<PAGE>

                                                                  EXECUTION COPY

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


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
                                  as Depositor,

                        PRUDENTIAL ASSET RESOURCES, INC.,
                              as a Master Servicer,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              as a Master Servicer,

                          MIDLAND LOAN SERVICES, INC.,
                              as Special Servicer,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
             as Certificate Administrator and as Tax Administrator,

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

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

                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 2004

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

                                 $1,233,328,641
                 Aggregate Initial Certificate Principal Balance

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

                  Commercial Mortgage Pass-Through Certificates
                                Series 2004-PWR5


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

<PAGE>

                                TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
 SECTION                                                                                                       PAGE
 -------                                                                                                       ----
<S>             <C>                                                                                           <C>
                                                      ARTICLE I
                         DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS
                                           IN RESPECT OF THE MORTGAGE POOL

SECTION 1.01.   Defined Terms....................................................................................7
SECTION 1.02.   General Interpretive Principles.................................................................66
SECTION 1.03.   Certain Calculations in Respect of the Mortgage Pool............................................67
SECTION 1.04.   Cross-Collateralized Mortgage Loans.............................................................68
SECTION 1.05.   Incorporation of Preliminary Statement..........................................................69

                           ARTICLE II CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS
                                AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR
                            INTERESTS, REMIC II REGULAR INTERESTS, REMIC III COMPONENTS,
                          REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III
                                         RESIDUAL INTEREST AND CERTIFICATES

SECTION 2.01.   Conveyance of Pooled Mortgage Loans.............................................................70
SECTION 2.02.   Acceptance of Mortgage Assets by Trustee........................................................73
SECTION 2.03.   Certain Repurchases and Substitutions of Pooled Mortgage Loans
                by the Pooled Mortgage Loan Sellers.............................................................75
SECTION 2.04.   Representations and Warranties of the Depositor.................................................80
SECTION 2.05.   Representations and Warranties of PAR as a Master Servicer......................................81
SECTION 2.06.   Representations and Warranties of WFB as a Master Servicer......................................82
SECTION 2.07.   Representations and Warranties of the Special Servicer..........................................84
SECTION 2.08.   [Reserved]......................................................................................85
SECTION 2.09.   Representations and Warranties of the Certificate Administrator.................................85
SECTION 2.10.   Representations and Warranties of the Tax Administrator.........................................86
SECTION 2.11.   Representations, Warranties and Covenants of the Trustee........................................87
SECTION 2.12.   Representations and Warranties of the Fiscal Agent..............................................88
SECTION 2.13.   Creation of REMIC I; Issuance of the REMIC I Regular Interests
                and the REMIC I Residual Interest; Certain Matters Involving REMIC I............................89
SECTION 2.14.   Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I
                Regular Interests by Trustee....................................................................92
SECTION 2.15.   Creation of REMIC II; Issuance of the REMIC II Regular Interests and the
                REMIC II Residual Interest; Certain Matters Involving REMIC II..................................92
SECTION 2.16.   Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II
                Regular Interests by Trustee....................................................................93
SECTION 2.17.   Creation of REMIC III; Issuance of the Regular Interest Certificates, the
                REMIC III Components and the REMIC III Residual Interest; Certain
                Matters Involving REMIC III.....................................................................93
SECTION 2.18.   Acceptance of Grantor Trusts; Issuance of the Class V and Class R Certificates..................96

                                                     ARTICLE III
                                   ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.   General Provisions..............................................................................98
SECTION 3.02.   Collection of Mortgage Loan Payments...........................................................102
SECTION 3.03.   Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.......105


