeking such modification of, addition to
            or elimination of such provisions (but in no event at the expense of
            the Trust Fund), to the effect that doing so will not cause either
            of REMIC I or REMIC II to (x) cease to qualify as a REMIC or (y) be
            subject to an entity-level tax caused by the Transfer of any
            Residual Certificate to a Person which is not a Permitted
            Transferee, or cause a Person other than the prospective Transferee
            to be subject to a REMIC-related tax caused by the Transfer of a
            Residual Certificate to a Person that is not a Permitted Transferee.

            (e) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.

            (f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

<PAGE>

            (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 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.

            (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (j) Upon request, the Certificate Registrar shall provide to the
Master Servicer, the Special Servicer and the Depositor notice of each transfer
of a Certificate and shall provide to each such Person with an updated copy of
the Certificate Register.

            (k) Each Person who has or who acquires any Ownership Interest in a
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of any Intercreditor
Agreement affecting such Certificate.

            Section 5.03 Book-Entry Certificates.

            (a) Each Class of Regular 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 Section 5.03(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 Section 5.03(c) below, shall not be entitled to definitive, fully
registered 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. 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.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the

<PAGE>

Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.

            (c) 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 a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee 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. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

            (d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including, but not limited to, any Non-Registered Certificate, any
Subordinated Certificate and any Class Z Certificate) which interests are
transferable through the book-entry facilities of the Depository.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee and the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent 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

<PAGE>

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
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as of the related Record Date as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and may treat the person whose name each Certificate is registered as of
the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

               THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
              SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

            Section 6.01 Liability of Depositor, Master Servicer and Special
Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of Depositor or
Master Servicer or Special Servicer.

            Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation, or national banking association, as the
case may be, under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a national banking association or foreign corporation, as the case may be, 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, and the Master Servicer shall keep in full effect its existence and
rights as a national banking association under the laws of the United States.

            The Depositor, the Master Servicer or the Special Servicer may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which may
be limited to the commercial loan servicing business) of the Depositor, the
Master Servicer or the Special Servicer, shall be the successor of the
Depositor, the Master Servicer or the Special Servicer, 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 (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

            Section 6.03 Limitation on Liability of Depositor, Master Servicer
and Special Servicer.

            None of the Depositor, the Master Servicer or the Special Servicer,
or any director, officer, employee or agent of any of them, shall be under any
liability to the Trust Fund, the Trustee or the Certificateholders or the
Companion Holders 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 or the Special
Servicer against any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Holders for the breach of a representation,
warranty or covenant made herein by such party, or against any expense or
liability specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof, or against any liability which would
otherwise be imposed by reason of misfeasance, bad faith or negligence in the
performance of obligations or duties hereunder or negligent disregard of such
obligations and duties. The Depositor, the Master Servicer, the Special Servicer
and any director, officer, employee or agent of the Depositor, the Master
Servicer or the Special Servicer may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, member, manager, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund against any loss, liability or
reasonable expense incurred in connection with this Agreement or the
Certificates (including, without limitation, the distribution or posting of
reports or other information as contemplated by this Agreement), other than any
loss, liability or expense: (i) specifically required to be borne by such party
without right of reimbursement pursuant to the terms hereof (including without
limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and
the last sentence of the definition of Servicing Advances); (ii) incurred in
connection with any breach of a representation, warranty or covenant made
herein; or (iii) incurred by reason of willful misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder. None of the
Depositor, the Master Servicer or the Special Servicer 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 unless it is
specifically required hereunder to bear the costs of such legal action, in its
opinion does not involve it in any ultimate expense or liability; provided,
however, that the Depositor, the Master Servicer or the Special Servicer 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
hereunder. 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 Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Certificate Account as
provided in Section 3.05. In no event shall the Master Servicer or the Special
Servicer be liable or responsible for any action taken or omitted to be taken by
the other of them or by the Depositor, the Trustee, or any Certificateholder,
subject to the provisions of Section 8.05(b).

            Section 6.04 Resignation of Master Servicer and the Special
Servicer.

            The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its 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
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time; provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation. Neither the Master Servicer nor the Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.

            Consistent with the foregoing, neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or,
except as provided in Sections 3.22 and 4.06, 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 or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee or the Special
Servicing Fee, as the case may be, that accrues pursuant hereto from and after
the date of such transfer shall be payable to such successor.

            Section 6.05 Rights of Depositor and Trustee in Respect of Master
Servicer and the Special Servicer.

            The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee; provided, further, that the Depositor may not
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

            Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

            Section 6.07 Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

            Section 6.08 Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            Section 6.09 Designation of Special Servicer by the Controlling
Class and Controlling Holders.

            The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person meeting the requirements set forth in Section
6.04 (including, without limitation, Rating Agency confirmation) to serve as
Special Servicer hereunder and to replace any existing Special Servicer or any
Special Servicer that has resigned or otherwise ceased to serve as Special
Servicer; provided that such Holder or Holders shall pay all costs related to
the transfer of servicing if the Special Servicer is replaced other than due to
an Event of Default. Such Holder or Holders may also select a Controlling Class
Representative that may advise and direct the Special Servicer and whose
approval is required for certain actions, as described herein. Such Holder or
Holders shall so designate a Person to serve as replacement Special Servicer by
the delivery to the Trustee, the Master Servicer and the existing Special
Servicer of a written notice stating such designation. The Trustee shall,
promptly after receiving any such notice, deliver to the Rating Agencies an
executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1.
If such Holders have not replaced the Special Servicer within [__] days of such
Special Servicer's resignation or the date such Special Servicer has ceased to
serve in such capacity, the Trustee shall designate a successor Special Servicer
meeting the requirements set forth in Section 6.04. Any designated Person shall
become the Special Servicer, subject to satisfaction of the other conditions set
forth below, on the date that the Trustee shall have received written
confirmation from all of the Rating Agencies that the appointment of such Person
will not result in the qualification, downgrading or withdrawal of the rating or
ratings assigned to one or more Classes of the Certificates. The appointment of
such designated Person as Special Servicer shall also be subject to receipt by
the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form
attached hereto as Exhibit I-2, executed by the designated Person, and (2) 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 6.09 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer 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. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that the resigning 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 (including Workout Fees as set forth in
Section 3.11(c) of this Agreement), and it shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such resignation. Such resigning
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of the resigning Special Servicer's
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 Special Servicer to the Certificate Account or the REO
Account or delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties.

            Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.

            The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that (i) is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates) shall have failed to object in writing to
the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within [__] days,
such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.

            Section 6.11 The Controlling Class Representative.

            (a) Subject to Sections 6.11(c) in the case of the [__________] Loan
and Section 6.11(d), the Controlling Class Representative will be entitled to
advise the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything herein to the contrary except as
necessary or advisable to avoid an Adverse REMIC Event or the violation of the
Servicing Standard and except as set forth in, and in any event subject to, the
second paragraph of this Section 6.11(a), the Special Servicer will not be
permitted to take any of the following actions as to which the Controlling Class
Representative has objected in writing within [__] Business Days of being
notified thereof, which notification with respect to the action described in
clause (vi) below shall be copied by the Special Servicer to the Master Servicer
(provided that, if such written objection has not been received by the Special
Servicer within such [__] Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):

            (i) any actual or proposed foreclosure upon or comparable conversion
      (which may include acquisitions of an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default;

            (ii) any modification of a Money Term of a Mortgage Loan (other than
      a modification consisting of the extension of the maturity date of a
      Mortgage Loan for one year or less) or a material non-monetary term;

            (iii) any actual or proposed sale of an REO Property (other than in
      connection with the termination of the Trust Fund or pursuant to Section
      3.18);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral or release
      of material collateral for a Mortgage Loan unless required by the
      underlying loan documents;

            (vi) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
      clause;

            (vii) any release of any performance or "earn-out" reserves, escrows
      or letters of credit;

            (viii) any acceptance of an assumption agreement releasing a
      borrower from liability under a Mortgage Loan (other than in connection
      with a defeasance permitted under the terms of the applicable Mortgage
      Loan documents);

            (ix) any termination of the related property manager for Mortgage
      Loans having an outstanding principal balance of greater than $5,000,000;

            (x) any termination of, or modification of, any applicable franchise
      agreement related to any Mortgage Loan secured by a hotel;

            (xi) any determination to allow a borrower not to maintain terrorism
      insurance; and

            (xii) any determination to decrease the time period referenced in
      clause (g) of the definition of Specially Serviced Mortgage Loan.

            In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made in this Agreement; provided that, notwithstanding anything herein
to the contrary or anything in this Agreement which permits the Controlling
Class Representative or a Companion Holder the right to consent to or object to
actions taken by the Special Servicer, no such advice or direction, and no
objection contemplated by the preceding paragraph may require or cause the
Special Servicer to violate any applicable law, any provision of this Agreement
or the REMIC Provisions (and the Special Servicer shall disregard any such
direction or objection), including without limitation the Special Servicer's
obligation to act in accordance with the Servicing Standard, or expose the
Master Servicer, the Special Servicer, the Trust Fund or the Trustee or their
respective Affiliates, officers, directors, employees or agents to any claim,
suit or liability, or materially expand the scope of the Special Servicer or the
Special Servicer's responsibilities hereunder or cause the Special Servicer to
act, or fail to act, in a manner which in the reasonable judgment of the Special
Servicer is not in the best interests of the Certificateholders. For the
avoidance of doubt, the Master Servicer and/or the Special Servicer will
disregard any direction or objection of any party (including without limitation
of the Controlling Class Representative or a Companion Holder) if such direction
and or objection causes the Master Servicer or the Special Servicer to violate
the Servicing Standard, any applicable law, any provision of this Agreement or
the REMIC Provisions or expose the Master Servicer, the Special Servicer, the
Trust Fund, the Paying Agent or the Trustee or their respective Affiliates,
officers, directors employees or agents to any claim, suit or liability, or
materially expand the scope of the Master Servicer's or Special Servicer's
responsibility hereunder or cause the Master Servicer or the Special Servicer to
act, or fail to act, in a manner which in the reasonable judgment of the Master
Servicer or the Special Servicer is not in the best interest of the
Certificateholders, or the holders of the Companion Loan and consistent with the
Servicing Standard.

            (b) The Controlling Class Representative, the Controlling Class and
the Holder of any Companion Loan will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Controlling
Class Representative, the Controlling Class and the Holder of any Companion Loan
will not be protected against any liability to a Controlling Class
Certificateholder which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Controlling Class, the Controlling Class Representatives or any Holder of a
Companion Loan may take actions that favor the interests of one or more Classes
of the Certificates over other Classes of the Certificates, and that the
Controlling Class, the Controlling Class Representative and the Holder of any
Companion Loan may have special relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that the Controlling
Class, the Controlling Class Representatives or any Holder of a Companion Loan
may act solely in the interests of the Holders of the Controlling Class or any
Companion Holder, as the case may be, and that the Controlling Class
Representatives do not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class or any Companion Holder and
shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Controlling Class Representatives or
any Holder of any Companion Loan or any director, officer, employee, agent or
principal thereof for having so acted.

            (c) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the [__________] Loan, the
Controlling Class Representative and the [__________] Controlling Class
Representative shall be entitled to take all actions under this Agreement with
respect to the [__________] Loan that would otherwise be exercisable by the
Controlling Class, Controlling Class Representative or the Majority Subordinate
Certificateholder, pursuant to the procedures set forth in the [__________]
Intercreditor Agreement and the [__________] Pooling and Servicing Agreement.

            (d) Notwithstanding anything in this Section 6.11, nothing herein is
intended to limit the right of the Controlling Class Representative to consult
on a non-binding basis with the Special Servicer with respect to any Mortgage
Loan.

            (e) [Reserved].

            (f) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the [__________] Loan Pair
and the [__________] Loan Pair, where the holder of the related Companion Loan
is acting as the "Controlling Holder" as defined under the related Intercreditor
Agreement, the related Controlling Holder shall be entitled to exercise the
rights set forth in the related Intercreditor Agreement, subject to any
conditions, restrictions or other provisions described in or incorporated by
reference into such sections and the Master Servicer or Special Servicer, as
applicable, will comply with the provisions therein contained in connection with
taking or refraining from taking the actions described therein.

            (g) Notwithstanding any provision in this Agreement to the contrary,
with respect to the [__________] Loan Pair and the [__________] Loan Pair, where
the holder of the related Companion Loan is acting as the "Note B Holder" as
defined under the related Intercreditor Agreement, the related Note B Holder
shall be entitled to exercise the rights set forth in the related Intercreditor
Agreement.

            (h) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the [________________]
Loan, the holder of the related Companion Loan will have the right to replace
the Special Servicer with respect to the [_______________] Whole Loan in
accordance with the terms of the [_______________] Intercreditor Agreement. In
addition, the holders of the [___________________________] Companion Loan have
the right to consent to any replacement of the Special Servicer with respect to
the [__________] Whole Loan, in accordance with the terms of the [__________]
Intercreditor Agreement.

            (i) Notwithstanding anything to the contrary in this Section 6.11,
with respect to the [__________] Loan, the related holders of the [__________]
Loan and the [__________] Companion Loan shall share in the rights and
responsibilities of the Controlling Class Representative as set forth in Section
2(i) of the [__________] Intercreditor Agreement.

                                  ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to deposit into the
      Certificate Account, which failure, in the case of deposits and remittance
      to the Certificate Account, continues unremedied one Business Day after
      the date upon which such deposit was required to have been made hereunder,
      or to deposit into, or remit to the Paying Agent for deposit into the
      Distribution Account, any amount (other than a P&I Advance) required to be
      so deposited or remitted by it under this Agreement, which failure, in the
      case of deposits and remittances to the Distribution Account, continues
      unremedied until 10:00 a.m., New York City time on the related
      Distribution Date; provided, however, that to the extent the Master
      Servicer does not timely make such remittances, the Master Servicer shall
      pay the Trustee for the account of the Trustee interest on any amount not
      timely remitted at the Prime Rate from and including the applicable
      required remittance date to but not including the date such remittance is
      actually made; or

<PAGE>

            (ii) any failure by the Special Servicer to timely deposit into the
      REO Account or to timely deposit into, or to timely remit to the Master
      Servicer for deposit into, the Certificate Account, any amount required to
      be so deposited or remitted under this Agreement; or

            (iii) any failure by the Master Servicer to timely make any
      Servicing Advance required to be made by it hereunder, which Servicing
      Advance remains unmade for a period of [__] Business Days following the
      date on which notice shall have been given to the Master Servicer, as the
      case may be, by the Trustee as provided in Section 3.03(c); or

            (iv) 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 on the part of the Master Servicer or the
      Special Servicer, as the case may be, contained in this Agreement which
      continues unremedied for a period of [__] days ([__] days in the case of
      the Master Servicer's or Special Servicer's, as applicable, obligations
      contemplated by Sections 3.13, 3.14 and 4.02(e) hereof (with respect to
      any year that a report on Form 10 K is required to be filed) 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 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 with respect to any such
      failure which is not curable within such 30-day period, the Master
      Servicer or the Special Servicer, as the case may be, shall have an
      additional cure period of [__] days to effect such cure so long as the
      Master Servicer or the Special Servicer, as the case may be, has commenced
      to cure such failure within the initial 30-day period and has provided the
      Trustee with an Officer's Certificate certifying that it has diligently
      pursued, and is continuing to pursue, a full cure; or

            (v) any breach on the part of the Master Servicer or the Special
      Servicer of any representation or warranty contained in this Agreement
      that materially and adversely affects the interests of any Class of
      Certificateholders and which 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 or the Special
      Servicer, as the case may be, by any other party hereto or 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, with respect to any failure
      which is not curable within such 30-day period, the Master Servicer or the
      Special Servicer, as the case may be, shall have an additional cure period
      of [__] days so long as the Master Servicer or the Special Servicer, as
      the case may be, has commenced to cure within the initial 30-day period
      and provided the Trustee with an Officer's Certificate certifying that it
      has diligently pursued, and is continuing to pursue, a full cure; or

            (vi) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed for a period of [__] days;
      or

            (vii) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to it or
      of or relating to all or substantially all of its property; or

            (viii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations, or take any
      corporate action in furtherance of the foregoing; or

            (ix) the consolidated net worth of the Master Servicer and of its
      direct or indirect parent, determined in accordance with generally
      accepted accounting principles, shall decline to less than $15,000,000; or

            (x) the Master Servicer or the Special Servicer receives actual
      knowledge that Moody's has (i) qualified, downgraded or withdrawn its
      rating or ratings of, one or more Classes of Certificates, or (ii) placed
      one or more Classes of Certificates on "watch status" in contemplation of
      rating downgrade or withdrawal (and such "watch status" placement shall
      not have been withdrawn by Moody's within [__] days of the date that the
      Master Servicer or the Special Servicer obtained such actual knowledge)
      and, in the case of either of clauses (i) or (ii), citing servicing
      concerns with the Master Servicer or the Special Servicer, as applicable,
      as the sole or material factor in such rating action; or

            (xi) [Reserved]; or

            (xii) the Master Servicer or the Special Servicer, as the case may
      be, is no longer listed on S&P's Select Servicer List as a U.S. Commercial
      Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer,
      as the case may be, and such removal continues for a period of [__] days;
      or

            (xiii) the Master Servicer shall fail to remit to the Paying Agent
      for deposit into the Distribution Account, on any P&I Advance Date, the
      full amount of P&I Advances required to be made on such date, which
      failure continues unremedied until 10:00 a.m. New York City time on the
      next Business Day succeeding such P&I Advance Date; provided, however,
      that to the extent the Master Servicer does not timely make such
      remittances, the Master Servicer shall pay the Trustee for the account of
      the Trustee, interest on any amount not timely remitted at the Prime Rate
      from and including the applicable required remittance date to but not
      including the date such remittance is actually made.

            (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Depositor and/or the Trustee may, and at the written direction of the
Holders of Certificates entitled to at least 25% of the Voting Rights, the
Trustee shall, by notice in writing to the Defaulting Party (with a copy of such
notice to each other party hereto and the Rating Agencies), terminate all of the
rights and obligations (but not the liabilities for actions and omissions
occurring prior thereto) of the Defaulting Party under this Agreement and in and
to the Trust Fund, other than its rights as a Certificateholder hereunder.
Notwithstanding the foregoing, it is acknowledged and agreed that the Depositor
shall have no obligation to exercise any of the preceding rights and/or powers.
From and after the receipt by the Defaulting Party of such written notice of
termination, 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, including those in electronic form, requested
thereby to enable the Trustee or a successor Master Servicer or Special Servicer
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, (i) the
immediate transfer to the Trustee or a successor Master or Special Servicer 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, a Servicing Account or a Reserve Account (if the Master
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or (ii) the transfer within [__]
Business Days to the Trustee or a successor Special Servicer for administration
by it of all cash amounts that shall at the time be or should have been credited
by the Special Servicer to the REO Account, the Certificate Account, a Servicing
Account or a Reserve Account or delivered to the Master Servicer (if the Special
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Any cost or expenses in connection with any actions to be taken by
the Master Servicer, the Special Servicer or the Trustee pursuant to this
paragraph shall be borne by the Defaulting Party and if not paid by the
Defaulting Party within [__] days after the presentation of reasonable
documentation of such costs and expenses, such expense shall be reimbursed by
the Trust Fund; provided, however, that the Defaulting Party shall not thereby
be relieved of its liability for such expenses. If and to the extent that the
Defaulting Party has not reimbursed such costs and expenses, the Trustee shall
have an affirmative obligation to take all reasonable actions to collect such
expenses on behalf of and at the expense of the Trust Fund. For purposes of this
Section 7.01 and of Section 7.03(b), the Trustee shall not be deemed to have
knowledge of an event which constitutes, or which with the passage of time or
notice, or both, would constitute an Event of Default described in clauses
(i)-(viii) of subsection (a) above unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless notice of any event which is in fact such
an Event of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

            (c) 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)(x)
and/or (xi) and/or (xii) and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within the [__]
Business Days after receipt of such termination notice, the Master Servicer
shall continue to serve as Master Servicer hereunder until a successor Master
Servicer is selected in accordance with this Section 7.01(c); provided the
Trustee has requested the Master Servicer to continue to serve as the Master
Servicer during such period. Upon receipt of the "request for proposal"
materials, 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 (3) Persons qualified to act as Master Servicer
hereunder in accordance with Sections 6.02 and 7.02 (any such Person so
qualified, a "Qualified Bidder") or, if three (3) 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 Master Servicer to be
terminated pursuant to Section 7.01(b) shall supply the Trustee with the names
of Persons from whom to solicit such bids; provided, further, that the Trustee
shall not be responsible if less than three (3) or no Qualified Bidders submit
bids for the right to master service the Mortgage Loans under this Agreement.
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 notice of termination to the Master Servicer. The materials provided to the
Trustee shall provide for soliciting 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 2.0 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
termination of the Master Servicer.

            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
Master Servicer to be terminated pursuant to Section 7.01(b) 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. In connection
with such remittance, the Trustee is entitled to be reimbursed by the Master
Servicer for the Trustee's "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing as contemplated by clause (i) of
this paragraph and by the definition of "Bid Allocation".

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within such 45-day period or no Successful Bidder was
identified within such 45-day period, the Master Servicer to be terminated
pursuant to Section 7.01(b) 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(c). The Trustee thereafter may act or may select a successor to act as
Master Servicer hereunder in accordance with Section 7.02.

            (d) Notwithstanding the foregoing, if the Trustee or the Master
Servicer has received notice from Moody's or S&P that the Master Servicer is no
longer approved by Moody's or is no longer listed on S&P's Select Servicer List
as a U.S. Commercial Mortgage Master Servicer, then the Trustee or Master
Servicer shall promptly notify the other of the same.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless a successor is appointed pursuant to
Section 6.04, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
all (and the former Master Servicer or the Special Servicer, as the case may be,
shall cease to have any) of the responsibilities, duties and liabilities (except
as provided in the next sentence) of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, without limitation,
if the Master Servicer is the resigning or terminated party, the Master
Servicer's obligation to make P&I Advances, the unmade P&I Advances that gave
rise to such Event of Default; provided that, if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances;
provided, further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the acts, omissions, representations and warranties of
the resigning or terminated party (other than the Trustee) or for any losses
incurred by such resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to all fees
and other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder
(other than fees already earned, including, without limitation, Workout Fees).
Notwithstanding the above and subject to its obligations under Section 3.22(d)
and 7.01(b), the Trustee may, if it shall be unwilling in its sole discretion to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or shall, if the Trustee is not approved as a master
servicer or a special servicer, as the case may be, by any of the Rating
Agencies or if the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, promptly appoint, subject to
the approval of each of the Rating Agencies (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) or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
that meets the requirements of Section 6.02 (including, without limitation,
rating agency confirmation); provided, however, that in the case of a resigning
or terminated Special Servicer, such appointment shall be subject to the rights
of the Holders of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class to designate a successor pursuant to Section
6.09. Except with respect to an appointment provided below, no appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be
effective until the assumption of the successor to such party of all its
responsibilities, duties and liabilities under this Agreement. Pending
appointment of a successor to the Master Servicer or the Special Servicer
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. 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 the Mortgage Loans 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. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

            Section 7.03 Notification to Certificateholders and Companion
Holders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register, and to the
Companion Holders.

            (b) Not later than the later of (i) [__] days after the occurrence
of any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) [__] days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
transmit by mail to the Depositor, all Certificateholders, the Rating Agencies
and the Companion Holders notice of such occurrence, unless such default shall
have been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders representing at least 66-2/3% of the Voting Rights
allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clause (i), (ii), (x), (xi) or (xii) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. 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 shall be entitled to
Voting Rights with respect to the matters described above.

            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). 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. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

<PAGE>

            (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 to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
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 the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be 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 if it was required to do so;

            (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% 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; and

            (iv) The protections, immunities and indemnities afforded to the
      Trustee hereunder shall also be available to the Paying Agent,
      Authenticating Agent, Certificate Registrar, REMIC Administrator and
      Custodian.

            For so long as reports are required to be filed with the Commission
under the Exchange Act with respect to the Trust Fund, the Trustee shall not
utilize any Subcontractor for the performance of its duties hereunder if such
Subcontractor would be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB. The Trustee shall indemnify the
Depositor, the Sponsors and any director, officer, employee or agent of the
Depositor or the Sponsors and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to the breach by the Trustee of its
obligation set forth in the preceding sentence or the failure of the Trustee to
perform any of its obligations under Section 3.13. This indemnity shall survive
the termination of this Agreement or the earlier resignation or removal of the
Trustee.

            For so long as reports are required to be filed with the Commission
under the Exchange Act with respect to the Trust Fund, the Trustee shall not
utilize any Subcontractor for the performance of its duties hereunder if such
Subcontractor would be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB. The Trustee shall indemnify the
Depositor, the Sponsors and any director, officer, employee or agent of the
Depositor or the Sponsors and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to the breach by the Trustee of its
obligation set forth in the preceding sentence or the failure of the Trustee to
perform any of its obligations under Section 3.13. This indemnity shall survive
the termination of this Agreement or the earlier resignation or removal of the
Trustee.

            Section 8.02 Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (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, except as provided in Section 10.01 or 10.02, 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 which may be incurred therein or thereby; the Trustee
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it; provided, however, that nothing
contained herein shall, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default which has not been cured, to exercise such of
the rights and powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

            (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 Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at least
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; provided, however, that the Trustee shall remain responsible for all
acts and omissions of such agents or attorneys within the scope of their
employment to the same extent as it is responsible for its own actions and
omissions hereunder;

            (g) the Trustee shall not be responsible for any act or omission of
the Master Servicer or the Special Servicer (unless the Trustee is acting as
Master Servicer or the Special Servicer) or the Depositor; and

            (h) neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer imposed under Article V under this Agreement or under
applicable law with respect to any transfer of any Certificate or any interest
therein, other than to require delivery of the certification(s) and/or Opinions
of Counsel described in said Article applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register and
to examine the same to determine substantial compliance with the express
requirements of this Agreement. The Trustee and Certificate Registrar shall have
no liability for transfers, including transfers made through the book entry
facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection
with changes in registration of record ownership in the Certificate Register.

            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 statements attributed to the Trustee in Article II, Section 8.15 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall be taken as the statements of the Depositor,
the Master Servicer or the Special Servicer, as the case may be, and the Trustee
does not assume any responsibility for their correctness. Except as set forth in
Section 8.15, the Trustee makes no representations as to the validity or
sufficiency of this Agreement 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 Fund, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special
Servicer unless the Trustee is acting as Paying Agent. 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 or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee or any agent of the Trustee in its individual or any
other capacity, may become the owner or pledgee of Certificates with the same
rights (except as otherwise provided in the definition of "Certificateholder")
as it would have if it were not the Trustee or such agent.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account as provided in Section
3.05(b), prior to any distributions to be made therefrom on such date, and pay
to itself all earned but unpaid Trustee Fees, as compensation for all services
rendered by the Trustee, in the execution of the trusts hereby created and in
the exercise and performance of any of the powers and duties of the Trustee
hereunder at the Trustee Fee Rate. No Trustee Fee shall be payable with respect
to the Companion Loans. The Trustee Fee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it.

            (b) The Trustee and any director, officer, employee, affiliate,
agent or "control" person within the meaning of the Securities Act of 1933 of
the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund against any loss, liability or reasonable "out-of-pocket" 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 this Agreement, the Mortgage
Loans or the Certificates or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein; provided that
such expense is an "unanticipated expense incurred by the REMIC" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further,
that neither the Trustee, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms
hereof, or (2) 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 its negligent disregard of
such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the Trustee, as applicable, made herein.
The provisions of this Section 8.05(b) shall survive any resignation or removal
of the Trustee and appointment of a successor Trustee.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by a federal or state
banking authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Trustee shall also be an entity
with a long term unsecured debt rating of at least "A+" by S&P and "Aa3" by
Moody's and a short term unsecured debt rating of at least "A-1" by S&P or (b)
such other rating that shall not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates by any Rating Agency as confirmed in writing. 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; provided that if the Trustee shall cease to be so
eligible because its combined capital and surplus is no longer at least
$100,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any
rating assigned thereby to any Class of Certificates, then upon the execution
and delivery of such agreement the Trustee shall not be required to resign, and
may continue in such capacity, for so long as none of the ratings assigned by
the Rating Agencies to the Certificates is qualified, downgraded or withdrawn
thereby. The bank, trust company, corporation or association serving as Trustee
may have normal banking and trust relationships with the Depositor, the Master
Servicer, the Special Servicer and their respective Affiliates but, except to
the extent permitted or required by Section 7.02, shall not be an "Affiliate"
(as such term is defined in Section III of PTE 2000-58) of the Master Servicer,
the Special Servicer, any Sub-Servicer, the Underwriters, the Depositor, or any
obligor with respect to Mortgage Loans constituting more than 5.0% of the
aggregate authorized principal balance of the Mortgage Loans as of the date of
the initial issuances of the Certificates or any "Affiliate" (as such term is
defined in Section III of PTE 2000-58) of any such Person.

            Section 8.07 Resignation and Removal of 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 and to all Certificateholders at their
respective addresses set forth in the Certificate Register. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee meeting the requirements in Section 8.06 and acceptable to the Depositor
and the Rating Agencies 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 Depositor, the Special Servicer and
the Certificateholders by the Master Servicer. 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, or if the Trustee or Paying Agent (if different from the Trustee)
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control), to timely
deliver any report to be delivered by the Trustee pursuant to Section 4.02 and
such failure shall continue unremedied for a period of [__] days, or if the
Trustee or Paying Agent (if different from the Trustee) fails to make
distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee and appoint a successor trustee if necessary,
acceptable to the Master Servicer and the Rating Agencies (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) 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 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, if necessary, 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 trustee so
appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the successor so
appointed. In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including,
without limitation, P&I Advances and accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such
termination or removal and no termination without cause shall be effective until
the payment of such amounts to the Trustee).

            (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.

<PAGE>

            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 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 (other than any Mortgage Files at the time
held on its behalf by a third-party Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and the Rating Agencies
have provided confirmation pursuant to such Section.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.

            Section 8.09 Merger or Consolidation of Trustee.

            Any entity into which the Trustee may be merged or converted or with
which the Trustee 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; provided such entity shall be eligible under
the provisions of Section 8.06 and the Rating Agencies have provided
confirmation pursuant to such Section, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the 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 [__] 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 or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Appointment of Custodians.

            (a) The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have 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,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller. Neither the Master Servicer nor the Special Servicer shall have any duty
to verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such agreement without
cause and without payment of any penalty or termination fee; and (iii) not
permit the Custodian any rights of indemnification that may be satisfied out of
assets of the Trust Fund. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee shall
remain responsible and liable for all acts and omissions of any Custodian. The
initial Custodian shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder (other than the Trustee) shall at all times maintain a fidelity bond
and errors and omissions policy in amounts customary for custodians performing
duties similar to those set forth in this Agreement.

            (b) For so long as reports are required to be filed with the
Commission under the Exchange Act with respect to the Trust Fund, the Custodian
shall not utilize any Subcontractor for the performance of its duties hereunder
if such Subcontractor would be "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB. The Custodian shall indemnify the
Depositor, the Sponsors and any director, officer, employee or agent of the
Depositor or the Sponsors and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to the breach by the Custodian of its
obligation set forth in the preceding sentence or the failure of the Custodian
to perform any of its obligations under Section 3.13. This indemnity shall
survive the termination of this Agreement or the earlier resignation or removal
of the Custodian.

            Section 8.12 Appointment of Authenticating Agents.

            (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to do a trust business, have a combined
capital and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. [__________] shall be the
initial Authenticating Agent. If [__________] is removed as Trustee, then
[__________] shall be terminated as Authenticating Agent. If the Authenticating
Agent (other than [__________]) resigns or is terminated, the Trustee shall
appoint a successor Authenticating Agent which may be the Trustee or an
Affiliate thereof. In the absence of any other Person appointed in accordance
herewith acting as Authenticating Agent, the Trustee hereby agrees to act in
such capacity in accordance with the terms hereof. Notwithstanding anything
herein to the contrary, if the Trustee is no longer the Authenticating Agent,
any provision or requirement herein requiring notice or any information or
documentation to be provided to the Authenticating Agent shall be construed to
require that such notice, information or documentation also be provided to the
Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent may at any time resign by giving at
least [__] days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.12, the Trustee may appoint a
successor Authenticating Agent, in which case the Trustee shall given written
notice of such appointment to the Master Servicer, the Certificate Registrar and
the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

            Section 8.13 Access to Certain Information.

            The Trustee shall afford to the Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, any Certificateholder and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans within its control that may be required to be
provided 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. Upon request and
with the consent of the Depositor and at the cost of the requesting Party, the
Trustee shall provide copies of such documentation to the Depositor, any
Certificateholder and to the OTS, the FDIC and any other bank or insurance
regulatory authority that may exercise authority over any Certificateholder.

            Section 8.14 Appointment of REMIC Administrators.

            (a) The Trustee may appoint at the Trustee's expense, one or more
REMIC Administrators, which shall be authorized to act on behalf of the Trustee
in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.
The Trustee shall cause any such REMIC Administrator to execute and deliver to
the Trustee an instrument in which such REMIC Administrator shall agree to act
in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Trustee and must be organized and doing business under
the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. If [__________] is removed as Trustee, then [__________] shall be
terminated as REMIC Administrator.

            (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

            (c) Any REMIC Administrator may at any time resign by giving at
least [__] days' advance written notice of resignation to the Trustee the
Certificate Registrar, the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any REMIC
Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

<PAGE>

            Section 8.15 Representations and Warranties of Trustee.

            The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Trustee is a national banking association duly organized,
      validly existing and in good standing under the laws of the United States.

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in a material breach
      of, any material agreement or other material instrument to which it is a
      party or by which it is bound.

            (iii) Except to the extent that the laws of certain jurisdictions in
      which any part of the Trust Fund may be located require that a co-trustee
      or separate trustee be appointed to act with respect to such property as
      contemplated by Section 8.10, the Trustee has the full power and authority
      to carry on its business as now being conducted and 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 the other parties hereto, constitutes a valid, legal and
      binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof (including with respect to any advancing
      obligations hereunder), subject to (A) applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors' rights generally and the rights of creditors of banks, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement.

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

<PAGE>

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Trustee of or compliance by the Trustee with this
      Agreement or the consummation of the transactions contemplated by this
      Agreement has been obtained and is effective.

            Section 8.16 Appointment of the Paying Agent.

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account in
trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to the Certificateholders. All funds remitted by the Trustee or
the Master Servicer to any such Paying Agent for the purpose of making
distributions shall be paid to Certificateholders on each Distribution Date and
any amounts not so paid shall be returned on such Distribution Date to the
Trustee or the Master Servicer, as applicable. Any Paying Agent shall be either
a bank or a trust company or otherwise authorized under law to exercise
corporate trust powers and shall have a short-term debt rating of at least "A-1"
and a long-term debt rating of at least "A-" by S&P or a rating of at least "A2"
(or its equivalent) by Moody's or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies. Any such
appointment of a third party Paying Agent and the acceptance thereof shall be
pursuant to a written agreement, which written agreement shall (i) be consistent
with this Agreement in all material respects and requires the Paying Agent to
comply with this Agreement in all material respects and requires the Paying
Agent to comply with all of the applicable conditions of this Agreement; (ii)
provide that if the Trustee shall for any reason no longer act in the capacity
of Trustee hereunder (including, without limitation, by reason of an Event of
Default), the successor trustee or its designee may (A) thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Paying Agent under such agreement or (B) terminate such
agreement without cause and without payment of any penalty or termination fee;
and (iii) not permit the Paying Agent any rights or indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of any Paying Agent
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible and liable for all acts and omissions of any
Paying Agent to the extent such Paying Agent would have been responsible
pursuant to the terms hereof. The initial Paying Agent shall be the Trustee.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Paying Agent, any provision or requirement herein requiring notice or any
information to be provided to the Paying Agent shall be construed to require
that such notice, information or documentation also be provided to the Trustee.
If the Trustee appoints a Paying Agent other than the Trustee, the Trustee shall
promptly notify the Master Servicer of such appointment and give to the Master
Servicer the Paying Agent's wiring instructions and notice address.

            Section 8.17 Reports to the Securities and Exchange Commission;
Available Information.

            (a) Intent of Parties. The parties hereto acknowledge and agree that
the purpose of this Section 8.17 is to facilitate and allow compliance by the
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission. The Depositor or the Master Servicer shall not exercise its
rights to request delivery of information or other performance under these
provisions other than in reasonable good faith or for purposes other than
compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act,
the rules and regulations of the Commission thereunder or other legal or
regulatory obligations. The parties hereto acknowledge that interpretations of
the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agree to comply with requests made by the Depositor or the Master
Servicer in reasonable good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. The Master
Servicer, the Special Servicer, any Sub-Servicer and the Trustee shall cooperate
fully with the Depositor and the Master Servicer, as applicable, to deliver to
the Depositor or the Master Servicer, as applicable (including any of their
assignees or designees), any and all statements, reports, certifications,
records and any other information necessary in the reasonable good faith
determination of the Depositor or the Master Servicer, as applicable, to permit
the Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Special Servicer, any
Additional Servicer, any Sub-Servicer, any Subcontractor and the Trustee, as
applicable, or the servicing of the Mortgage Loans, reasonably believed by the
Depositor or the Master Servicer, as applicable, to be necessary in order to
effect such compliance.