                                                        -i-
<PAGE>
<CAPTION>
 SECTION                                                                                                       PAGE
 -------                                                                                                       ----
<S>             <C>                                                                                           <C>
SECTION 3.04.   Collection Accounts, Distribution Account, Interest Reserve Account,
                Excess Liquidation Proceeds Account and Companion Note Custodial Accounts......................108
SECTION 3.05.   Permitted Withdrawals From the Collection Accounts, the Distribution Account,
                the Interest Reserve Account, the Excess Liquidation Proceeds Account and
                the Companion Note Custodial Account...........................................................113
SECTION 3.06.   Investment of Funds in the Accounts............................................................124
SECTION 3.07.   Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage..................126
SECTION 3.08.   Enforcement of Alienation Clauses..............................................................130
SECTION 3.09.   Realization Upon Defaulted Serviced Mortgage Loans.............................................132
SECTION 3.10.   Trustee to Cooperate; Release of Mortgage Files................................................135
SECTION 3.11.   Master Servicing and Special Servicing Compensation; Interest on and Reimbursement
                of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee and
                the Fiscal Agent Regarding Back-up Servicing Advances..........................................137
SECTION 3.12.   Property Inspections; Collection of Financial Statements.......................................144
SECTION 3.13.   Annual Statement as to Compliance..............................................................145
SECTION 3.14.   Reports by Independent Public Accountants......................................................145
SECTION 3.15.   Access to Information..........................................................................146
SECTION 3.16.   Title to Administered REO Property; REO Account................................................147
SECTION 3.17.   Management of Administered REO Property........................................................148
SECTION 3.18.   Fair Value Option; Sale of Administered REO Properties; Sale of
                Non-Trust-Serviced Pooled Mortgage Loans.......................................................151
SECTION 3.19.   Additional Obligations of Master Servicers and Special Servicer................................156
SECTION 3.20.   Modifications, Waivers, Amendments and Consents................................................159
SECTION 3.21.   Transfer of Servicing Between Applicable Master Servicer and
                Special Servicer; Record Keeping...............................................................163
SECTION 3.22.   Sub-Servicing Agreements and the Primary Servicing Agreement...................................164
SECTION 3.23.   Controlling Class Representative...............................................................167
SECTION 3.24.   Certain Rights and Powers of the Controlling Class Representative..............................168
SECTION 3.25.   [Reserved].....................................................................................172
SECTION 3.26.   [Reserved].....................................................................................172
SECTION 3.27.   Replacement of Special Servicer................................................................172
SECTION 3.28.   Application of Default Charges.................................................................173

                                                     ARTICLE IV
                                           PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.   Distributions..................................................................................175
SECTION 4.02.   Certificate Administrator Reports; Servicer Reporting..........................................184
SECTION 4.03.   P&I Advances...................................................................................193
SECTION 4.04.   Allocation of Realized Losses and Additional Trust Fund Expenses...............................196
SECTION 4.05.   Calculations...................................................................................198

                                                      ARTICLE V
                                                  THE CERTIFICATES

SECTION 5.01.   The Certificates...............................................................................199
SECTION 5.02.   Registration of Transfer and Exchange of Certificates..........................................199
SECTION 5.03.   Book-Entry Certificates........................................................................205
SECTION 5.04.   Mutilated, Destroyed, Lost or Stolen Certificates..............................................207
SECTION 5.05.   Persons Deemed Owners..........................................................................207
SECTION 5.06.   Certification by Certificate Owners............................................................207
SECTION 5.07.   Appointment of Authenticating Agents...........................................................207


                                                        -ii-
<PAGE>
<CAPTION>
 SECTION                                                                                                       PAGE
 -------                                                                                                       ----
<S>             <C>                                                                                           <C>
                                                     ARTICLE VI
                            THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICER

SECTION 6.01.   Liability of the Depositor, the Master Servicers and the Special Servicer......................209
SECTION 6.02.   Merger, Consolidation or Conversion of the Depositor, a Master
                Servicer or the Special Servicer...............................................................209
SECTION 6.03.   Limitation on Liability of the Depositor, the Master Servicers and the Special Servicer........209
SECTION 6.04.   Resignation of the Master Servicers and the Special Servicer...................................211
SECTION 6.05.   Rights of the Depositor and the Trustee in Respect of the Master Servicers
                and the Special Servicer.......................................................................211
SECTION 6.06.   Master Servicers and Special Servicer May Own Certificates.....................................212