            (b) Filing Requirements. (i) The Master Servicer, the Special
Servicer and the Trustee shall reasonably cooperate with the Depositor in
connection with the satisfaction of the Trust's reporting requirements under the
Exchange Act. The Trustee shall prepare for execution by the Depositor any Forms
8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of
the Commission thereunder, in order to permit the timely filing thereof, and the
Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval
System) such Forms executed by the Depositor.

            (ii) In the event that the Trustee is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K
      required to be filed by this Agreement because required disclosure
      information was either not delivered to it or delivered to it after the
      delivery deadlines set forth in this Agreement, the Trustee will
      immediately notify the Depositor and Master Servicer of such inability to
      make a timely filing with the Commission. In the case of Form 10-D and
      10-K, the Depositor, Master Servicer, Special Servicer and Trustee will
      cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as
      applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of
      Form 8-K, the Trustee will, upon receipt of all required Form 8-K
      Disclosure Information, include such disclosure information on the next
      succeeding Form 10-D to be filed for the Trust Fund. In the event that any
      previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee
      will notify the Depositor, the Master Servicer and the Special Servicer
      and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A
      or 10-K/A; provided however that the Trustee will not be required to
      notify the Depositor or any other party hereto in advance of amending Form
      10-D where such amendment is solely for the purpose of re-stating the
      Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to
      Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to
      this Agreement acknowledge that the timely preparation, arrangement for
      execution and filing of Form 15, a Form 12b-25 or any amendment to Form
      8-K, 10-D or 10-K is dependent on such parties performing their duties
      under this Section. The Trustee shall have no liability for any loss,
      expense, damage, claim arising out of or with respect to any failure to
      properly prepare, arrange for execution and/or timely file any such Form
      15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such
      failure results from the Trustee's inability or failure to receive, on a
      timely basis, any information from any other party hereto needed to
      prepare, arrange for execution or file such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

            (c) [The Master Servicer, the Special Servicer, any Servicing
Participant and the Trustee, as applicable, shall be deemed to represent to the
Depositor, as of the date on which information is first provided by it to the
Depositor under Section 8.17(e) below that, except as disclosed in writing to
the Depositor prior to such date: (i) the Master Servicer, the Special Servicer
or the Trustee, as applicable, is not aware and has not received notice that any
default, early amortization or other performance triggering event has occurred
as to any other securitization due to any act or failure to act of the Master
Servicer, the Special Servicer, Servicing Participant or the Trustee, as
applicable, other than as disclosed in the Prospectus Supplement; (ii) the
Master Servicer, the Special Servicer or the Trustee, as applicable, has not
been terminated as servicer or trustee in a commercial mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger, other than as disclosed in the Prospectus
Supplement; (iii) no material noncompliance with the applicable servicing
criteria with respect to other securitizations of commercial mortgage loans
involving the Master Servicer, the Special Servicer or the Trustee, as
applicable, as servicer or trustee has been disclosed or reported by the Master
Servicer, the Special Servicer or the Trustee, as applicable, other than as
disclosed in the Prospectus Supplement; (iv) no material changes to the Master
Servicer's, the Special Servicer's or the Trustee's, as applicable, policies or
procedures with respect to the servicing function or trustee function it will
perform under this Agreement for commercial mortgage loans of a type similar to
the Mortgage Loans have occurred during the three-year period immediately
preceding the Closing Date, other than as disclosed in the Prospectus
Supplement; (v) there is no material risk that any aspects of the Master
Servicer's, the Special Servicer's or the Trustee's, as applicable, financial
condition could have a material impact on the performance of the Mortgage Loans
or the Certificates, other than as disclosed in the Prospectus Supplement; (vi)
there are no legal or governmental proceedings pending (or known to be
contemplated) against the Master Servicer, the Special Servicer, the Trustee, or
any Sub-Servicer, as applicable, that would be material to Certificateholders
other than as disclosed in the Prospectus Supplement; (vii) [the information
contained in the Prospectus Supplement provided by the Master Servicer, Special
Servicer or Trustee meets all applicable requirements of Regulation AB as of the
date thereof and as of the Closing Date], and (viii) there are no affiliations,
relationships or transactions relating to the Master Servicer, the Special
Servicer, the Trustee or any Sub-Servicer, as applicable, with respect to the
issuance of the Certificates and any party thereto identified by the Depositor
of a type described in Item 1119 of Regulation AB other than as disclosed in the
Prospectus Supplement.]

            (d) [If so requested by the Depositor on any date following the date
on which information is first provided to the Depositor or the Master Servicer,
as applicable, under clause 8.17(e) below, the Master Servicer, the Special
Servicer and the Trustee, as the case may be, shall, within five Business Days
following such request, confirm in writing the accuracy of the representations
and warranties set forth in paragraph (c) above or, if any such representation
and warranty is not accurate as of the date of such request, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting
party.]

            (e) [In connection with the issuance of the Offered Certificates,
the Master Servicer and the Special Servicer shall (i) within five Business Days
following request by the Depositor, provide to the Depositor (or, as applicable,
cause each Sub-Servicer to provide), in writing and in form and substance
reasonably satisfactory to the Depositor, the information and materials
specified in Section 8.17(c), and (ii) as promptly as practicable following
notice to or discovery by the Master Servicer or the Special Servicer, as the
case may be, provide to the Depositor (in writing and in form and substance
reasonably satisfactory to the Depositor) the information specified in paragraph
(d) of this Section 8.17.]

            (f) If so requested by the Depositor for the purpose of satisfying
its reporting obligation under the Exchange Act with respect to the Offered
Certificates, the Master Servicer, the Special Servicer, any Servicing
Participant and the Trustee shall (or the Master Servicer and Special Servicer
shall cause each Sub-Servicer to, or, in the case of the Master Servicer with
respect to a Sub-Servicer identified on Exhibit Y, shall use its reasonable best
efforts to cause such Sub-Servicer to) (i) notify the Depositor in writing of
(A) any litigation or governmental proceedings pending against the Master
Servicer, the Special Servicer, any Servicing Participant, any Sub-Servicer or
the Trustee, as the case may be, that would be material to certificateholders
and (B) any affiliations or relationships within the meaning of Item 1119 of
Regulation AB that develop following the Closing Date between the Master
Servicer, the Special Servicer, or the Trustee on the one hand and the Depositor
or any Mortgage Loan Seller on the other hand with respect to Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
[________], and (ii) provide to the Depositor a description of such proceedings,
affiliations or relationships.

            (g) Sucession; Subcontractors. As a condition to the succession to
the Master Servicer, Special Servicer or any Servicing Participant as servicer
or sub-servicer under this Agreement by any Person (i) into which the Master
Servicer and Special Servicer or such Servicing Participant may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer, Special Servicer or any Servicing Participant, the Master Servicer or
Special Servicer, as applicable, shall provide to the Depositor, at least 30
calendar days prior to the effective date of such succession or appointment, (x)
written notice to the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Depositor, all
information necessary to comply with the reporting requirements of Section
8.17(j) hereof.

            (h) In connection with the issuance of the Offered Certificates, the
Trustee shall (i) within five Business Days following request by the Depositor,
provide to the Depositor, in writing and in form and substance reasonably
satisfactory to the Depositor, the information and materials specified in
paragraph (c) of this Section 8.17.

<PAGE>

            (i) Within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
and substance as required by the Exchange Act. The Trustee shall file each Form
10-D with a copy of the related Distribution Date Statement attached thereto.
Any necessary disclosure in addition to the Distribution Date Statement that is
required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall,
pursuant to the paragraph immediately below, be reported by the parties set
forth on Exhibit U to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, except as
set forth in the next paragraph.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, within 5 calendar days after the related
Distribution Date, (i) the parties listed on Exhibit U hereto shall be required
to provide to the Trustee and the Depositor, to the extent a responsible officer
has actual knowledge thereof, in EDGAR-compatible format, or in such other
format as otherwise agreed upon by the Trustee and the Depositor and such party,
the form and substance of the Additional Form 10-D Disclosure described on
Exhibit U applicable to such party, (ii) the parties listed on Exhibit U hereto
shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit V and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit U of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information.

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review and
execution. No later than 2 Business Days prior to the 15th calendar day after
the related Distribution Date, a duly authorized representative of the Depositor
shall sign the Form 10-D and return an electronic or fax copy of such signed
Form 10-D (with an original executed hard copy to follow by overnight mail) to
the Trustee. Alternatively, the Depositor may deliver to the Paying Agent
manually signed copies of a power of attorney meeting the requirements of Item
601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a
resolution of the Depositor's board of directors authorizing such power of
attorney, each to be filed with each Form 10-D, in which case the Paying Agent
shall sign such Forms 10-D as attorney in fact for the Depositor. In the event
that the Paying Agent signs the Forms 10-D as attorney in fact for the Depositor
pursuant to such powers of attorney, the Paying Agent shall deliver a draft of
each such Form 10-D to the Depositor no later than 2 Business Days prior to the
filing deadline applicable to such report. If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures set forth in Section 8.17(b)(ii). Promptly (but no later
than 1 Business Day) after filing with the Commission, the Trustee will make
available on its internet website a final executed copy of each Form 10-D
prepared and filed by the Trustee. The signing party at the Depositor can be
contacted at Wachovia Commercial Mortgage Securities, Inc., 301 South College
Street, Charlotte, North Carolina 28288, Attention: Managing Director. The
parties to this Agreement acknowledge that the timely preparation, arrangement
for execution and filing of Form 10-D is dependent on such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 8.17(i). The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure
results from the Trustee's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

            (j) Form 8-K Filings. Within four (4) Business Days after the
occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the Trustee shall
prepare and file on behalf of the Trust Fund any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K (other than the initial Form 8-K) ("Form 8-K Disclosure Information")
shall be determined and prepared by or at the direction of the Depositor
pursuant to the paragraph immediately below, be reported by the parties set
forth on Exhibit X to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information absent
such reporting, direction and approval.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, no later than Noon (Eastern Time) on the 2nd
Business Day after the occurrence of a Reportable Event (i) the parties listed
on Exhibit X hereto shall be required to provide to the Trustee and the
Depositor, to the extent a responsible officer has actual knowledge thereof, in
EDGAR-compatible format, or in such other format as otherwise agreed upon by the
Trustee and the Depositor and such party, the form and substance of the Form 8-K
Disclosure Information described on Exhibit X applicable to such party, (ii) the
parties listed on Exhibit X hereto shall include with such Additional Form 8-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit V, and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K.

            After preparing the Form 8-K, the Trustee shall forward, no later
than Noon (Eastern Time) on the second Business Day after the Reportable Event,
electronically a draft copy of the Form 8-K to the Depositor for review. No
later than the close of business on the 3rd Business Day after the Reportable
Event, the Depositor shall notify the Trustee of any changes to or approval of
such Form 8-K. No later than Noon (Eastern Time) on the 4th Business Day after
the Reportable Event, a duly authorized representative of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Trustee will follow the procedures set forth in Section
8.17(b)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 8-K prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at Wachovia Commercial Mortgage
Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288,
Attention: Managing Director. The parties to this Agreement acknowledge that the
timely preparation, arrangement for execution and filing of Form 8-K is
dependent on such parties strictly observing all applicable deadlines in the
performance of their duties under this Section 8.17(j). The Trustee shall have
no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file
such Form 8-K, where such failure results from the Trustee's inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 8-K, not
resulting from its own negligence, bad faith or willful misconduct.

            Notwithstanding anything to the contrary herein, the Master
Servicer, the Special Servicer and the Trustee shall promptly notify (and the
Master Servicer and the Special Servicer shall use reasonable efforts to cause
each Sub-Servicer and each Servicing Participant with which, in each case, it
has entered into a relationship with respect to the Mortgage Loans (other than a
party to this Agreement) to promptly notify the Depositor and the Trustee, but
in no event later than one (1) Business Day after its occurrence, of any
Reportable Event of which it has actual knowledge.

            (k) Form 10-K Filings. (i) Within 90 days after the end of each
fiscal year of the Trust Fund or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal
year for the Trust Fund ends on December 31st of each year), commencing in March
2007, the Trustee shall prepare and file on behalf of the Trust Fund a Form
10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been
delivered to the Trustee within the applicable time frames set forth in this
Agreement:

            (ii) an annual compliance statement for the Master Servicer, the
      Special Servicer, each Sub-Servicer engaged by the Master Servicer and
      Special Servicer and the Trustee, as described under Section 3.13(b);

            (iii) (A) the annual reports on assessment of compliance with
      Servicing Criteria for the Master Servicer, the Special Servicer, each
      Additional Servicer, each Sub-Servicer and the Trustee, and any Servicing
      Participant engaged by such parties, as described under Section 3.13(a),
      and (B) if any such report on assessment of compliance with servicing
      criteria described under Section 3.13(a) identifies any material instance
      of noncompliance, disclosure identifying such instance of noncompliance,
      or if such report on assessment of compliance with servicing criteria
      described under Section 3.13(a) is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why
      such report is not included;

            (iv) (A) the registered public accounting firm attestation report
      for the Master Servicer, the Special Servicer, each Additional Servicer,
      the Trustee, each Sub-Servicer engaged by the Master Servicer or Special
      Servicer and any Servicing Participant engaged by such parties, as
      described under Section 3.14, and (B) if any registered public accounting
      firm attestation report described under Section 3.14 identifies any
      material instance of noncompliance, disclosure identifying such instance
      of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such
      report is not included; and

<PAGE>

            (v) a certification in the form attached hereto as Exhibit O, with
      such changes as may be necessary or appropriate as a result of changes
      promulgated by the Commission (the "Sarbanes-Oxley Certification"), which
      shall, except as described below, be signed by the senior officer of the
      Depositor in charge of securitization.

            Any disclosure or information in addition to (ii) through (v) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit W to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting, direction and approval.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, no later than March 15 (with no cure period),
commencing in March 2007 (i) the parties listed on Exhibit W hereto shall be
required to provide to the Trustee and the Depositor, to the extent a
responsible officer has actual knowledge thereof, in EDGAR-compatible format, or
in such other format as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of the Additional Form 10-K Disclosure
described on Exhibit W applicable to such party, (ii) the parties listed on
Exhibit W hereto shall include with such Additional Form 10-K Disclosure, an
Additional Disclosure Notification in the form attached hereto as Exhibit V, and
(iii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
10-K.

            After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor for review no
later than 5 Business Days prior to the 10-K Filing Deadline. No later than the
Business Day prior to the 10-K Filing Deadline, the Depositor shall notify the
Trustee of any changes to or approval of such Form 10-K. No later than end of
business Eastern Time on the 2nd Business Day prior to the 10-K Filing Deadline,
a senior officer of the Depositor in charge of securitization shall sign the
Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to follow by overnight mail) to the Trustee. If a
Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Trustee will follow the procedures set forth in Section
8.17(b)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-K prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at Wachovia Commercial Mortgage
Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288,
Attention: Managing Director. The parties to this Agreement acknowledge that the
timely preparation, arrangement for execution and filing of Form 10-K is
dependent on such parties (and any Additional Servicer or Servicing Participant)
observing all applicable deadlines in the performance of their duties under this
Section 8.17(k), Section 3.13 and Section 3.14. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file such
Form 10-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.

<PAGE>

            Each of the parties acknowledges and agrees that one of the purposes
of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB. Therefore, each of the parties agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to
accomplish that purpose, (b) the parties' obligations hereunder will be
supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional or
different information as the Trustee or the Depositor may determine in good
faith is necessary to comply with the provisions of Regulation AB, and (d) no
amendment of this Agreement shall be required to effect any such changes in the
parties' obligations as are necessary to accommodate evolving interpretations of
the provisions of Regulation AB.

            (l) Indemnification. (i) The Trustee shall indemnify and hold
harmless the Depositor, the Master Servicer, the Special Servicer and any
Servicing Participant and each of their respective officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the Trustee's obligations
under Sections 3.13, 3.14 or 8.17 or the Trustee's negligence, bad faith or
willful misconduct in connection therewith, and (ii) the Master Servicer,
Special Servicer and any Servicing Participant shall each severally and not
jointly indemnify and hold harmless the Depositor, the Trustee and, in the case
of each of the Master Servicer, the Special Servicer and any Servicing
Participant, each of the other such parties, and all their respective officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (A) a breach of the
Master Servicer's, Special Servicer's or Servicing Participant's obligations, as
the case may be, under Sections 3.13, 3.14 or 8.17 or (B) the negligence, bad
faith or willful misconduct of the Master Servicer, the Special Servicer or any
Servicing Participant, as the case may be, in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless any party receiving the benefit of such indemnification (an
"Indemnified Party"), then (i) the Trustee agrees that it shall contribute to
the amount paid or payable to the Indemnified Party as a result of the losses,
claims, damages or liabilities of such party in such proportion as is
appropriate to reflect the relative fault of the Indemnified Party on the one
hand and the Trustee on the other in connection with a breach of the Trustee's
obligations under Sections 3.13, 3.14 or 8.17 or the Trustee's negligence, bad
faith or willful misconduct in connection therewith, (ii) the Master Servicer
agrees that it shall contribute to the amount paid or payable to the Indemnified
Party as a result of the losses, claims, damages or liabilities of the
Indemnified Party in such proportion as is appropriate to reflect the relative
fault of the Indemnified Party on the one hand and the Master Servicer on the
other in connection with a breach of the Master Servicer's obligations under
Sections 3.13, 3.14 or 8.17 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith, (iii) the Special Servicer agrees
that it shall contribute to the amount paid or payable by the Indemnified Party
as a result of the losses, claims, damages or liabilities of the Indemnified
Party in such proportion as is appropriate to reflect the relative fault of the
Indemnified Party on the one hand and the Special Servicer on the other in
connection with a breach of the Special Servicer's obligations under Sections
3.13, 3.14 or 8.17 or the Special Servicer's negligence, bad faith or willful
misconduct in connection therewith, and (iv) each Servicing Participant agrees
that it shall contribute to the amount paid or payable by the Indemnified Party
as a result of the losses, claims, damages or liabilities of the Indemnified
Party in such proportion as is appropriate to reflect the relative fault of the
Indemnified Party on the one hand and such Servicing Participant on the other in
connection with a breach of such Servicing Participant's obligations under
Sections 3.13, 3.14 or 8.17 or such Servicing Participant's negligence, bad
faith or willful misconduct in connection therewith.