                                                     ARTICLE VII
                                                       DEFAULT

SECTION 7.01.   Events of Default..............................................................................213
SECTION 7.02.   Trustee to Act; Appointment of Successor.......................................................216
SECTION 7.03.   Notification to Certificateholders.............................................................217
SECTION 7.04.   Waiver of Events of Default....................................................................218
SECTION 7.05.   Additional Remedies of Trustee Upon Event of Default...........................................218

                                                    ARTICLE VIII
                              THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR
                                              AND THE TAX ADMINISTRATOR

SECTION 8.01.   Duties of the Trustee, the Custodian, the Certificate Administrator
                and the Tax Administrator......................................................................219
SECTION 8.02.   Certain Matters Affecting the Trustee, the Certificate Administrator
                and the Tax Administrator......................................................................220
SECTION 8.03.   The Trustee, the Fiscal Agent, the Certificate Administrator and the
                Tax Administrator not Liable for Validity or Sufficiency of Certificates
                or Mortgage Loans..............................................................................222
SECTION 8.04.   The Trustee, the Fiscal Agent, the Certificate Administrator and the Tax
                Administrator May Own Certificates.............................................................222
SECTION 8.05.   Fees and Expenses of the Trustee, the Certificate Administrator and the
                Tax Administrator; Indemnification of and by the Trustee, the Certificate
                Administrator, the Tax Administrator and the Fiscal Agent......................................223
SECTION 8.06.   Eligibility Requirements for the Trustee, the Certificate Administrator
                and the Tax Administrator......................................................................224
SECTION 8.07.   Resignation and Removal of the Trustee, the Certificate Administrator
                and the Tax Administrator......................................................................225
SECTION 8.08.   Successor Trustee, Certificate Administrator and Tax Administrator.............................226
SECTION 8.09.   Merger or Consolidation of the Trustee, the Certificate Administrator or the
                Tax Administrator..............................................................................227
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee..................................................227
SECTION 8.11.   Appointment of Custodians......................................................................228
SECTION 8.12.   Access to Certain Information..................................................................228
SECTION 8.13.   Appointment of Fiscal Agent....................................................................230
SECTION 8.14.   Advance Security Arrangement...................................................................231
SECTION 8.15.   Exchange Act Reporting.........................................................................231


                                                       -iii-
<PAGE>
<CAPTION>
 SECTION                                                                                                       PAGE
 -------                                                                                                       ----
<S>             <C>                                                                                           <C>
                                                     ARTICLE IX
                                                     TERMINATION

SECTION 9.01.   Termination Upon Repurchase or Liquidation of All Pooled Mortgage Loans........................234
SECTION 9.02.   Additional Termination Requirements............................................................236

                                                      ARTICLE X
                                              ADDITIONAL TAX PROVISIONS

SECTION 10.01.  Tax Administration.............................................................................238
SECTION 10.02.  The Depositor, the Master Servicers, the Special Servicer and the Fiscal
                Agent to Cooperate with the Tax Administrator..................................................240

                                                     ARTICLE XI
                                              MISCELLANEOUS PROVISIONS

SECTION 11.01.  Amendment......................................................................................242
SECTION 11.02.  Recordation of Agreement; Counterparts.........................................................243
SECTION 11.03.  Limitation on Rights of Certificateholders.....................................................244
SECTION 11.04.  Governing Law..................................................................................244
SECTION 11.05.  Notices........................................................................................244
SECTION 11.06.  Severability of Provisions.....................................................................245
SECTION 11.07.  Successors and Assigns; Beneficiaries..........................................................245
SECTION 11.08.  Article and Section Headings...................................................................245
SECTION 11.09.  Notices to and from the Rating Agencies and the Depositor......................................246
SECTION 11.10.  Notices to Controlling Class Representative....................................................247
SECTION 11.11.  Complete Agreement.............................................................................247
</TABLE>


                                                        -iv-
<PAGE>

                                    EXHIBITS
<TABLE>
<S>             <C>
EXHIBIT A-1     Form of Certificate (other than Class R and Class V Certificates)
EXHIBIT A-2     Form of Class R Certificate
EXHIBIT A-3     Form of Class V Certificate
EXHIBIT B       Letters of Representations Among Depositor, Trustee and Initial Depositary
EXHIBIT C-1     Form of Master Servicer Request for Release
EXHIBIT C-2     Form of Special Servicer Request for Release
EXHIBIT D       Form of Certificate Administrator Report
EXHIBIT E-1     Form of Monthly Additional Report on Recoveries and Reimbursements
EXHIBIT E-2     Form of Realized Loss Report
EXHIBIT F-1     Form of Transferor Certificate for Transfers of Non-Registered Certificates Held in Physical Form
EXHIBIT F-2A    Form I of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form
EXHIBIT F-2B    Form II of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form
EXHIBIT F-2C    Form of Transferee Certificate for Certain Transfers of Interests in Rule 144A Global Certificates
EXHIBIT F-2D    Form of Transferee Certificate for Certain Transfers of Interests in Regulation S Global Certificates
EXHIBIT F-3A    Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT F-3B    Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT G-1     Form of Transferee  Certificate in Connection with ERISA  (Non-Registered  Certificates  and  Non-Investment
                  Grade Certificates Held in Physical Form)
EXHIBIT G-2     Form of Transferee  Certificate in Connection  with ERISA  (Non-Registered  Certificates  Held in Book-Entry
                  Form)
EXHIBIT H-1     Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
EXHIBIT H-2     Form of Transferor Certificate for Transfers of Class R Certificates
EXHIBIT I-1     Form of Notice and Acknowledgment Concerning Replacement of the Special Servicer
EXHIBIT I-2     Form of Acknowledgment of a Proposed Special Servicer
EXHIBIT J       Form of UCC-1 Financing Statement
EXHIBIT K-1     Information Request from Certificateholder or Certificate Owner
EXHIBIT K-2     Information Request from Prospective Investor
EXHIBIT L       Form of Power of Attorney by Trustee
EXHIBIT M       [Reserved]
EXHIBIT N       Form of Final Certification of Trustee
EXHIBIT O       Form of Defeasance Certification
EXHIBIT P       Form of Special Servicer Backup Sarbanes-Oxley Certificate
</TABLE>


                                      -v-
<PAGE>

                                    SCHEDULES
<TABLE>
<S>             <C>
SCHEDULE I-A    Schedule of PMCF Pooled Mortgage Loans
SCHEDULE I-B    Schedule of BSCMI Pooled Mortgage Loans
SCHEDULE I-C    Schedule of WFB Pooled Mortgage Loans
SCHEDULE I-D    Schedule of Nationwide Pooled Mortgage Loans
SCHEDULE II     Schedule of Exceptions to Mortgage File Delivery (under Section 2.02(a))
SCHEDULE III    Schedule of Designated Sub-Servicers
SCHEDULE IV     Reference Rates
SCHEDULE V      Borrower Third-Party Beneficiaries (under Section 2.03)
</TABLE>


                                      -vi-
<PAGE>

     This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of October 1, 2004, among BEAR STEARNS COMMERCIAL MORTGAGE
SECURITIES INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC., as a Master
Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Master Servicer, MIDLAND
LOAN SERVICES, INC., as Special Servicer, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Certificate Administrator and as Tax Administrator, LASALLE BANK
NATIONAL ASSOCIATION, as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

     REMIC I
     -------

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts
payable thereon) and certain other assets as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I".
The Class R Certificates will represent ownership of (among other things) the
sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions under federal income tax law. The Latest Possible Maturity Date for
each REMIC I Regular Interest is the Rated Final Distribution Date. None of the
REMIC I Regular Interests will be certificated.

     REMIC II
     --------

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting 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 Certificates will represent ownership of (among other things)
the sole class of "residual interests" in REMIC II for purposes of the REMIC
Provisions under federal income tax law. The following table sets forth the
designation, the REMIC II Remittance Rate and the initial Uncertificated
Principal Balance for each of the REMIC II Regular Interests. The Latest
Possible Maturity Date for each REMIC II Regular Interest is the Rated Final
Distribution Date. None of the REMIC II Regular Interests will be certificated.