            (m) Form 15 Filing. On or prior to January 30 of the first year in
which the Trustee is able to do so under applicable law, the Trustee shall file
a Form 15 Suspension Notification relating to the automatic suspension of
reporting in respect of the Trust Fund under the Exchange Act. 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 Forms
10-K, 10-D and 8-K as required pursuant to this Section 8.17.

            (n) Sarbanes-Oxley Certification. Each Form 10-K shall include a
Sarbanes-Oxley Certification in the form attached as Exhibit O required to be
included therewith pursuant to 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). The Master Servicer and the
Special Servicer shall, and the Master Servicer shall cause each Servicing
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans to, provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person") a certification in the form attached
hereto as Exhibit P-1 and Exhibit P-2, as applicable, on which the Certifying
Person, the entity for which the Certifying Person acts as an officer (if the
Certifying Person is an individual), and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. In addition, in the event that the [________] Pari Passu
Companion Loan is deposited into a commercial mortgage securitization, each
Reporting Party shall provide to the Person who signs the Sarbanes-Oxley
Certification with respect to the other related securitization a Performance
Certification (in the form attached hereto as Exhibit P-3) (which shall address
the matters contained in the Performance Certification, but solely with respect
to the [______] Loan) on which such Person, the entity for which the Person acts
as an officer (if the Person is an individual), and such entity's officers,
directors and Affiliates can reasonably rely. With respect to the [______] Pari
Passu Companion Loan, the Master Servicer will use its reasonable efforts to
procure a Sarbanes-Oxley back-up certification from the related master servicer,
special servicer and trustee in form and substance similar to a Performance
Certification. The senior officer in charge of the Depositor shall serve as the
Certifying Person on behalf of the Trust. In addition, each Reporting Party
shall execute a reasonable reliance certificate to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to
Section 3.13(a), (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 3.13(b) and (iii) accountant's report
provided pursuant to Section 3.14, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or
defaults described to the registered public accountants of such Reporting Party
to enable such accountants to render the certificates provided for in Section
3.14. In the event any Reporting Party is terminated or resigns pursuant to the
terms of this Agreement, or any applicable sub-servicing agreement or primary
servicing agreement, as the case may be, such Reporting Party shall provide a
certification to the Certifying Person pursuant to this Section 8.17(n) with
respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be.

            With respect to any notice required to be delivered by the Trustee
to the Depositor pursuant to this Section 8.17, the Trustee may deliver such
notice, notwithstanding any contrary provision in Section 11.05, via facsimile
to [__]-[__]-[_____], via email to [_________] or via telephone by calling
[______] at [__]-[__]-[_____].

            (o) If the [_______] Pari Passu Companion Loan or the [______] Pari
Passu Companion Loan is then included in a securitization, the Master Servicer
and the Special Servicer shall reasonably cooperate with the related trustee,
depositor, master servicer and special servicer with respect to such
securitization(s) in connection with the reporting requirements under the
Exchange Act and shall provide such certifications (including without limitation
back-up certificates relating to the requirements of the Sarbanes-Oxley Act) as
reasonably requested; provided that no such cooperation shall materially
increase the obligations of the Master Servicer and/or the Special Servicer
under this Agreement.

            (p) Amendments. Sections 3.13, 3.14 and 8.17 may be amended by the
written consent of the parties hereto pursuant to Section 11.01 for purposes of
complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act of 2002
or for purposes of designating the Certifying Person without any Opinions of
Counsel, Officer's Certificates, Rating Agency Confirmations or the consent of
any Certificateholder, notwithstanding anything to the contrary contained in
this Agreement.

            Section 8.18 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 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.

<PAGE>

                                   ARTICLE IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee on behalf of the Trustee to provide for and make
payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) (i) 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 (A) the purchase by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder of all Mortgage Loans, the REO Loan related to the
[__________] Serviced Mortgage Loan, if any, and each REO Property remaining in
REMIC I at a price equal to (1) the aggregate Purchase Price of all the Mortgage
Loans included in REMIC I, plus (2) the appraised value of the Trust Fund's
interest in each REO Property (other than the Trust Fund's beneficial interest
in any REO Property related to the [__________] Loan), if any, included in REMIC
I, such appraisal to be conducted by an Independent Appraiser selected by the
Master Servicer and approved by the Trustee, plus (3) with respect to any REO
Property related to the [__________] Serviced Mortgage Loan, the pro rata
portion of the appraised value of such REO Property (based on an appraisal
conducted in accordance with the [__________] Pooling and Servicing Agreement of
the property owned by the [__________] Trustee on behalf of the owners thereof),
based on the outstanding principal balances of the notes constituting the
[__________] Whole Loan, as the case may be, minus (4) if the purchaser is the
Master Servicer, the aggregate amount of unreimbursed Advances made by the
Master Servicer, together with any interest accrued and payable to the Master
Servicer in respect of unreimbursed Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the Master Servicer in
connection with such purchase), and (B) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I, and (ii) to the Trustee, the Master Servicer, the Special
Servicer and the officers, directors, employees and agents of each of them of
all amounts which may have become due and owing to any of them hereunder;
provided, however, that in no event shall the Trust Fund 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.

            Subject in each case to the terms of the related Intercreditor
Agreement, the obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, and the
Companion Paying Agent shall terminate with respect to any Companion Loan to the
extent (i) its related Co-Lender Loan has been paid in full or is no longer part
of the Trust Fund and (ii) no amounts payable by the related Companion Holder to
or for the benefit of the Trust Fund or any party hereto in accordance with the
related Intercreditor Agreement remain due and owing.

<PAGE>

            The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and the Trust Fund's interest in 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 (i) 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 Balances of the Mortgage Loans, and (ii) the
Master Servicer shall not have the right to effect such a purchase if, within
[__] days following the Master Servicer's delivery of a notice of election
pursuant to this paragraph, the Special Servicer or the Majority Subordinate
Certificateholder shall give notice of its election to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I and shall thereafter
effect such purchase in accordance with the terms hereof. The Master Servicer or
the Majority Subordinate Certificateholder shall not have the right to effect
such a purchase if, within [__] days following the Special Servicer's delivery
of a notice of election pursuant to this paragraph, the Special Servicer shall
give notice of its election to purchase all of the Mortgage Loans and the Trust
Fund's interest in each REO Property remaining in REMIC I and shall thereafter
effect such purchase in accordance with the terms hereof. If the Trust Fund is
to be terminated in connection with the Master Servicer's, the Special
Servicer's or the Majority Subordinate Certificateholder's purchase of all of
the Mortgage Loans and the Trust Fund's interest in each REO Property remaining
in REMIC I, the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder, as applicable, shall deliver to the Paying Agent
for deposit in the Distribution Account not later than the P&I Advance Date
relating to the Distribution Date on which the final distribution on the
Certificates is to occur an amount in immediately available funds equal to the
above-described purchase price. In addition, the Master Servicer shall transfer
to the Distribution Account all amounts required to be transferred thereto on
such P&I Advance Date from the Certificate Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Certificate Account that would otherwise be held for future distribution. Upon
confirmation that such final deposit has been made, the Trustee shall release or
cause to be released to the Master Servicer, the Special Servicer, the Majority
Subordinate Certificateholder, as applicable, the Mortgage Files for the
remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder, as applicable, as shall be
necessary to effectuate the transfer of the Mortgage Loans and REO Properties to
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder (or their respective designees), and, in the case of a Loan
Pair, to the related Companion Holder, as applicable. Any transfer of Mortgage
Loans to the Depositor pursuant to this paragraph shall be on a
servicing-released basis.

            Notice of any termination shall be given promptly by the Trustee by
letter to the Certificateholders mailed (a) if such notice is given in
connection with the Master Servicer's, the Special Servicer's or the Majority
Subordinate Certificateholder's purchase of the Mortgage Loans and the Trust
Fund's interest in 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 Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and final payment of the Certificates will be made, (ii) the amount of
any such final payment and (iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the offices of the Certificate
Registrar or such other location therein designated. The Trustee shall give such
notice to the Master Servicer, the Special Servicer and the Depositor at the
time such notice is given to Certificateholders.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account as of the final Distribution Date, exclusive
of any portion thereof that would be payable to any Person in accordance with
clauses (ii) through (vii) of Section 3.05(b), including any portion thereof
that represents Prepayment Premiums and Yield Maintenance Charges, shall be (i)
deemed distributed in respect of the REMIC I Regular Interests and distributed
to the Class R-I Certificates in accordance with Section 4.01(b), Section
4.01(h), Section 4.01(i) and Section 4.01(l) and (ii) distributed to the REMIC
II Certificates in the order of priority set forth in Section 4.01(a), Section
4.01(b), Section 4.01(c), Section 4.01(d), Section 4.01(j) and Section 4.01(k),
in each case, to the extent of remaining available funds.

            On or after the Final Distribution Date, upon presentation and
surrender of the Class Certificates, the Paying Agent shall distribute to the
Class Z Certificateholders any amount then on deposit in the Additional Interest
Account that was paid on a Mortgage Loan.

            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 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, 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, and
shall deal with all such unclaimed amounts in accordance with applicable law.
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.

            After the Registered Certificates and the Class A-1A Certificates
have been paid in full and the remaining outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder, such Certificateholder shall have the right to exchange all
of the Certificates held thereby for all of the Mortgage Loans and the Trust
Fund's interest in each REO Property remaining in the Trust Fund by giving
written notice to all parties hereto no later than [__] days prior to the
anticipated date of exchange.

<PAGE>

            In the event that such Certificateholder shall elect to exchange all
of the Certificates held thereby for all of the Mortgage Loans and the Trust
Fund's interest in each REO Property remaining in REMIC I in accordance with the
preceding sentence, such Certificateholder, not later than the date on which the
final distribution on the Certificates is to occur, shall deposit in the
Certificate Account an amount in immediately available funds equal to all
amounts then due and owing to the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent, the Certificate Registrar and/or the REMIC
Administrator hereunder. Upon confirmation that such final deposits have been
made and following the surrender of all the Certificates held by such
Certificateholder on the final Distribution Date, the Custodian, on behalf of
the Trustee, shall release or cause to be released to such Certificateholder the
Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute
all assignments, endorsements and other instruments furnished to it by such
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund. Thereafter, the Trust Fund
and the respective obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator (other than annual tax returns and maintenance of books and
records and the preparation and filing of final tax returns) and the Paying
Agent shall terminate. Such transfers shall be subject to any rights of any
Sub-Servicers to primary service (or to perform select servicing functions with
respect to) the Mortgage Loans. For federal income tax purposes, the
Certificateholder shall be deemed to have purchased the assets of REMIC I for an
amount equal to the unpaid principal balance, plus accrued unpaid interest, of
the Mortgage Loan(s) (other than the defaulted Mortgage Loan(s) or the Trust
Fund's interest in any REO Property in such REMIC, and the fair market value of
any defaulted Mortgage Loans or the Trust Fund's interest in an REO Property,
without duplication of amounts deposited pursuant to the fourth preceding
sentence of this paragraph, and such amounts shall be deemed to have been paid
or distributed in accordance with Section 4.01(a), Section 4.01(b), Section
4.01(h), Section 4.01(i) and Section 4.01(j).

            In the case of any Loan Pair, references in this Section 9.01 and
Section 9.02 to "REO Property" shall include only the Trust's proportionate
interest in such REO Property and not the interest of the Companion Holder(s)
therein.

            Section 9.02 Additional Termination Requirements.

            (a) If the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholders purchase all of the Mortgage Loans and the Trust
Fund's interest in each REO Property remaining in REMIC I as provided in Section
9.01, the Trust Fund (and, accordingly, either of REMIC I or REMIC II) shall be
terminated in accordance with the following additional requirements, unless the
Person effecting the purchase obtains at its own expense and delivers to the
Trustee and, in the case of the Depositor, to the Trustee and the Master
Servicer, an Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.02 will not result in the imposition of taxes on
"prohibited transactions" of either of REMIC I or REMIC II as defined in Section
860F of the Code or cause either of REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

<PAGE>

            (i) the Trustee shall specify the first day in the [__]-day
      liquidation period in a statement attached to the final Tax Return for
      REMIC I and REMIC II pursuant to Treasury Regulations Section 1.860F-1;

            (ii) during such [__]-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, the Special
      Servicer or the Majority Subordinate Certificateholders, as applicable,
      for cash; and

            (iii) 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 Certificateholders in accordance with
      Section 9.01 all cash on hand (other than cash retained to meet claims),
      and REMIC I and REMIC II shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
authorize the Trustee to specify the [__]-day liquidation period for REMIC I and
REMIC II, which authorization shall be binding upon all successor
Certificateholders.

                                   ARTICLE X

                            ADDITIONAL TAX 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 December 31, [____], in the
case of each of REMIC I and REMIC II.

            (b) The REMIC I Regular Interests and the Regular Certificates are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I and REMIC II, respectively. The Class R-I
Certificates are hereby designated as the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I, and the Class
R-II Certificates are hereby designated as the single class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code) in REMIC II.
None of the Master Servicer, the Special Servicer or the Trustee shall (to the
extent within its control) permit the creation of any other "interests" in
either of REMIC I or REMIC II (within the meaning of Treasury regulation 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" of the REMIC I Regular Interests and
the Regular Certificates for purposes of the REMIC Provisions shall be the Rated
Final Distribution Date.

            (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
of REMIC I and REMIC II, and shall act on behalf of the related REMIC in
relation to any tax matter or controversy and shall represent the related REMIC
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority; provided that the REMIC Administrator is
hereby irrevocably appointed to act and shall act as agent and attorney-in-fact
for the Tax Matters Person for REMIC I and REMIC II in the performance of its
duties as such.

            (e) Except as otherwise provided in Section 3.17(a) and subsections
(h) and (i) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to either of REMIC I and REMIC II (but not including any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to the Trust Fund that involve the Internal Revenue Service or
state tax authorities, which extraordinary expenses shall be payable or
reimbursable to the Trustee from the Trust Fund unless otherwise provided in
Section 10.01(g) or 10.01(h)).

            (f) Within [__] days after the Closing Date, the REMIC Administrator
shall obtain taxpayer identification numbers for REMIC I and REMIC II by
preparing and filing Internal Revenue Service Forms SS-4 and shall prepare and
file (if not previously prepared and filed) with the Internal Revenue Service
Form 8811, "Information Return for Real Estate Mortgage Investment Conduits
(REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. In
addition, the REMIC Administrator shall prepare, cause the Trustee to sign and
file all of the other 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. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to REMIC I and REMIC II as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Article. Without limiting the generality of
the foregoing, the Depositor, within [__] days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

            (g) The REMIC Administrator shall perform 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 Internal Revenue Service or, with respect to
State and Local Taxes, any state or local taxing authority. Included among such
duties, the REMIC Administrator shall provide to: (i) any Transferor of a
Residual Certificate or agent of a Non-Permitted Transferee, such information as
is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Person who is not a Permitted Transferee; (ii) 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 hereunder); and (iii) the Internal Revenue
Service, the name, title, address and telephone number of the Person who will
serve as the representative of each of REMIC I and REMIC II.

            (h) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of REMIC I and REMIC II as a REMIC under the
REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall
knowingly take (or cause either of REMIC I or REMIC II to take) any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of either of REMIC I or REMIC II as a REMIC, or (ii) except as provided
in Section 3.17(a), result in the imposition of a tax upon either of REMIC I or
REMIC II (including, but not limited to, the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code or the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code (any such endangerment or imposition
or, except as provided in Section 3.17(a), imposition of a tax, an "Adverse
REMIC Event")), unless the REMIC Administrator has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the REMIC Administrator seeks to take such action
or to refrain from acting for the benefit of the Certificateholders) to the
effect that the contemplated action will not result in an Adverse REMIC Event.
The REMIC Administrator shall not take any action or fail to take any action
(whether or not authorized hereunder) as to which the Master Servicer or the
Special Servicer has advised it in writing that either the Master Servicer or
the Special Servicer has received or obtained 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 either of REMIC I or REMIC
II, or causing either of REMIC I or REMIC II to take any action that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the REMIC Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur. Neither the Master Servicer nor the Special Servicer shall take
any such action or cause either of 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, and neither the Master Servicer nor the Special
Servicer shall have any liability hereunder for any action taken by it in
accordance with the written instructions of the REMIC Administrator. The REMIC
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the cost or expense of the Trust
Fund, the Trustee or the REMIC Administrator. At all times as may be required by
the Code, the REMIC Administrator (to the extent it is within its control) shall
take all necessary actions within the scope of its responsibilities as more
specifically set forth in this Agreement such that it does not cause
substantially all of the assets of each of REMIC I and REMIC II to fail to
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.

            (i) If any tax is imposed on either of REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to either of 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; provided
that no liability shall be imposed upon the REMIC Administrator under this
clause if another party has responsibility for payment of such tax under clauses
(iii) or (v) of this Section; (ii) 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; (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 Trustee if such tax
arises out of or results from a breach by the Trustee of any of its respective
obligations under Article IV, Article VIII or this Article X; (v) the Mortgage
Loan Seller, if such tax was imposed due to the fact that any of the Mortgage
Loans did not, at the time of their transfer to REMIC I, as applicable,
constitute a "qualified mortgage" as defined in Section 860G(a)(3) of the Code;
or (vi) the Trust Fund, excluding the portion thereof constituting the
Additional Interest Grantor 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 Fund. Any such amounts payable by the Trust Fund shall
be paid by the Paying Agent upon the written direction of the REMIC
Administrator out of amounts on deposit in the Distribution Account in reduction
of the Available Distribution Amount pursuant to Section 3.05(b).

            (j) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to REMIC I and REMIC II on a calendar
year and on an accrual basis.

            (k) Following the Startup Day, none of the Trustee, the Master
Servicer or the Special Servicer shall accept any contributions of assets to
either of 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 and in
no event at the expense of the Trust Fund or the Trustee) 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.