                                      -1-
<PAGE>

                                 Remic II            Initial Uncertificated
          Designation        Remittance Rate           Principal Balance
          -----------        ---------------           -----------------
             A-1-1             Variable (1)              $  12,811,000
             A-1-2             Variable (1)              $  58,122,000
             A-1-3             Variable (1)              $  36,067,000
             A-2-1             Variable (1)              $  24,346,000
             A-2-2             Variable (1)              $  57,811,000
             A-2-3             Variable (1)              $  73,843,000
             A-3-1             Variable (1)              $  74,618,000
             A-3-2             Variable (1)              $  48,050,000
             A-3-3             Variable (1)              $  11,332,000
              A-4              Variable (1)              $ 100,000,000
             A-5-1             Variable (1)              $  29,564,000
             A-5-2             Variable (1)              $  42,090,000
             A-5-3             Variable (1)              $ 507,425,000
              B-1              Variable (1)              $   7,052,000
              B-2              Variable (1)              $  22,239,000
              C-1              Variable (1)              $   3,853,000
              C-2              Variable (1)              $   5,397,000
              D-1              Variable (1)              $   8,868,000
              D-2              Variable (1)              $  11,174,000
              E-1              Variable (1)              $   5,638,000
              E-2              Variable (1)              $   8,237,000
              F-1              Variable (1)              $     725,000
              F-2              Variable (1)              $  14,691,000
               G               Variable (1)              $   9,250,000
              H-1              Variable (1)              $   6,149,000
              H-2              Variable (1)              $  12,351,000
               J               Variable (1)              $   4,625,000
               K               Variable (1)              $   4,625,000
               L               Variable (1)              $   6,167,000
               M               Variable (1)              $   4,625,000
               N               Variable (1)              $   4,625,000
               P               Variable (1)              $   3,083,000
               Q               Variable (1)              $  13,875,641

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

(1)  The REMIC II Remittance Rate for each REMIC II Regular Interest shall be a
     variable rate per annum calculated in accordance with the definition of
     "REMIC II Remittance Rate".

     REMIC III
     ---------

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R Certificates will evidence ownership of (among other
things) the sole class of "residual interests" in REMIC III for purposes of the
REMIC Provisions under federal income tax law.


                                      -2-
<PAGE>

     Class Designations of the Regular Interest Certificates
     -------------------------------------------------------

     The following table irrevocably sets forth the Class designation,
Pass-Through Rate and initial Class Principal Balance for each Class of the
Regular Interest Certificates.

            Class                                        Initial Class
         Designation          Pass-Through Rate        Principal Balance
         -----------          -----------------        -----------------
          Class A-1            3.762% per annum         $  107,000,000
          Class A-2            4.254% per annum         $  156,000,000
          Class A-3            4.565% per annum         $  134,000,000
          Class A-4            4.831% per annum         $  100,000,000
          Class A-5              Variable (1)           $  579,079,000
           Class B               Variable (1)           $   29,291,000
           Class C               Variable (1)           $    9,250,000
           Class D               Variable (1)           $   20,042,000
           Class E               Variable (1)           $   13,875,000
           Class F               Variable (1)           $   15,416,000
           Class G               Variable (2)           $    9,250,000
           Class H               Variable (2)           $   18,500,000
           Class J               Variable (1)           $    4,625,000
           Class K               Variable (1)           $    4,625,000
           Class L               Variable (1)           $    6,167,000
           Class M               Variable (1)           $    4,625,000
           Class N               Variable (1)           $    4,625,000
           Class P               Variable (1)           $    3,083,000
           Class Q               Variable (1)           $   13,875,641
          Class X-1              Variable (2)               (3)
          Class X-2              Variable (2)               (4)

----------------------
(1)  The respective Pass-Through Rates for the Class A-5, Class B, Class C,
     Class D, Class E, Class F, Class J, Class K, Class L, Class M, Class N,
     Class P and Class Q Certificates will, in the case of each of those
     Classes, be a rate per annum equal to the lesser of a fixed rate per annum
     (equal to 4.978%, 5.055%, 5.087%, 5.143%, 5.222%, 5.483%, 4.693%, 4.693%,
     4.693%, 4.693%, 4.693%, 4.693% and 4.693%, respectively) and a variable
     rate, all as calculated in accordance with the definition of "Pass-Through
     Rate".