            (l) None of the Trustee, the Master Servicer or the Special Servicer
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) the default or foreclosure 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, (B) the bankruptcy of either of REMIC I
or REMIC II, (C) the termination of either of REMIC I and REMIC II pursuant to
Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or
as contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Servicing Accounts, the Interest Reserve
Accounts, the Certificate Account, the Distribution Account, the Companion
Distribution Account, the Gain-on-Sale Reserve Account or the REO Account for
gain; or (iii) the acquisition of any assets on behalf of either of REMIC I or
REMIC II (other than (1) a Mortgaged Property acquired through foreclosure, deed
in lieu of foreclosure or otherwise in respect of a Defaulted Mortgage Loan, (2)
a Qualified Substitute Mortgage Loan pursuant to Article II hereof and (3)
Permitted Investments acquired in connection with the investment of funds in the
Servicing Accounts, the Interest Reserve Accounts, the Certificate Account, the
Distribution Account, the Companion Distribution Account, the Gain-on-Sale
Reserve Account or the REO Account); in any event unless it has received an
Opinion of Counsel (at the expense of the party seeking to cause such sale,
disposition, or acquisition but in no event at the expense of the Trust Fund or
the Trustee) to the effect that such sale, disposition, or acquisition will not
cause: (x) either of 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
either of REMIC I or REMIC II under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

            (m) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which either of REMIC I or REMIC II will receive a fee or other compensation for
services nor permit either of 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.

            (n) The Trustee shall treat the Class X-C Certificates as
representing regular interests in REMIC II, in the form of the Corresponding
Components, with a pass-through rate.

            Section 10.02 Administration of the Additional Interest Grantor
Trust.

            (a) The REMIC Administrator shall treat the Additional Interest
Grantor Trust, for tax return preparation purposes, as a grantor trust under the
Code and shall treat the Additional Interest, the Additional Interest Account
and amounts held from time to time in the Additional Interest Account that
represent Additional Interest as separate assets of the Additional Interest
Grantor Trust, and not either of REMIC I or REMIC II permitted by Treasury
Regulations Section 1.860G-2(i)(1). The Class Z Certificates are hereby
designated as representing an undivided, beneficial interest in Additional
Interest payable on the Mortgage Loans and proceeds thereof in the Additional
Interest Account.

            (b) [Reserved]

            (c) The REMIC Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to the Additional Interest Grantor Trust (but not including any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to the Trust Fund that involve the Internal Revenue Service or
state tax authorities which extraordinary expenses shall be payable or
reimbursable to the REMIC Administrator from the Trust Fund unless otherwise
provided in Section 10.02(f) or 10.02(g)).

            (d) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of the Additional Interest
Grantor Trust. The expenses of preparing and filing such returns shall be borne
by the REMIC Administrator without any right of reimbursement therefor. The
other parties hereto shall provide on a timely basis to the REMIC Administrator
or its designee such information with respect to the Additional Interest Grantor
Trust as is in its possession and reasonably requested by the REMIC
Administrator to enable it to perform its obligations under this Section 10.02.
Without limiting the generality of the foregoing, the Depositor, within [__]
days following the REMIC Administrator's request therefor, shall provide in
writing to the REMIC Administrator such information as is reasonably requested
by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty
to perform its reporting and other tax compliance obligations under this Section
10.02 shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

            (e) The REMIC Administrator shall furnish or cause to be furnished
to the Class Z Certificateholders on the cash or accrual method of accounting,
as applicable, such information as to their respective portions of the income
and expenses of the Additional Interest Grantor Trust, at the time and in the
manner required under the Code, and shall perform on behalf of the Additional
Interest Grantor Trust all reporting and other tax compliance duties that are
required in respect thereof under the Code, the Grantor Trust Provisions or
other compliance guidance issued by the Internal Revenue Service or any state or
local taxing authority.

            (f) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of the Additional Interest Grantor Trust as grantor
trusts under the Grantor Trust Provisions (and the Trustee, the Master Servicer
and the Special Servicer shall assist the REMIC Administrator to the extent
reasonably requested by the REMIC Administrator and to the extent of information
within the Trustee's, the Master Servicer's or the Special Servicer's possession
or control). None of the REMIC Administrator, Master Servicer, the Special
Servicer or the Trustee shall knowingly take (or cause the Additional Interest
Grantor Trust to take) any action or fail to take (or fail to cause to be taken)
any action that, under the Grantor Trust Provisions, if taken or not taken, as
the case may be, could endanger the status of the Additional Interest Grantor
Trust as a grantor trust under the Grantor Trust Provisions (any such
endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless
the REMIC Administrator has obtained or received an Opinion of Counsel (at the
expense of the party requesting such action or at the expense of the Trust Fund
if the REMIC Administrator seeks to take such action or to refrain from taking
any action for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse Grantor Trust Event. None of
the other parties hereto shall take any action or fail to take any action
(whether or not authorized hereunder) as to which the REMIC Administrator has
advised it in writing that the REMIC Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Additional Interest Grantor Trust, or causing the
Trust Fund to take any action, that is not expressly permitted under the terms
of this Agreement, the Master Servicer and the Special Servicer shall consult
with the REMIC Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. Neither
the Master Servicer nor the Special Servicer shall have any liability hereunder
for any action taken by it in accordance with the written instructions of the
REMIC Administrator. The REMIC Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at
the cost or expense of the Trust Fund, the REMIC Administrator or the Trustee.
Under no circumstances may the REMIC Administrator vary the assets of the
Additional Interest Grantor Trust so as to take advantage of variations in the
market so as to improve the rate of return of Holders of the Class Z
Certificates.

            (g) If any tax is imposed on the Additional Interest Grantor Trust,
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 Section
10.02; (ii) 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 Section 10.02; (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 Section 10.02; (iv) the Trustee, if such tax arises out of
or results from a breach by the Trustee, of any of its obligations under Article
IV, Article VIII or this Section 10.02; or (v) the portion of the Trust Fund
constituting the Additional Interest Grantor Trust in all other instances.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders or Companion
Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any
provision herein which may be inconsistent with any other provision herein,
(iii) to add any other provisions with respect to matters or questions arising
hereunder which 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, or (v) if such amendment, as evidenced by an Opinion
of Counsel (at the expense of the Trust Fund, in the case of any amendment
requested by the Master Servicer or Special Servicer that protects or is in
furtherance of the interests of the Certificateholders, and otherwise at the
expense of the party seeking such amendment) delivered to the Master Servicer,
the Special Servicer and the Trustee, is advisable or 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 which, if made effective, would
apply retroactively to REMIC I or REMIC II created hereunder 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 any such REMIC or
to comply with any requirements imposed by the Commission with respect to any
adopted temporary or final regulation or other written official announcement or
interpretation relating to the securities laws which, would apply retroactively
to the Depositor, any Underwriter or the Trust Fund; provided that no such
amendment may significantly change the activities of the Trust Fund in a manner
that would adversely affect the Trust Fund's status as a "qualifying special
purpose entity" for purposes of FAS 140; provided, further, that such action
(except any amendment described in clause (v) above) shall not, as evidenced by
an Opinion of Counsel (at the expense of the Trust Fund, in the case of any
amendment requested by the Master Servicer or Special Servicer that protects or
is in furtherance of the interests of the Certificateholders, and otherwise at
the expense of the party seeking such amendment) obtained by or delivered to the
Master Servicer, the Special Servicer and the Trustee, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder with
respect to the Pari Passu Mortgage Loans; provided, further, that the Master
Servicer, the Special Servicer and the Trustee shall have first obtained from
each Rating Agency written confirmation that such amendment will not result in
the qualification, downgrade or withdrawal of the rating on any Class of
Certificates.

            (b) This Agreement may also be amended from time to time by the
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee 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
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, or which are required to be
distributed to a Companion Holder, without the consent of such Companion Holder,
(ii) as evidenced by an Opinion of Counsel obtained by or delivered to the
Master Servicer, the Special Servicer and the Trustee, adversely affect in any
material respect the interests of the Holders of any Class of Certificates or
the interests of a Companion Holder in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class or the
consent of such Companion Holders, as the case may be, (iii) modify the
provisions of this Section 11.01 without the consent of the Holders of all
Certificates then outstanding and the consent of all Companion Holders, (iv)
modify the provisions of Section 3.20 or the definition of Servicing Standard
without the consent of the Holders of Certificates entitled to all of the Voting
Rights and the consent of all Companion Holders or (v) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the 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 or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by the Master Servicer
or Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
either of REMIC I or REMIC II pursuant to the REMIC Provisions or on the
Additional Interest Grantor Trust or cause either of REMIC I or REMIC II to fail
to qualify as a REMIC or the Additional Interest Grantor Trust to fail to
qualify as a grantor trust at any time that any Certificates are outstanding and
(ii) such amendment complies with the provisions of this Section 11.01.

            (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and Companion Holder.

            (e) 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.

            (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is 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), (b) or (c) shall be payable out of the Certificate Account or the
Distribution Account pursuant to Sections 3.05 and 4.01.

            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 Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Certificate Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

            (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 Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any 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 unless also (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, 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 the Depositor, Wachovia
Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte, North
Carolina 28288, Attention: Charles Culbreth, Managing Director, facsimile
number: (704) 383-7639; (ii) in the case of the Master Servicer, [Wachovia Bank,
National Association], NC 1075, 8739 Research Drive URP4, Charlotte, North
Carolina 28262-1075, Attention: Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [______], facsimile
number: 704-715-0036; (iii) in the case of the Special Servicer, [__________];
(iv) in the case of the Trustee, [_________________________]; (v) in the case of
the Underwriters to each of [________________]; (vi) in the case of the initial
Controlling Class Representative, [__________________________]; (vii) in the
case of the Rating Agencies to each of [____________________]; and
[__________________________________]; and (viii) in the case of any Companion
Holder, the address(es) for notice to such Companion Holder as set forth in the
related Intercreditor Agreement 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 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets constituting the Trust
Fund.

            Section 11.08 Streit Act.

            Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail; provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

            Section 11.09 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.
This Agreement may not be amended in any manner that would adversely affect the
rights of any third party beneficiary hereof without its consent. No other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement; provided that
the Companion Holders are intended third party beneficiaries hereunder.

            Section 11.10 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 11.11 Notices to Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
and the Controlling Class Representative 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 that has not been cured;

            (iii) the merger, consolidation, resignation or termination of the
      Trustee, the Master Servicer or the Special Servicer;

            (iv) the repurchase of Mortgage Loans by any of the Mortgage Loan
      Sellers pursuant to the applicable Mortgage Loan Purchase Agreement;

            (v) any change in the location of the Servicing Accounts, the
      Interest Reserve Accounts, the Certificate Account, the Gain-on-Sale
      Reserve Account, the Companion Distribution Account or the Distribution
      Account;

            (vi) the final payment to any Class of Certificateholders; and

            (vii) any sale or disposition of any Mortgage Loan or REO Property.

<PAGE>

            (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

            (ii) any change in the location of the Certificate Account.

            (c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative with respect to a non-performing or Defaulted
Mortgage Loan such information as the Rating Agency or Controlling Class
Representative shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.

            (d) To the extent applicable, each of the Master Servicer, the
Special Servicer and the Trustee shall promptly furnish, or cause to be
furnished, to each Rating Agency copies of the following items:

            (i) each of the annual statements as to compliance described in
      Section 3.13;

            (ii) each of the annual independent public accountants' servicing
      reports described in Section 3.14;

            (iii) any Officer's Certificate delivered to the Trustee pursuant to
      Section 4.03(c) or 3.08; and

            (iv) each of the reports described in Section 3.12(a) and the
      statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).

            (e) The Trustee shall (i) make available to each Rating Agency and
the Controlling Class Representative, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and
the Controlling Class Representative a copy of any notices given pursuant to
Section 7.03(a) or Section 7.03(b).

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            (g) Notwithstanding any provision herein to the contrary each of the
Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.

            Section 11.12 Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.

<PAGE>

                            [SIGNATURE PAGES FOLLOW]




<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       WACHOVIA COMMERCIAL MORTGAGE
                                          SECURITIES, INC., Depositor

                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       [WACHOVIA BANK, NATIONAL ASSOCIATION],
                                          MASTER SERVICER

                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:



                                       [__________], Special Servicer

                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:



                                       [__________], Trustee

                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


<PAGE>

                                 EXHIBIT A-1

  FORM OF CLASS [A-1, A-2, A-3, A-PB, A-4, A-5, A-1A, A-M, A-J, B, C, D, E, F,
                             R-I, R-II] CERTIFICATE

            CLASS [__] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                   WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

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

Pass-Through Rate:  [____]% per annum    Class Principal    Balance    of    the
                                         Class [__]   Certificates   as  of  the
                                         Closing Date: $[_____]
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial  Certificate  Principal Balance
Agreement: as of [______]                of this  Class [__]  Certificate  as of
                                         the Closing Date: $[______]
--------------------------------------------------------------------------------

Closing Date:  [______]                  Aggregate Stated  Principal  Balance of
                                         the  Mortgage  Loans as of the  Cut-Off
                                         Date: $[______]
--------------------------------------------------------------------------------

First Distribution Date:  [______]
--------------------------------------------------------------------------------

Master Servicer:  [Wachovia Bank,        Trustee: [______]
National Association]
--------------------------------------------------------------------------------

Special Servicer:  [______]
--------------------------------------------------------------------------------

Certificate No.  [______]                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 MASTER SERVICER, 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.

<PAGE>

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE AGREEMENT REFERRED TO
HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE [___]
CLASS [___] CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS [___] CERTIFICATES AND THE
CLASS [___] CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (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.]

[NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.]


<PAGE>


[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "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, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. 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 Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class [__] Certificate (obtained by
dividing the principal amount of this Class [__] Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class [__] Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class [__] Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), [Wachovia Bank, National
Association] (herein called the "Master Servicer," which terms include any
successor entity under the Agreement), [_____] (herein called the "Special
Servicer," which term includes any successor entity under the Agreement) and
[____] (herein called the "Trustee", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. 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 fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in [_____] (each, a "Determination Date"). Distributions will be made
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
to the Holders of the Class [__] Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class [__] Certificates will be made by [______], as paying agent (the
"Paying Agent"), by wire transfer of 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 Paying
Agent with wiring instructions no less than five Business Days prior to the
related Record Date


<PAGE>


(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on 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 in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. 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 appears in the
Certificate Register or to any such other address of which the Paying Agent is
subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO 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.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class [__] Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            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 Class [__] 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 Class [__] Certificates are exchangeable for new Class [__] Certificates 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 Class [__] Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

<PAGE>

            No service charge will be imposed for any registration of transfer
or exchange of Class [__] Certificates, but 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 Class
[__] Certificates.

            Notwithstanding the foregoing, 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.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, 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 to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class [__]
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 aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the [__] and Class [__] Certificates have been paid
in full.

            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 the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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 limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, 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 applicable to agreements 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 Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [________]


                                       [________], as Certificate Registrar



                                       By:____________________________________
                                          Authorized Representative


<PAGE>




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class [__] Certificates referred to in the
within-mentioned Agreement.


                                        [___________], as Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative



<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 assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
____________________________________________________.

Dated:  _________________________



                                       ---------------------------------------
                                        Signature by or on behalf of Assignor



                                       ---------------------------------------
                                                Signature Guaranteed



<PAGE>

                          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

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                   EXHIBIT C-1

               SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY

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

   Loan No(s)                 Loan Name              Exception(s)
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

<PAGE>


                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]

Wachovia Bank, National Association
301 South College Street
One Wachovia Center
Charlotte, North Carolina  28288

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina  28288
Attention:  Barry Reiner

[Wachovia Bank, National Association
8739 Research Drive - URP4, NC  1075
Charlotte, North Carolina  28262-1075
Attention:  Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series [________]]

      Re:   Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            (a) [NAME OF TRUSTEE], as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan (and with respect to
a Companion Loan, only those items required pursuant to the definition of
"Mortgage File") listed in the Mortgage Loan Schedule, except as specifically
identified in the schedule of exceptions annexed thereto, (i) without regard to
the proviso in the definition of "Mortgage File," all documents specified in
clauses (i), (ii), (iv)(a), (v) and (vii), and to the extent provided in the
related Mortgage File and actually known by a Responsible Officer of the Trustee
to be required, clauses (iii), (iv)(b), (iv)(c), (vi), (viii), (ix)(a) and (xii)
of the definition of "Mortgage File" are in its possession, (ii) all documents
delivered or caused to be delivered by the applicable Mortgage Loan Seller
constituting the related Mortgage File have been reviewed by it and appear
regular on their face and appear to relate to such Mortgage Loan, (iii) based on
such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule for such Mortgage Loan with respect to the
items specified in clauses (v) and (vi)(c) of the definition of "Mortgage Loan
Schedule" is correct and (iv) solely with respect to the Companion Loans, all
documents specified in clause (xiii) of the definition of Mortgage File are in
its possession. Further, with respect to the documents described in clause
(viii) of the definition of Mortgage File, the Trustee may assume, for purposes
of the certification delivered in Section 2.02(b) of the Pooling and Servicing
Agreement and for purposes of determining (subject to the proviso at the end of
this sentence) where to file UCC Financing Statements, that the related Mortgage
File should include one state level UCC Financing Statement filing in the state
of incorporation of the Mortgagor for each Mortgaged Property (or with respect
to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor);
provided, however, that to the extent the Trustee has actual knowledge or is
notified of any fixture or real property UCC Financing Statements filed in the
county of the state where the related Mortgaged Property is located, the Trustee
shall file an assignment to the Trust Fund with respect to such UCC Financing
Statements in the appropriate jurisdiction under the UCC at the expense of the
related Mortgage Loan Seller. The UCC Financing Statements to be assigned to the
Trust Fund pursuant to Section 2.01(d) of the Pooling and Servicing Agreement
will be delivered by the related Mortgage Loan Seller to the Trustee on the new
national forms, in recordable form and completed pursuant to Revised Article IX
of the UCC. The Trustee will submit such UCC Financing Statements for filing in
the state of incorporation of the related Mortgagor as so indicated on the
documents provided.

            None of the Trustee, the Master Servicer, the Special Servicer or
any Custodian is under any duty or obligation 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, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face. Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them under the Pooling and Servicing
Agreement.

                                       Respectfully,



                                          ____________________________________
                                          Name:_______________________________
                                          Title: _____________________________

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]

Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of
[________] (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, [Wachovia Bank, National
Association], as Master Servicer, [NAME OF SPECIAL SERVICER], as Special
Servicer and you, as Trustee, the undersigned hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by you with respect
to the following described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:



                                       _________________________________________
                                       _________________________________________
                                       _________________________________________


                                       Attn: ___________________________________
                                       Phone:___________________________________

<PAGE>

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

_____      1.    Mortgage Loan paid in full.

                 The Master Servicer 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.

_____      2.    Other.  (Describe)

                 _______________________________________________________________
                 _______________________________________________________________

            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.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                       [WACHOVIA BANK, NATIONAL ASSOCIATION],
                                          as Master Servicer


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]
Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of
[________] (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, [Wachovia Bank, National
Association], as Master Servicer, [NAME OF SPECIAL SERVICER], as Special
Servicer and [NAME OF TRUSTEE], as Trustee, the undersigned hereby requests a
release of the Mortgage File (or the portion thereof specified below) held by
you with respect to the following described Mortgage Loan for the reason
indicated below.