(2)  The respective Pass-Through Rates for the Class X-1, Class X-2, Class G and
     Class H Certificates will, in the case of each of those Classes, be a
     variable rate per annum calculated in accordance with the definition of
     "Pass-Through Rate".

(3)  The Class X-1 Certificates will not have a Class Principal Balance and will
     not entitle their Holders to receive distributions of principal. The Class
     X-1 Certificates will have a Class Notional Amount which will be equal to
     the aggregate of the Component Notional Amounts of such Class' REMIC III
     Components from time to time. As more specifically provided herein,
     interest in respect of such Class of Certificates will consist of the
     aggregate amount of interest accrued on the respective Component Notional
     Amounts of such Class' REMIC III Components from time to time.

(4)  The Class X-2 Certificates will not have a Class Principal Balance and will
     not entitle their Holders to receive distributions of principal. As more
     specifically provided herein, the Class X-2 Certificates will have a Class
     Notional Amount that from time to time will be equal to the aggregate of
     the Component Notional Amounts of one or more of such Class' REMIC III
     Components from time to time. As more specifically provided herein,
     interest in respect of such Class of Certificates will consist of the
     aggregate amount of interest accrued from time to time on the respective
     Component Notional Amounts of one or more of such Class' REMIC III
     Components.


                                      -3-
<PAGE>

     Designations of the REMIC III Components
     ----------------------------------------

     The REMIC III Components of the Class X-1 Certificates are hereby
irrevocably assigned the alphanumeric designation set forth under the column
heading "REMIC III Component of Class X-1 Certificates" in the table that
appears under "Corresponding REMIC II Regular Interests". The REMIC III
Components of the Class X-2 Certificates are hereby irrevocably assigned the
alphanumeric designation set forth under the column heading "REMIC III Component
of Class X-2 Certificates" in the table that appears under "Corresponding REMIC
II Regular Interests".

     Corresponding REMIC II Regular Interests
     ----------------------------------------

     The following table irrevocably sets forth, with respect to each REMIC II
Regular Interest, the Class of Certificates, REMIC III Component of the Class
X-1 Certificates and the REMIC III Component of the Class X-2 Certificates for
which such REMIC II Regular Interest constitutes a Corresponding REMIC II
Regular Interest:


                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                                                                                       Class X-2
                                                                                   Termination Date
                                             REMIC III            REMIC III          for REMIC III
    REMIC II            Class of        Component of Class   Component of Class   Component of Class
Regular Interest      Certificates       X-1 Certificates     X-2 Certificates     X-2 Certificates
----------------      ------------       ----------------     ----------------     ----------------
<S>                   <C>                <C>                 <C>                   <C>
     A-1-1                A-1                X1-A-1-1          Not Applicable       Not Applicable
     A-1-2                A-1                X1-A-1-2             X2-A-1-2           October 2005
     A-1-3                A-1                X1-A-1-3             X2-A-1-3           October 2006
     A-2-1                A-2                X1-A-2-1             X2-A-2-1           October 2006
     A-2-2                A-2                X1-A-2-2             X2-A-2-2           October 2007
     A-2-3                A-2                X1-A-2-3             X2-A-2-3           October 2008
     A-3-1                A-3                X1-A-3-1             X2-A-3-1           October 2008
     A-3-2                A-3                X1-A-3-2             X2-A-3-2           October 2009
     A-3-3                A-3                X1-A-3-3             X2-A-3-3           October 2010
      A-4                 A-4                 X1-A-4               X2-A-4            October 2010
     A-5-1                A-5                X1-A-5-1             X2-A-5-1           October 2010
     A-5-2                A-5                X1-A-5-2             X2-A-5-2           October 2011
     A-5-3                A-5                X1-A-5-3             X2-A-5-3           October 2012
      B-1                  B                  X1-B-1               X2-B-1            October 2011
      B-2                  B                  X1-B-2               X2-B-2            October 2012
      C-1                  C                  X1-C-1               X2-C-1            October 2010
      C-2                  C                  X1-C-2               X2-C-2            October 2011
      D-1                  D                  X1-D-1               X2-D-1            October 2009
      D-2                  D                  X1-D-2               X2-D-2            October 2010
      E-1                  E                  X1-E-1               X2-E-1            October 2008
      E-2                  E                  X1-E-2               X2-E-2            October 2009
      F-1                  F                  X1-F-1               X2-F-1            October 2007
      F-2                  F                  X1-F-2               X2-F-2            October 2008
       G                   G                   X1-G                 X2-G             October 2007
      H-1                  H                  X1-H-1               X2-H-1            October 2006
      H-2                  H                  X1-H-2               X2-H-2            October 2007
       J                   J                   X1-J                 X2-J             October 2006
       K                   K                   X1-K                 X2-K             October 2006
       L                   L                   X1-L                 X2-L             October 2006
       M                   M                   X1-M            Not Applicable       Not Applicable
       N                   N                   X1-N            Not Applicable       Not Applicable
       P                   P                   X1-P            Not Applicable       Not Applicable
       Q                   Q                   X1-Q            Not Applicable       Not Applicable
</TABLE>


     For federal income tax purposes, each Class of the Regular Interest
Certificates will be designated as a separate "regular interest" in REMIC III.
The Latest Possible Maturity Date for each Class of Regular Interest
Certificates is the Rated Final Distribution Date.

     The Initial Pool Balance will be $1,233,328,641, and the initial aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests, the initial
aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and
the initial aggregate Class Principal Balance of the respective Classes of
Regular Interest Certificates (other than the Class X Certificates) will, in
each case, be $1,233,328,641.

     As described below, there exist one or more Pooled Mortgage Loans that are
part of split loan structures comprising such Pooled Mortgage Loan and one or
more other loans that, together with the respective Pooled Mortgage


                                      -5-
<PAGE>

Loan, are secured by the same Mortgage encumbering the related Mortgaged
Properties, which other loans are, in each case, pari passu in right of payment
to the related Pooled Mortgage Loan or subordinate in right of payment to the
related Pooled Mortgage Loan.

     The Lincoln Square Pooled Mortgage Loan is part of a split loan structure
comprising the Lincoln Square Pooled Mortgage Loan and the Lincoln Square
Non-Pooled Pari Passu Companion Loans. The relative rights of the holder of the
Lincoln Square Pooled Mortgage Loan and the holders of the Lincoln Square
Non-Pooled Pari Passu Companion Loans are set forth in the Series 2004-PWR4 PSA
and/or the Lincoln Square Intercreditor Agreement, which provide that the entire
Lincoln Square Loan Group is to be serviced and administered in accordance with
the Series 2004-PWR4 PSA .

     The World Apparel Center Pooled Mortgage Loan is part of a split loan
structure comprising the World Apparel Center Pooled Mortgage Loan and the World
Apparel Center Non-Pooled Pari Passu Companion Loans. The relative rights of the
holder of the World Apparel Center Pooled Mortgage Loan and the holders of the
World Apparel Center Non-Pooled Pari Passu Companion Loans are set forth in the
Series 2004-LN2 PSA and/or the World Apparel Center Intercreditor Agreement,
which provide that the entire World Apparel Center Loan Group is to be serviced
and administered in accordance with the Series 2004-LN2 PSA.

     Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.

     In consideration of the mutual agreements herein contained, the Depositor,
each Master Servicer, the Special Servicer, the Certificate Administrator, the
Tax Administrator, the Trustee and the Fiscal Agent hereby agree, in each case,
as follows:


                                      -6-
<PAGE>

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

     SECTION 1.01. Defined Terms.

     Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

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

     "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a 30/360
Basis.

     "A/B Mortgage Loan": As defined in Section 3.01(h).

     "ABN AMRO": ABN AMRO Bank N.V. or its successor in interest.

     "Accrued Certificate Interest": The interest accrued from time to time with
respect to any Class of Regular Interest Certificates, the amount of which
interest shall equal: (a) in the case of any Class of Principal Balance
Certificates for any Interest Accrual Period, one-twelfth of the product of (i)
the Pass-Through Rate applicable to such Class of Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of
Certificates outstanding immediately prior to the related Distribution Date; and
(b) in the case of either Class of Interest Only Certificates for any Interest
Accrual Period, the aggregate amount of Accrued Component Interest for all of
such Class' REMIC III Components for such Interest Accrual Period.