Property Name:

Property Address:

Control No.:

             The Mortgage File should be delivered to the following:



                                          ____________________________________
                                          ____________________________________
                                          ____________________________________
                                          Attn: ______________________________
                                          Phone:______________________________

If only particular documents in the Mortgage File are requested, please specify
which:

<PAGE>

Reason for requesting file (or portion thereof):

_____      1.    The Mortgage Loan is being foreclosed.

_____      2.    Other.  (Describe)


                 ______________________________________________________________
                 ______________________________________________________________

            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 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.

                                       [NAME OF SPECIAL SERVICER],
                                          as Special Servicer


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                    EXHIBIT E

               CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS

            "Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

            In determining vacancy for the "revenue" component of Net Cash Flow
for each Rental Property, the Special Servicer shall rely on the most recent
rent roll supplied by the related borrower and where the actual vacancy shown
thereon and the market vacancy is less than 1%, the Special Servicer shall
assume a 1% vacancy in determining revenue from rents, except that in the case
of certain anchored shopping centers, space occupied by anchor or single tenants
or other large tenants shall be disregarded in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

            In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be 3% to 7% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of 3.1% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall
be assumed and, with respect to single tenant properties, where fees as low as
3% of effective gross receipts shall be assumed), (c) assumptions shall be made
with respect to reserves for leasing commission, tenant improvement expenses and
capital expenditures and (d) expenses shall be assumed to include annual
replacement reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.

<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]

Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
      [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________] (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of [________] (the "Closing Date") of
$_____________ evidencing a __% interest in the Class to which it belongs. The
Certificates were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of [________], among Wachovia
Commercial Mortgage Securities, Inc., as depositor, [Wachovia Bank, National
Association], as master servicer, [NAME OF SPECIAL SERVICER], as special
servicer and [NAME OF TRUSTEE], as trustee, . All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred Certificate
      with the full right to transfer such Certificate free from any and all
      claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accepted a
      transfer, pledge or other disposition of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, which (in the case of any of the acts described in clauses (a)
      through (e) hereof) would constitute a distribution of any Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Certificate a violation of Section 5
      of the Securities Act or any state securities laws, or would require
      registration or qualification of any Certificate pursuant to the
      Securities Act or any state securities laws.

                                       Very truly yours,


                                       _______________________________________
                                                    (Transferor)

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT F-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]

Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________] (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of [________] (the "Closing Date") of
$_____________ evidencing a __% interest in the Class to which it belongs. The
Certificates were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of [________], among Wachovia
Commercial Mortgage Securities, Inc., as depositor, [Wachovia Bank, National
Association], as master servicer, [NAME OF SPECIAL SERVICER], as special
servicer and [NAME OF TRUSTEE], as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act") and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate may be resold, pledged or transferred
      only (i) to a person reasonably believed to be a qualified institutional
      buyer that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to
      another exemption from registration under the Securities Act.

            2. In the case of a Class [__] or Class [__] Certificate, the
      Transferee either (A) is not an "employee benefit plan" subject to Title I
      of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
      other retirement plan or other employee benefit plan or arrangement
      subject to any federal, state or local law materially similar to the
      foregoing provisions of ERISA and the Code, or any entity deemed to hold
      plan assets of the foregoing by reason of a plan's investment in such
      entity (each, a "Plan") or (B) (1) qualifies as an accredited investor as
      defined in Rule 501(a)(1) of Regulation D under the Securities Act and
      satisfies all the requirements of the Exemptions as in effect at the time
      of such transfer or (2) is an insurance company general account that is
      eligible for, and satisfies all of the requirements of, Sections I and III
      of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
      95-60").

            In the case of a Class [__] or Class [__] Certificate, the
      Transferee either (A) is not an "employee benefit plan" subject to Title I
      of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
      other retirement plan or other employee benefit plan or arrangement
      subject to any federal, state or local law materially similar to the
      foregoing provisions of ERISA and the Code, or any entity deemed to hold
      plan assets of the foregoing by reason of a plan's investment in such
      entity (each, a "Plan") or (B) is an insurance company general account
      which is eligible for, and satisfies all of the requirements for,
      exemptive relief under Sections I and III of Department of Labor
      Prohibited Transaction Class Exemption 95-60 ("PTE 95-60").

            3. The Transferee has been furnished with all information regarding
      (a) the Certificates and distributions thereon, (b) the nature,
      performance and servicing of the Mortgage Loans, (c) the Pooling and
      Servicing Agreement, and (d) any credit enhancement mechanism associated
      with the Certificates, that it has requested.

            4. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificate will bear legends substantially to the
      following effect (provided that the Class [__] and Class [__] Certificates
      will bear a legend substantially to the effect of the following first
      paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE 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
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
      SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN
      INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL
      OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class R-I, Class R-II or Class Z Certificates]: NO
      TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
      "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
      4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
      BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR
      ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
      PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

            6. Check one of the following:

[ ]   The Transferee is a U.S. Person (as defined below) and it has attached
      hereto an Internal Revenue Service ("IRS") Form W-9 (or successor form).

[ ]   The Transferee is not a U.S. Person and under applicable law in effect on
      the date hereof, no taxes will be required to be withheld by the Trustee
      (or its agent) with respect to distributions to be made on the Transferred
      Certificate. The Transferee has attached hereto [(i) a duly executed IRS
      Form W-8BEN (or successor form), which identifies such Transferee as the
      beneficial owner of the Transferred Certificate and states that such
      Transferee is not a U.S. Person, (ii) two duly executed copies of IRS Form
      W-8IMY (with all the appropriate attachments), or (iii)](1) two duly
      executed copies of IRS Form W-8ECI (or successor form), which identify
      such Transferee as the beneficial owner of the Transferred Certificate and
      state that interest and original issue discount on the Transferred
      Certificate and Permitted Investments is, or is expected to be,
      effectively connected with a U.S. trade or business. The Transferee agrees
      to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form
      W-8IMY or]* IRS Form 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. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
Persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.

                                       Very truly yours,


                                       _______________________________________
                                                    (Transferee)

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


-------------
* Delete for Class R-I and Class R-II Certificates.


<PAGE>

                                                          ANNEX 1 TO EXHIBIT F-2

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [NAME OF TRUSTEE], as Certificate Registrar, with respect
to the mortgage pass-through certificate being transferred (the "Transferred
Certificate") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A") because (i) the Transferee owned and/or invested on a
      discretionary basis $____________ / _____________ in securities (other
      than the excluded securities referred to below) as of the end of the
      Transferee's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) [Transferee must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      is a dealer, and, in that case, Transferee must own and/or invest on, a
      discretionary basis at least $10,000,000 in securities.] and (ii) the
      Transferee satisfies the criteria in the category marked below.

      [ ]   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution), business
            trust, partnership, or any organization described in Section
            501(c)(3) of the Internal Revenue Code of 1986, as amended.

      [ ]   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. bank, and not more than 18 months preceding such
            date of sale for a foreign bank or equivalent institution.

      [ ]   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. savings and loan association, and not more than
            18 months preceding such date of sale for a foreign savings and loan
            association or equivalent institution.

      [ ]   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

      [ ]   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      [ ]   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      [ ]   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974, as amended.

      [ ]   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

      [ ]   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the parties to which this certification is being made
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee may be in reliance on Rule
      144A.

          ________         ________     Will the Transferee be purchasing the
             Yes              No        Transferred Certificate only for the
                                        Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.


                                       Print Name of Transferee


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________

<PAGE>

                                                          ANNEX 2 TO EXHIBIT F-2

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [NAME OF TRUSTEE], as Certificate Registrar, with respect
to the mortgage pass-through certificate being transferred (the "Transferred
Certificate") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933
      ("Rule 144A") because the Transferee is part of a Family of Investment
      Companies (as defined below), is an executive officer of the investment
      adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, and (ii) as marked below, the
      Transferee alone owned and/or invested on a discretionary basis, or the
      Transferee's Family of Investment Companies owned, at least $100,000,000
      in securities (other than the excluded securities referred to below) as of
      the end of the Transferee's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Transferee or the
      Transferee's Family of Investment Companies, the cost of such securities
      was used, unless the Transferee or any member of the Transferee's Family
      of Investment Companies, as the case may be, reports its securities
      holdings in its financial statements on the basis of their market value,
      and no current information with respect to the cost of those securities
      has been published, in which case the securities of such entity were
      valued at market.

      [ ]   The Transferee owned and/or invested on a discretionary basis $ in
            securities (other than the excluded securities referred to below) as
            of the end of the Transferee's most recent fiscal year (such amount
            being calculated in accordance with Rule 144A).

      [ ]   The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

            In the case of a Class R-I, Class R-II or Class Z Certificate, the
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan").

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

              ________        ________    Will the Transferee be purchasing
                 Yes             No       the Transferred Certificate only for
                                          the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

                                       Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>


                                   EXHIBIT F-3

                         FORM OF TRANSFEREE CERTIFICATE
                                  FOR NON-QIBs

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]

Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________] (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of [________] (the "Closing Date") of
$_____________ evidencing a __% interest in the Class to which it belongs. The
Certificates were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of [________], among Wachovia
Commercial Mortgage Securities, Inc., as depositor, [Wachovia Bank, National
Association], as master servicer, [NAME OF SPECIAL SERVICER], as special
servicer and [NAME OF TRUSTEE], as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferee is acquiring the Transferred Certificate for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) neither the
      Depositor nor the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) the Certificates may not be
      resold or transferred unless they are (i) registered pursuant to the
      Securities Act and registered or qualified pursuant to any applicable
      state securities laws or (ii) sold or transferred in transactions which
      are exempt from such registration and qualification and the Certificate
      Registrar has received either (A) certifications from both the transferor
      and the transferee (substantially in the forms attached to the Pooling and
      Servicing Agreement) setting forth the facts surrounding the transfer or
      (B) an opinion of counsel satisfactory to the Certificate Registrar with
      respect to the availability of such exemption (which Opinion of Counsel
      shall not be an expense of the Trust Fund or of the Depositor, the Master
      Servicer, the Special Servicer, the Trustee or the Certificate Registrar
      in their respective capacities as such), together with copies of the
      certification(s) from the Transferor and/or Transferee setting forth the
      facts surrounding the transfer upon which such opinion is based. Any
      holder of a Certificate desiring to effect such a transfer shall, and upon
      acquisition of such Certificate shall be deemed to have agreed to,
      indemnify the Master Servicer, the Special Servicer, Trustee, the
      Certificate Registrar and the Depositor 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.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificate will bear legends substantially to the
      following effect (provided that the Class [__] and Class [__] Certificates
      will bear a legend substantially to the effect of the following first
      paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE 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
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN"
      DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN
      OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
      STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
      AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY
      REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS
      AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES
      ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class R-I, Class R-II and Class Z Certificates]: NO
      TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
      "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
      4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
      BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR
      ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
      PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Certificates and distributions thereon, (c) the
      Pooling and Servicing Agreement, and (d) all related matters, that it has
      requested.

            6. The Transferee has been furnished a copy of the Private Placement
      Memorandum dated [________] and has read such Private Placement
      Memorandum.

            7. The Transferee is an "accredited investor" as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act and has such knowledge
      and experience in financial and business matters as to be capable of
      evaluating the merits and risks of an investment in the Certificates; the
      Transferee has sought such accounting, legal and tax advice as it has
      considered necessary to make an informed investment decision; and the
      Transferee is able to bear the economic risks of such an investment and
      can afford a complete loss of such investment.

            8. In the case of the Class [__] or Class [__] Certificates, the
      Transferee either (A) is not an "employee benefit plan" subject to Title I
      of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
      other retirement plan or other employee benefit plan or arrangement
      subject to any federal, state or local law materially similar to the
      foregoing provisions of ERISA and the Code, or any entity deemed to hold
      plan assets of the foregoing by reason of a plan's investment in such
      entity (each, a "Plan") or (B) (1) qualifies as an accredited investor as
      defined in Rule 501(a)(1) of Regulation D under the Securities Act and
      satisfies all the requirements of the Exemptions as in effect at the time
      of such transfer or (2) is an insurance company general account that is
      eligible for, and satisfies all of the requirements for, Sections I and
      III of Department of Labor Prohibited Transaction Class Exemption 95-60
      ("PTE 95-60"). In the case of Class [__] and Class [__] Certificates, the
      Transferee either (A) is not an "employee benefit plan" subject to Title I
      of ERISA or a "plan" described by Section 4975(e)(1) of the Code, or any
      other retirement plan or other employee benefit plan or arrangement
      subject to any federal, state or local law materially similar to the
      foregoing provisions of ERISA and the Code, or any entity deemed to hold
      plan assets of the foregoing by reason of a plan's investment in such
      entity (each, a "Plan") or (B) is an insurance company general account
      which is eligible for, and satisfies all of the requirements for,
      exemptive relief under Sections I and III of Department of Labor
      Prohibited Transaction Class Exemption ("PTE 95-60").

            9. Check one of the following:

      [ ]   The Transferee is a U.S. Person (as defined below) and it has
            attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
            successor form).

      [ ]   The Transferee is not a U.S. Person and under applicable law in
            effect on the date hereof, no taxes will be required to be withheld
            by the Trustee (or its agent) with respect to distributions to be
            made on the Transferred Certificate. The Transferee has attached
            hereto [(i) a duly executed IRS Form W-8BEN (or successor form),
            which identifies such Transferee as the beneficial owner of the
            Transferred Certificate and states that such Transferee is not a
            U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (with
            all the appropriate attachments), or (iii)]* two duly executed
            copies of IRS Form W-8ECI (or successor form), which identify such
            Transferee as the beneficial owner of the Transferred Certificate
            and state that interest and original issue discount on the
            Transferred Certificate and Permitted Investments is, or is expected
            to be, effectively connected with a U.S. trade or business. The
            Transferee agrees to provide to the Certificate Registrar updated
            [IRS Form W-8BEN, IRS Form W-8IMY or]* IRS Form 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. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
Persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.

                                       Very truly yours,


                                       _______________________________________
                                                    (Transferee)


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


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

(1) Delete for Class R-I and Class R-II Certificates.


<PAGE>


                                    EXHIBIT G

                         FORM OF TRANSFEREE CERTIFICATE

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]

Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________] (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of the Class ______________ Certificates (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
[________] (the "Closing Date") of $_____________ evidencing a __% interest in
the Classes to which they belong. The Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of [________] (the "Pooling and
Servicing Agreement"), among Wachovia Commercial Mortgage Securities, Inc., as
depositor, [Wachovia Bank, National Association], as master servicer, [NAME OF
SPECIAL SERVICER], as special servicer and [NAME OF TRUSTEE], as trustee.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you that:

            In the case of a Class [__] or Class [__] Certificate, the
Transferee either (A) is not an "employee benefit plan" subject to Title I of
ERISA or a "plan" described by Section 4975(e)(1) of the Code or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity (each, a "Plan") or (B) (1)
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and satisfies all the requirements of the Exemptions as
in effect at the time of such transfer or (2) is an insurance company general
account that is eligible for, and satisfies all of the requirements for,
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60 ("PTE 95-60").

            In the case of a Class [__] or Class [__] Certificate, the
Transferee either (A) is not an "employee benefit plan" subject to Title I of
ERISA or a "plan" described by Section 4975(e)(1) of the Code, or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity (each, a "Plan") or (B) is an
insurance company general account which is eligible for, and satisfies all of
the requirements for, exemptive relief under Sections I and III of Department of
Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60").

            In the case of a Class R-I, Class R-II, or Class Z Certificate, the
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan").

            IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.


                                       _________________________________________
                                                [Name of Transferee]


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                        PURSUANT TO SECTION 5.02(d)(i)(B)

STATE OF [________]     )
                        ) ss.:
COUNTY OF [________]    )

            [NAME OF OFFICER], being first duly sworn, deposes, and represents
and warrants:

            1. That he is a [Title of Officer] of [Name of Owner] (the "Owner"),
      a corporation duly organized and existing under the laws of the [State of
      ___________] [the United States], and the owner of the Wachovia Commercial
      Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates,
      Series [________], Class [R-I] [R-II] evidencing a ___% Interest in the
      Class to which its belongs (the "Class [R-I] [R-II]"). Capitalized terms
      used but not defined herein have the meanings assigned to such terms in
      the Pooling and Servicing Agreement dated as of [________], among Wachovia
      Commercial Mortgage Securities, Inc., as depositor, [Wachovia Bank,
      National Association], as master servicer, [NAME OF SPECIAL SERVICER], as
      special servicer and [NAME OF TRUSTEE], as trustee.

            2. That the Owner (i) is and will be a "Permitted Transferee" as of
      ________, _______ and (ii) is acquiring the Class [R-I] [R-II]
      Certificates for its own account or for the account of another Owner 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, a Plan, or a Disqualified Non-United States
      Person or a United States Person with respect to whom income on the Class
      [R-I][R-II] Certificate is allocable 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. For this purpose, a
      "Disqualified Organization" means 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 which is a corporation if all of its activities
      are subject to tax and, except for FHLMC, a majority of its board of
      directors is not selected by 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 Internal Revenue
      Code of 1986, as amended (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 or (v) any other Person so designated by the
      Paying Agent or the Certificate Registrar based upon an Opinion of Counsel
      that the holding of an Ownership Interest in a Class [R-I] [R-II]
      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 Class [R-I] [R-II] 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 "Disqualified Non-United States Person" is any Person (i) other
      than a United States Person that holds the Class[R-I] [R-II] 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 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-I] [R-II] 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-I] [R-II] Certificate will not be
      disregarded for federal income tax purposes or (ii) who is a United States
      Person with respect to whom income on the Class [R-I] [R-II] Certificate
      is allocable 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 (including an
      entity treated as a corporation or partnership for federal income tax
      purposes) created or organized in, or under the laws of the United States,
      any State thereof or the District of Columbia unless, in the case of a
      partnership, Treasury Regulations are adopted that provide otherwise, an
      estate whose income is includable in gross income for United States
      federal income tax purposes regardless of its source, or a trust if a
      court within the United States is able to exercise primary supervision
      over the administration of the trust and one or more United States Persons
      have the authority to control all substantial decisions of the trust, all
      within the meaning of Section 7701(a)(30) of the Code.

            3. That the Owner is aware (i) of the tax that would be imposed on
      transfers of the Class [R-I] [R-II] Certificates to Disqualified
      Organizations under the Code that applies to all transfers of the Class
      [R-I] [R-II] Certificates after March 31, 1988; (ii) that such tax would
      be on the transferor, or, if such transfer is through an agent (which
      person includes a broker, nominee or middleman) for a Disqualified
      Organization Transferee, 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 Class [R-I] [R-II] Certificates may be "non-economic residual
      interests" within the meaning of Treasury regulation section
      1.860E-1(c)(2) 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.

            4. That the Owner is aware of the tax imposed on a "pass-through
      entity" holding the Class [R-I] [R-II] Certificates if at any time during
      the taxable year of the pass-through entity a non-Permitted Transferee 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.

            5. That the Owner is aware that the Certificate Registrar will not
      register the transfer of any Class [R-I] [R-II] Certificate unless the
      transferee, or the transferee's agent, delivers to the Trustee, among
      other things, an affidavit in substantially the same form as this
      affidavit. The Owner expressly agrees that it will not consummate any such
      transfer if it knows or believes that any of the representations contained
      in such affidavit and agreement are false.

            6. That the Owner 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 Class [R-I] [R-II]
      Certificates will only be owned, directly or indirectly, by Permitted
      Transferees.

            7. That the Owner's taxpayer identification number is _____________.

            8. That the Owner has reviewed the restrictions set forth on the
      face of the Class [R-I] [R-II] Certificates and the provisions of Section
      5.02 of the Pooling and Servicing Agreement under which the Class [R-I]
      [R-II] Certificates were issued (and, in particular, the Owner is aware
      that such Section authorizes the Paying Agent to deliver payments to a
      person other than the Owner and negotiate a mandatory sale by the Paying
      Agent in the event that the Owner holds such Certificate in violation of
      Section 5.02); and that the Owner expressly agrees to be bound by and to
      comply with such restrictions and provisions.

            9. That the Owner is not acquiring and will not transfer the Class
      [R-I] [R-II] Certificates in order to impede the assessment or collection
      of any tax.

            10. That the Owner has historically paid its debts as they have come
      due, intends to continue to pay its debts as they come due in the future,
      and anticipates that it will, so long as it holds any of the Class [R-I]
      [R-II] Certificates, have sufficient assets to pay any taxes owed by the
      holder of such Class [R-I] [R-II] Certificates.

            11. That the Owner has no present knowledge that it may become
      insolvent or subject to a bankruptcy proceeding for so long as it holds
      any of the Class [R-I] [R-II] Certificates.

            12. That the Owner has no present knowledge or expectation that it
      will be unable to pay any United States taxes owed by it so long as any of
      the Certificates remain outstanding. In this regard, the Owner hereby
      represents to and for the benefit of the Person from whom it acquired the
      Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
      associated with holding the Class [R-I] [R-II] Certificates as they become
      due, fully understanding that it may incur tax liabilities in excess of
      any cash flows generated by the Class [R-I] [R-II] Certificates.

            13. That the Owner is not acquiring the Class [R-I] [R-II]
      Certificates with the intent to transfer any of the Class [R-I] [R-II]
      Certificates to any person or entity that will not have sufficient assets
      to pay any taxes owed by the holder of such Class [R-I] [R-II]
      Certificates, or that may become insolvent or subject to a bankruptcy
      proceeding, for so long as the Class [R-I] [R-II] Certificates remain
      outstanding.

            14. That the Owner will, in connection with any transfer that it
      makes of the Class [R-I] [R-II] Certificates, obtain from its transferee
      the representations required by Section 5.02(d) of the Pooling and
      Servicing Agreement under which the Class [R-I] [R-II] Certificates were
      issued and will not consummate any such transfer if it knows, or knows
      facts that should lead it to believe, that any such representations are
      false.

            15. That the Owner will, in connection with any transfer that it
      makes of any Class [R-I] [R-II] Certificate, deliver to the Certificate
      Registrar an affidavit, which represents and warrants that it is not
      transferring such Class [R-I] [R-II] Certificate to impede the assessment
      or collection of any tax and that it has no actual knowledge that the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by
      such transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
      "Permitted Transferee".

            16. Check the applicable paragraph:

            [ ] The present value of the anticipated tax liabilities associated
with holding the [R-I] [R-II] Certificate, as applicable, does not exceed the
sum of:

            (i)   the present value of any consideration given to the Owner to
                  acquire such [R-I] [R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [R-I] [R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [R-I] [R-II] Certificate as the related
                  REMIC generates losses.

            For purposes of this calculation, (i) the Owner 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 Owner 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 Owner.

            [ ] The transfer of the [R-I] [R-II] Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Owner is an "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
                  income from the [R-I] [R-II] Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the Owner's
                  two fiscal years preceding the year of the transfer, the Owner
                  had gross assets for financial reporting purposes (excluding
                  any obligation of a person related to the Owner 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 Owner will transfer the [R-I] [R-II] 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 Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Owner determined the consideration paid to it to acquire
                  the [R-I] [R-II] 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 Owner) that it has determined in good faith.

             [ ]  None of the above.

<PAGE>


            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and Authorized Signatory,
attested by its Assistant Secretary, this ____ day of _____, ___.


                                       [NAME OF OWNER]


                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]



_______________________________________
         [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 [Title of Officer], and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of _____, _____.


                                       _________________________________________
                                                    NOTARY PUBLIC


                                       COUNTY OF _____________________________
                                       STATE OF ______________________________

                                       My Commission expires the
                                          ____ day of ___________, ____.

<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                        PURSUANT TO SECTION 5.02(d)(i)(D)

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]

Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
      [________]

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________], Class [R-I] [R-II],
            evidencing a ____% percentage interest in the Class to which they
            belong

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________ (the "Transferor") to ______________________ (the "Transferee") of the
captioned Class [R-I] [R-II] Certificates (the "Class [R-I] [R-II]
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of [________], among Wachovia
Commercial Mortgage Securities, Inc., as depositor, [Wachovia Bank, National
Association], as master servicer, [NAME OF SPECIAL SERVICER], as special
servicer and [NAME OF TRUSTEE], as trustee . All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby represents and warrants to you, as Certificate
Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
      Class [R-I] [R-II] Certificates by the Transferor to the Transferee is or
      will be to impede the assessment or collection of any tax.

            2. 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 [H-1]. The Transferor does not know or
      believe that any representation contained therein is false.

            3. The Transferor at the time of this transfer has conducted a
      reasonable investigation of the financial condition of the Transferee as
      contemplated by Treasury regulation 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.

            4. The Transferor understands that the transfer of the Class [R-I]
      [R-II] Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the test described above in
      Paragraph 3 has been met as to any transfer.

                                       Very truly yours,


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]

[Standard & Poor's Ratings Services,
   a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041]

[Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York  10007]

[Fitch, Inc.
One State Street Plaza
New York, New York 10004]

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement (the "Agreement") dated as of [________]
relating to Wachovia Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series [________]. Any term with initial capital letters not
otherwise defined in this notice has the meaning given such term in the
Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.

            The designation of ____________________ as Special Servicer will
become final if certain conditions are met and on the date you will deliver to
[NAME OF TRUSTEE], the trustee under the Agreement (the "Trustee"), a written
confirmation stating that the appointment of the person designated to become the
Special Servicer will not result in the qualification, downgrading or withdrawal
of the rating or ratings assigned to one or more Classes of the Certificates.

<PAGE>

            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.

                                       Very truly yours,


                                       [NAME OF TRUSTEE]



                                        By:____________________________________
                                           Name:
                                           Title:

Receipt and acknowledged:


[Standard & Poor's Ratings Services, a   [Moody's Investors Service, Inc.
   division of The McGraw-Hill
   Companies, Inc.


  By:__________________________________     By:_________________________________
  Title:_______________________________     Title:______________________________
  Date:________________________________]    Date:_______________________________

[Fitch, Inc.


  By:__________________________________
  Title:_______________________________
  Date:________________________________]

<PAGE>

                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]
Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
      [________]

Ladies & Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement
dated as of [________] relating to Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series [________] (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.23(b) of the Agreement as if it were the
Special Servicer thereunder.

                                       _______________________________________


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                    EXHIBIT J

                                   [RESERVED]

<PAGE>

                                   EXHIBIT K-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE
                          REQUEST BY BENEFICIAL HOLDER

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]
Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

[Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28288]

[NAME OF SPECIAL SERVICER]
[ADDRESS]

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series [________]

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement dated as of [________] (the "Pooling and Servicing Agreement"), among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the "Depositor"),
[Wachovia Bank, National Association], as master servicer (in such capacity, the
"Master Servicer"), [NAME OF SPECIAL SERVICER], as special servicer, (the
"Special Servicer") and [NAME OF TRUSTEE], as trustee (the "Trustee"), with
respect to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series [________] (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

            1. The undersigned is a beneficial owner of the Class ____
      Certificates.

            2. The undersigned is requesting access to the information posted to
      the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
      Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information").

            3. In consideration of the [Trustee's] [Master Servicer's] [Special
      Servicer's] disclosure to the undersigned of the Information, the
      undersigned will keep the Information confidential (except from its agents
      and auditors), and such Information will not, without the prior written
      consent of the [Trustee] [Master Servicer] [Special Servicer], be
      disclosed by the undersigned or by its officers, directors, partners,
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part; provided that the
      undersigned may provide all or any part of the Information to any other
      person or entity that holds or is contemplating the purchase of any
      Certificate or interest therein, but only if such person or entity
      confirms in writing such ownership interest or prospective ownership
      interest and agrees to keep it confidential.

            4. The undersigned will not use or disclose the Information in any
      manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended, (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                       _______________________________________
                                               BENEFICIAL HOLDER OF A
                                                     CERTIFICATE


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________

<PAGE>


                                   EXHIBIT K-2

                    FORM OF PROSPECTIVE PURCHASER CERTIFICATE

                                                                          [Date]

[NAME OF TRUSTEE]
[ADDRESS]
Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

[Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina  28288
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________]]

[NAME OF SPECIAL SERVICER]
[ADDRESS]
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series [________]]

      Re:   Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates,
            Series [________] (the "Certificates")

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement, dated as of [________] (the "Pooling and Servicing Agreement"), among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the "Depositor"),
[Wachovia Bank, National Association], as master servicer (in such capacity, the
"Master Servicer"), [NAME OF SPECIAL SERVICER], as special servicer, (the
"Special Servicer") and [NAME OF TRUSTEE], as trustee (the "Trustee"), with
respect to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series [________] (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

            1. The undersigned is contemplating an investment in the Class __
      Certificates.

            2. The undersigned is requesting access to the information posted to
      the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
      Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information") for use in evaluating such possible
      investment.

            3. In consideration of the [Trustee's] [Master Servicer's] [Special
      Servicer's] disclosure to the undersigned of the Information, the
      undersigned will keep the Information confidential (except from its agents
      and auditors), and such Information will not, without the prior written
      consent of the [Trustee] [Master Servicer] [Special Servicer], be
      disclosed by the undersigned or by its officers, directors, partners
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part.

            4. The undersigned will not use or disclose the Information in any
      manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5. The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       _______________________________________
                                               [PROSPECTIVE PURCHASER]


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Phone:______________________________

<PAGE>

                                    EXHIBIT L

                            INITIAL COMPANION HOLDERS

Name:   [Wachovia Bank, National Association], with respect to the [________]
        Loan

      Address:    [301 South College Street, Charlotte, North Carolina 28288]

      Wiring Instructions:

      Tax Identification Number:

Name:   [________], with respect to the [________] Loan

      Address:____

      Wiring Instructions:

      Tax Identification Number:

<PAGE>

                                    EXHIBIT M

                         FORM OF PURCHASE OPTION NOTICE
                            PURSUANT TO SECTION 3.18

                                     [Date]

[NAME OF TRUSTEE]
[ADDRESS]
Attn: [Global Securities and Trust Services Group] - Wachovia Bank Commercial
      Mortgage ______Trust, Commercial Mortgage Pass-Through Certificates,
      Series [________]

[Wachovia Bank, National Association
NC 1075
8739 Research Drive URP4
Charlotte, North Carolina  28262-1075
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
            Through Certificates, Series [________]]

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series [________]

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is 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 Wachovia Commercial Mortgage Securities, Inc., as depositor, [Wachovia
Bank, National Association], as master servicer, [NAME OF SPECIAL SERVICER], as
special servicer and [NAME OF TRUSTEE], as trustee. Capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the Pooling
and Servicing Agreement.

            The undersigned Option Holder [is the Special Servicer] [is the
Majority Subordinate Certificateholder] [acquired its Purchase Option from the
[Special Servicer] [Majority Subordinate Certificateholder] on _________].

            The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option
Price, as defined in Section 3.18(c) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of the date hereof, [the undersigned Option
Holder] [______________, an Affiliate of the undersigned Option Holder] will
deliver the Option Price to or at the direction of the Special Servicer in
exchange for the release of the Mortgage Loan, the related Mortgaged Property
and delivery of the related Mortgage Loan File.

            The undersigned Option Holder agrees that it shall prepare and
provide the Special Servicer with such instruments of transfer or assignment, in
each case without recourse, as shall be reasonably necessary to vest in it or
its designee the ownership of Mortgage Loan ____, together with such other
documents or instruments as the Special Servicer shall reasonably require to
consummate the purchase contemplated hereby.

            The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and that the
undersigned Option Holder, or its designee, shall be obligated to close its
purchase of Mortgage Loan ___ in accordance with the terms and conditions of
this letter and Section 3.18 of the Pooling and Servicing Agreement.

                                       Very truly yours,

                                       [Option Holder]


                                       By:____________________________________
                                          Name:
                                          Title:

            [By signing this letter in the space provided below,  the [Special
Servicer]  [Majority  Subordinate  Certificateholder]  hereby acknowledges and
affirms  that  it  transferred  its  Purchase  Option  to  the  Option  Holder
identified above on [_________].

[_____________________________]


By:
Name:
Title:

<PAGE>

                                    EXHIBIT N

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

            To:   Standard & Poor's Ratings Services,
                    a division of The McGraw-Hill Companies, Inc.
                  55 Water Street
                  New York, New York  10041
                  Attn:  Commercial Mortgage Surveillance

            From: [Wachovia Bank, National Association], 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, [NAME OF
                  TRUSTEE], as trustee and others.

            Date:__________, 20___

            Re:   Wachovia Bank Commercial Mortgage Trust,
                  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.

            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:

            (ii)  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.

            (iii) The defeasance was consummated on __________, 20__.

            (iv)  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 S&P, (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.

            (v)   The Master Servicer received an opinion of counsel (from
                  counsel approved by Master Servicer in accordance with the
                  Servicing Standard) that the defeasance will not result in an
                  Adverse REMIC Event.

            (vi)  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.

            (vii) 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.

            (viii) 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 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.

            (ix)  The Master Servicer received written confirmation from a firm
                  of independent certified public accountants, who were approved
                  by 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.

            (x)   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 $[______] and
                  five percent of the pool balance, which is less than [__]% of
                  the aggregate Certificate Balance of the Certificates as of
                  the date of the most recent Trustee's Distribution Date
                  Statement received by us (the "Current Report").

            (xi)  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.


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                       [WACHOVIA BANK, NATIONAL ASSOCIATION]



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>


                                    EXHIBIT O

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                           Series [____] (the "Trust")

            I, [identify the certifying individual], a [title] of Wachovia
Commercial Mortgage Securities, Inc., the depositor into the above-referenced
Trust, certify that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      Form 10-D required to be filed in respect of periods included in the year
      covered by this annual report, of the Trust;

            2. Based on my knowledge, the Exchange Act periodic 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 with respect to the period covered by this annual report;

            3. Based on my knowledge, all of the distribution, servicing and
      other information required to be provided under Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

            4. Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act periodic report, the servicers have
      fulfilled their obligations under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.


<PAGE>

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [NAME OF SPECIAL SERVICER
and [NAME OF TRUSTEE].

Date:___________________________



________________________________
President and Chief Executive Officer
Wachovia Commercial Mortgage Securities, Inc.

<PAGE>

                                    EXHIBIT P

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                                 BY THE TRUSTEE

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                           Series [____] (the "Trust")

            I, [identify the certifying individual], a [title] of [NAME OF
TRUSTEE], certify to Wachovia Commercial Mortgage Securities, Inc. and their
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification in delivering the Certification required by
the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the pooling and servicing agreement), that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      on Form 10-D required to be filed in respect of the period included in the
      year covered by this annual report, of the Trust;

            2. Based on my knowledge, the distribution 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 with respect to the period covered by this
      report;

            3. Based on my knowledge, the distribution and servicing information
      required to be provided to the trustee by the master servicer under the
      pooling and servicing agreement is included in the reports delivered by
      the master servicer to the trustee;

            4. I am responsible for reviewing the activities performed by the
      trustee and based on my knowledge and the compliance reviews conducted in
      preparing the trustee compliance statements required in this report under
      Item 1123 of Regulation AB, the trustee has fulfilled its obligations
      under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the trustee required to be included in this
      report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules 13a-18 and 15d-18 have been included as an exhibit to this report,
      except as otherwise disclosed in this report. Any material instances of
      noncompliance described in such reports have been disclosed in this report
      on Form 10-K.

Date:___________________________



________________________________
[Title]
[NAME OF TRUSTEE]

<PAGE>

                                   EXHIBIT Q-1

                   FORM OF MASTER SERVICER CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series [______] (the "Trust")

            I, [identify the certifying individual], a [title] of [Wachovia
Bank, National Association], certify to Wachovia Commercial Mortgage Securities,
Inc. and their officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
pooling and servicing agreement), that:

            1. I have reviewed the servicing reports relating to the Trust
      delivered by the master servicer to the trustee pursuant to the pooling
      and servicing agreement covering the fiscal year [_____];

            2. Based on my knowledge, the servicing information in these reports
      delivered by the master servicer, 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 with respect to the period
      covered by this report;

            3. Based on my knowledge, and assuming that the special servicer
      timely delivered to the master servicer all servicing information required
      to be provided to the master servicer by the special servicer under the
      pooling and servicing agreement, the servicing information required to be
      provided to the trustee by the master servicer under the pooling and
      servicing agreement is included in the servicing reports delivered by the
      master servicer to the trustee;

            4. I am responsible for reviewing the activities performed by the
      master servicer under the pooling and servicing agreement and based upon
      my knowledge and the annual compliance reviews conducted in preparing the
      servicer compliance statements required in this report under Item 1123 of
      Regulation AB with respect to the master servicer, and except as disclosed
      in the compliance certificate delivered by the master servicer under
      Section 3.13 of the pooling and servicing agreement, the master servicer
      has fulfilled its obligations under the pooling and servicing agreement;

            5. The accountant's statement delivered pursuant to Section 3.14 of
      the pooling and servicing agreement discloses all significant deficiencies
      relating to the master servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the pooling and servicing agreement; and

            6. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the master servicer required to be included in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules 13a-18 and 15d-18 have been included as an exhibit to this report,
      except as otherwise disclosed in this report. Any material instances of
      noncompliance described in such reports have been disclosed in this report
      on Form 10-K.

            In giving the certification above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [names of
sub-servicers].



Date:______________________________



___________________________________
[Title]
[Wachovia Bank, National Association]

<PAGE>


                                   EXHIBIT Q-2

                  FORM OF SPECIAL SERVICER CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series [______] (the "Trust")

            I, [identify the certifying individual], a [title] of [NAME OF
SPECIAL SERVICER], certify to Wachovia Commercial Mortgage Securities, Inc. and
their officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the pooling and
servicing agreement), that:

            1. I have reviewed the servicing reports relating to the Trust
      delivered by the special servicer to the master servicer and/or the
      trustee pursuant to the pooling and servicing agreement covering the
      fiscal year [____];

            2. Based on my knowledge, the servicing information in these reports
      delivered by the special servicer, 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 with respect to the period
      covered by this report;

            3. Based on my knowledge, the servicing information required to be
      provided to the master servicer by the special servicer under the pooling
      and servicing agreement is included in the servicing reports delivered by
      the special servicer to the master servicer;

            4. I am responsible for reviewing the activities performed by the
      special servicer under the pooling and servicing agreement and based upon
      my knowledge and the annual compliance reviews conducted in preparing the
      servicer compliance statements required in this report under Item 1123 of
      Regulation AB with respect to the special servicer, and except as
      disclosed in the compliance certificate delivered by the special servicer
      under Section 3.13 of the pooling and servicing agreement, the special
      servicer has fulfilled its obligations under the pooling and servicing
      agreement; and

            5. The accountant's statement delivered pursuant to Section 3.14 of
      the pooling and servicing agreement discloses all significant deficiencies
      relating to the special servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the pooling and servicing agreement; and

            6. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the special servicer required to be included in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules 13a-18 and 15d-18 have been included as an exhibit to this report,
      except as otherwise disclosed in this report. Any material instances of
      noncompliance described in such reports have been disclosed in this report
      on Form 10-K.

Date:___________________________



________________________________
[Title]
[NAME OF SPECIAL SERVICER]

<PAGE>

                                    EXHIBIT R

                  CLASS A-PB PLANNED PRINCIPAL BALANCE SCHEDULE

Period Total      Date       Balance     Period Total       Date        Balance
------------      ----       -------     ------------       ----        -------


<PAGE>

                                    EXHIBIT S

                           RELEVANT SERVICING CRITERIA

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Trustee, the Master
Servicer, the Special Servicer, each Sub-Servicer and each Sub-Servicer
identified by the Master Servicer shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  APPLICABLE
                                                                                                                  SERVICING
                                                     SERVICING CRITERIA                                           CRITERIA
------------------------------------------------------------------------------------------------------------------------------------
      Reference                                             Criteria
----------------------- ------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                              <C>
                                                General Servicing Considerations
-----------------------                                                                                  ---------------------------
                        Policies and procedures are instituted to monitor any performance or other
1122(d)(1)(i)           triggers and events of default in accordance with the transaction agreements.
-----------------------                                                                                  ---------------------------
                        If any material servicing activities are outsourced to third parties, policies
                        and procedures are instituted to monitor the third party's performance and
1122(d)(1)(ii)          compliance with such servicing activities.
-----------------------                                                                                  ---------------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a back-up servicer
                        for the mortgage loans are maintained.
-----------------------                                                                                  ---------------------------
                        A fidelity bond and errors and omissions policy is in effect on the party
                        participating in the servicing function throughout the reporting period in the
                        amount of coverage required by and otherwise in accordance with the terms of
1122(d)(1)(iv)          the transaction agreements.
-----------------------                                                                                  ---------------------------
                                               Cash Collection and Administration
-----------------------                                                                                  ---------------------------
                        Payments on mortgage loans are deposited into the appropriate custodial bank
                        accounts and related bank clearing accounts no more than two business days
                        following receipt, or such other number of days specified in the transaction
1122(d)(2)(i)           agreements.
-----------------------                                                                                  ---------------------------
                        Disbursements made via wire transfer on behalf of an obligor or to an investor
1122(d)(2)(ii)          are made only by authorized personnel.
-----------------------                                                                                  ---------------------------
                        Advances of funds or guarantees regarding collections, cash flows or
                        distributions, and any interest or other fees charged for such advances, are
1122(d)(2)(iii)         made, reviewed and approved as specified in the transaction agreements.
-----------------------                                                                                  ---------------------------
                        The related accounts for the transaction, such as cash reserve accounts or
                        accounts established as a form of overcollateralization, are separately
                        maintained (e.g., with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)          transaction agreements.
-----------------------                                                                                  ---------------------------
                        Each custodial account is maintained at a federally insured depository
                        institution as set forth in the transaction agreements. For purposes of this
                        criterion, "federally insured depository institution" with respect to a foreign
                        financial institution means a foreign financial institution that meets the
1122(d)(2)(v)           requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                                  ---------------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized access.
-----------------------                                                                                  ---------------------------
                        Reconciliations are prepared on a monthly basis for all asset-backed
                        securities related bank accounts, including custodial accounts and related bank
                        clearing accounts. These reconciliations are (A) mathematically accurate; (B)
                        prepared within 30 calendar days after the bank statement cutoff date, or such
                        other number of days specified in the transaction agreements; (C) reviewed and
                        approved by someone other than the person who prepared the reconciliation; and
                        (D) contain explanations for reconciling items. These reconciling items are
                        resolved within 90 calendar days of their original identification, or such
1122(d)(2)(vii)         other number of days specified in the transaction agreements.
-----------------------                                                                                  ---------------------------
                                               Investor Remittances and Reporting
-----------------------                                                                                  ---------------------------
                        Reports to investors, including those to be filed with the Commission, are
                        maintained in accordance with the transaction agreements and applicable
                        Commission requirements. Specifically, such reports (A) are prepared in
                        accordance with timeframes and other terms set forth in the transaction
                        agreements; (B) provide information calculated in accordance with the terms
                        specified in the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with investors' or the
                        trustee's records as to the total unpaid principal balance and number of
1122(d)(3)(i)           mortgage loans serviced by the Reporting Servicer.
-----------------------                                                                                  ---------------------------
                        Amounts due to investors are allocated and remitted in accordance with
                        timeframes, distribution priority and other terms set forth in the transaction
1122(d)(3)(ii)          agreements.
-----------------------                                                                                  ---------------------------
                        Disbursements made to an investor are posted within two business days to the
                        Servicer's investor records, or such other number of days specified in the
1122(d)(3)(iii)         transaction agreements.
-----------------------                                                                                  ---------------------------
                        Amounts remitted to investors per the investor reports agree with cancelled
1122(d)(3)(iv)          checks, or other form of payment, or custodial bank statements.
-----------------------                                                                                  ---------------------------
                                                   Pool Asset Administration
-----------------------                                                                                  ---------------------------
                        Collateral or security on mortgage loans is maintained as required by the
1122(d)(4)(i)           transaction agreements or related mortgage loan documents.
-----------------------                                                                                  ---------------------------
                        Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii)          transaction agreements
-----------------------                                                                                  ---------------------------
                        Any additions, removals or substitutions to the mortgage loan  pool are made,
                        reviewed and approved in accordance with any conditions or requirements in the
1122(d)(4)(iii)         transaction agreements.
-----------------------                                                                                  ---------------------------
                        Payments on mortgage loans, including any payoffs, made in accordance with the
                        related mortgage loan documents are posted to the Servicer's obligor records
                        maintained no more than two business days after receipt, or such other number
                        of days specified in the transaction agreements, and allocated to principal,
                        interest or other items (e.g., escrow) in accordance with the related mortgage
1122(d)(4)(iv)          loan documents.
-----------------------                                                                                  ---------------------------
                        The Reporting Servicer's records regarding the mortgage loans agree with the
                        Reporting Servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v)           balance.
-----------------------                                                                                  ---------------------------
                        Changes with respect to the terms or status of an obligor's mortgage loans
                        (e.g., loan modifications or re-agings) are made, reviewed and approved by
                        authorized personnel in accordance with the transaction agreements and related
1122(d)(4)(vi)          pool asset documents.
-----------------------                                                                                  ---------------------------
                        Loss mitigation or recovery actions (e.g., forbearance plans, modifications and
                        deeds in lieu of foreclosure, foreclosures and repossessions, as applicable)
                        are initiated, conducted and concluded in accordance with the timeframes or
1122(d)(4)(vii)         other requirements established by the transaction agreements.
-----------------------                                                                                  ---------------------------
                        Records documenting collection efforts are maintained during the period a
                        mortgage loan is delinquent in accordance with the transaction agreements. Such
                        records are maintained on at least a monthly basis, or such other period
                        specified in the transaction agreements, and describe the entity's activities
                        in monitoring delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency is deemed
1122(d)(4)(viii)        temporary (e.g., illness or unemployment).
-----------------------                                                                                  ---------------------------
                        Adjustments to interest rates or rates of return for mortgage loans with
1122(d)(4)(ix)          variable rates are computed based on the related mortgage loan documents.
-----------------------                                                                                  ---------------------------
                        Regarding any funds held in trust for an obligor (such as escrow accounts): (A)
                        such funds are analyzed, in accordance with the obligor's mortgage loan
                        documents, on at least an annual basis, or such other period specified in the
                        transaction agreements; (B) interest on such funds is paid, or credited, to
                        obligors in accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar days of full
                        repayment of the related mortgage loans, or such other number of days specified
1122(d)(4)(x)           in the transaction agreements.
-----------------------                                                                                  ---------------------------
                        Payments made on behalf of an obligor (such as tax or insurance payments) are
                        made on or before the related penalty or expiration dates, as indicated on the
                        appropriate bills or notices for such payments, provided that such support has
                        been received by the servicer at least 30 calendar days prior to these dates,
1122(d)(4)(xi)          or such other number of days specified in the transaction agreements.
-----------------------                                                                                  ---------------------------
                        Any late payment penalties in connection with any payment to be made on behalf
                        of an obligor are paid from the servicer's funds and not charged to the
1122(d)(4)(xii)         obligor, unless the late payment was due to the obligor's error or omission.
-----------------------                                                                                  ---------------------------
                        Disbursements made on behalf of an obligor are posted within two business days
                        to the obligor's records maintained by the servicer, or such other number of
1122(d)(4)(xiii)        days specified in the transaction agreements.
-----------------------                                                                                  ---------------------------
                         Delinquencies, charge-offs and uncollectible accounts are recognized and
1122(d)(4)(xiv)          recorded in accordance with the transaction agreements.
-----------------------                                                                                  ---------------------------
                        Any external enhancement or other support, identified in Item 1114(a)(1)
                        through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
1122(d)(4)(xv)          transaction agreements.
----------------------- ------------------------------------------------------------------------------------------------------------


----------------------- ------------------------------------------------------------------------------------------------------------
</TABLE>


[NAME OF REPORTING SERVICER]

Date: ______________________________________

By:   ______________________________________

Name: ______________________________________

Title:______________________________________

<PAGE>


                                    EXHIBIT T

                        CLASS X-P REFERENCE RATE SCHEDULE
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 ------------      ----       -------    ------------      ----       -------
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<PAGE>


                                    EXHIBIT U

                         ADDITIONAL FORM 10-D DISCLOSURE


<TABLE>
<CAPTION>
------------------------------------------------- -----------------------------------------------

               Item on Form 10-D                                Party Responsible
------------------------------------------------- -----------------------------------------------
<S>                                                <C>
   Item 1: Distribution and Pool Performance       Master Servicer (only with respect to Items
                  Information                      1121(a)(2), (a)(5), (a)(6), (a)(8), (a)(9),
 Any information required by 1121 which is NOT        (a)(10), (a)(11), (a)(12) and (a)(13))
  included on the Distribution Date Statement                        Trustee
------------------------------------------------- -----------------------------------------------
   Item 2: Legal Proceedings per Item 1117 of      (i) All parties to the Pooling and Servicing
                 Regulation AB                        Agreement (as to themselves), (ii) the
                                                    Trustee and the Master Servicer as to the
                                                     Wachovia Bank Commercial Mortgage Trust,
                                                         Commercial Mortgage Pass-Through
                                                     Certificates, Series [______], (iii) the
                                                    Depositor as to the sponsors, any 1110(b)
                                                       originator and any 1100(d)(1) party
------------------------------------------------- -----------------------------------------------
 Item 3: Sale of Securities and Use of Proceeds                     Depositor
------------------------------------------------- -----------------------------------------------
   Item 4: Defaults Upon Senior Certificates                         Trustee
------------------------------------------------- -----------------------------------------------
   Item 5: Submission of Matters to a Vote of                        Trustee
               Certificateholders
------------------------------------------------- -----------------------------------------------
  Item 6: Significant Obligors of Pool Assets                          N/A
------------------------------------------------- -----------------------------------------------
Item 7:  Significant Enhancement Provider
Information                                                         Depositor
------------------------------------------------- -----------------------------------------------
           Item 8: Other Information              Any party responsible for disclosure items on
                                                                     Form 8-K
------------------------------------------------- -----------------------------------------------
                Item 9: Exhibits                                     Trustee
------------------------------------------------- -----------------------------------------------
</TABLE>


<PAGE>

                                    EXHIBIT V

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO [TRUSTEE FAX NUMBER] AND VIA EMAIL TO [TRUSTEE EMAIL
ADDRESS] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

[NAME OF TRUSTEE]
[TRUSTEE ADDRESS]
Attn:  Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage
Trust, Series [_______]--SEC REPORT PROCESSING

RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

            In accordance with Section [ ] of the Pooling and Servicing
Agreement, dated as of [_______] (the "Pooling and Servicing Agreement"), by and
among Wachovia Commercial Mortgage Securities, Inc., as depositor, [Wachovia
Bank, National Association], as master servicer, [NAME OF SPECIAL SERVICER], as
special servicer, and [NAME OF TRUSTEE], as trustee. The undersigned, as [ ],
hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:


List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:


            Any inquiries related to this notification should be directed to
[            ], phone number: [      ]; email address: [         ].


                                       [NAME OF PARTY],
                                          as [role]


                                       By: ___________________________________
                                          Name:
                                          Title:

cc: Depositor

<PAGE>

                                    EXHIBIT W

                         ADDITIONAL FORM 10-K DISCLOSURE

<TABLE>
<CAPTION>
------------------------------------------------- -----------------------------------------------

               Item on Form 10-K                                Party Responsible
------------------------------------------------- -----------------------------------------------
<S>                                               <C>
       Item 1B: Unresolved Staff Comments                           Depositor
------------------------------------------------- -----------------------------------------------
           Item 9B: Other Information             Any party responsible for disclosure items on
                                                                     Form 8-K
------------------------------------------------- -----------------------------------------------
     Item 15: Exhibits, Financial Statement                          Trustee
                   Schedules
------------------------------------------------- -----------------------------------------------
                Additional Item:                                    Depositor
       Disclosure per Item 1117 of Reg AB
------------------------------------------------- -----------------------------------------------
                Additional Item:                   (i) All parties to the Pooling and Servicing
       Disclosure per Item 1119 of Reg AB             Agreement (as to themselves), (ii) the
                                                    Trustee and the Master Servicer as to the
                                                     Wachovia Bank Commercial Mortgage Trust,
                                                         Commercial Mortgage Pass-Through
                                                     Certificates, Series [______], (iii) the
                                                    Depositor as to the sponsors, any 1110(b)
                                                       originator and any 1100(d)(1) party
------------------------------------------------- -----------------------------------------------
                Additional Item:                   (i) All parties to the Pooling and Servicing
     Disclosure per Item 1112(b) of Reg AB             Agreement as to themselves, (ii) the
                                                    Depositor as to the sponsors, originator,
                                                   significant obligor, enhancement or support
                                                             provider, if applicable
------------------------------------------------- -----------------------------------------------
                Additional Item:                                       N/A
Disclosure per Items 1114(b) and 1115(b) of Reg
                       AB
------------------------------------------------- -----------------------------------------------
               [Additional Item:                                     [Trustee
      Disclosure per Item 1122 of Reg AB]                        Master Servicer
                                                                Special Servicer]
------------------------------------------------- -----------------------------------------------
               [Additional Item:                                     [Trustee
      Disclosure per Item 1123 of Reg AB]                        Master Servicer
                                                                Special Servicer]
------------------------------------------------- -----------------------------------------------
</TABLE>


<PAGE>


                                    EXHIBIT X

                         FORM 8-K DISCLOSURE INFORMATION


<TABLE>
<CAPTION>
------------------------------------------------- -----------------------------------------------

                Item on Form 8-K                                Party Responsible
------------------------------------------------- -----------------------------------------------
<S>                                               <C>
  Item 1.01- Entry into a Material Definitive                      All parties
                   Agreement
------------------------------------------------- -----------------------------------------------
Item 1.02- Termination of a Material Definitive                    All parties
                   Agreement
------------------------------------------------- -----------------------------------------------
     Item 1.03- Bankruptcy or Receivership                          Depositor
------------------------------------------------- -----------------------------------------------
Item 2.04- Triggering Events that Accelerate or                     Depositor
  Increase a Direct Financial Obligation or an
     Obligation under an Off-Balance Sheet
                  Arrangement
------------------------------------------------- -----------------------------------------------
 Item 3.03- Material Modification to Rights of                       Trustee
                Security Holders
------------------------------------------------- -----------------------------------------------
      Item 5.03- Amendments of Articles of                          Depositor
 Incorporation or Bylaws; Change of Fiscal Year
------------------------------------------------- -----------------------------------------------
 Item 6.01- ABS Informational and Computational                     Depositor
                    Material
------------------------------------------------- -----------------------------------------------
 Item 6.02- Change of Master Servicer, Special                   Master Servicer
              Servicer or Trustee                                Special Servicer
                                                                     Trustee
------------------------------------------------- -----------------------------------------------
   Item 6.03- Change in Credit Enhancement or                       Depositor
                External Support                                     Trustee
------------------------------------------------- -----------------------------------------------
     Item 6.04- Failure to Make a Required                           Trustee
                  Distribution
------------------------------------------------- -----------------------------------------------
 Item 6.05- Securities Act Updating Disclosure                      Depositor
------------------------------------------------- -----------------------------------------------
          Item 7.01- Reg FD Disclosure                              Depositor
------------------------------------------------- -----------------------------------------------
                   Item 8.01                                        Depositor
------------------------------------------------- -----------------------------------------------
                   Item 9.01                                        Depositor
------------------------------------------------- -----------------------------------------------
</TABLE>


<PAGE>

                                    EXHIBIT Y

                                SUB-SERVICER LIST