     "Accrued Component Interest": The interest accrued from time to time with
respect to any REMIC III Component of either Class of Interest Only
Certificates, the amount of which interest shall equal, for any Interest Accrual
Period, one-twelfth of the product of (i) either (A) in the case of a REMIC III
Component of the Class X-1 Certificates, the Class X-1 Strip Rate applicable to
such REMIC III Component for such Interest Accrual Period, or (B) in the case of
a REMIC III Component of the Class X-2 Certificates, the Class X-2 Strip Rate
applicable to such REMIC III Component for such Interest Accrual Period,
multiplied by (ii) the Component Notional Amount of such REMIC III Component
outstanding immediately prior to the related Distribution Date.

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

     "Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest on an
Actual/360 Basis.

     "Additional Collateral": Any non-real property collateral (including any
Letter of Credit and Reserve Funds) pledged and/or delivered by or on behalf of
the related Borrower and held by the related Mortgagee to secure payment on any
Mortgage Loan.

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

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

     "Additional Trust Fund Expense": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the Holders of the


                                      -7-
<PAGE>

Certificates (other than the Class R and Class V Certificates) receiving less
than the full amount of principal and/or Distributable Certificate Interest to
which they are entitled on any Distribution Date.

     "Additional Yield Amount": As defined in Section 4.01(b).

     "Administered REO Property": Any REO Property other than any REO Property
related to a Non-Trust-Serviced Pooled Mortgage Loan.

     "Administrative Fee Rate": With respect to each Pooled Mortgage Loan (or
any successor REO Pooled Mortgage Loan with respect thereto), a rate per annum
equal to the sum of (i) the Servicer Report Administrator Fee Rate; (ii) the
Trustee Fee Rate, (iii) the related Master Servicing Fee Rate and (iv) if (and
only if) such Pooled Mortgage Loan constitutes the Lincoln Square Pooled
Mortgage Loan or the World Apparel Center Pooled Mortgage Loan, the rate per
annum equal to the rate per annum at which comparable administrative fees
payable under the applicable Non-Trust Servicing Agreement accrue (which rate is
0.03% in the case of the Lincoln Square Pooled Mortgage Loan and 0.02% in the
case of the World Apparel Center Pooled Mortgage Loan).

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

     "Advance Interest": The interest accrued on any Advance (other than any
Unliquidated Advance) at the Reimbursement Rate, which is payable to the party
hereto that made that Advance, all in accordance with Section 3.11(g) or Section
4.03(d), as applicable.

     "Adverse Grantor Trust Event": Either: (i) any impairment of the status of
any Grantor Trust Pool as a Grantor Trust; or (ii) the imposition of a tax upon
any Grantor Trust Pool or any of its assets or transactions.

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

     "Adverse REMIC Event": Either: (i) any impairment of the status of any
REMIC Pool as a REMIC; or (ii) except as permitted by Section 3.17(a), the
imposition of a tax upon any REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code, the tax on contributions under Section 860G(d) of the Code and the
tax on income from foreclosure property under Section 860G(c) of the Code).

     "Affected Loan(s)": As defined in Section 2.03(b).

     "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, as it may be amended,
modified, supplemented or restated following the Closing Date.

     "Annual Accountants' Report": As defined in Section 3.14.

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


                                      -8-
<PAGE>

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

     "Applicable State Law": For purposes of Article X, the Applicable State Law
shall be (1) the laws of the State of New York; (2) to the extent brought to the
attention of the Tax Administrator (by either (i) an Opinion of Counsel
delivered to it or (ii) written notice from the appropriate taxing authority as
to the applicability of such state law), (a) the laws of the states in which the
Corporate Trust Offices of the Certificate Administrator and the Trustee and the
Primary Servicing Offices of the Master Servicers and the Special Servicer are
located and (b) the laws of the states in which any Mortgage Loan Documents are
held and/or any REO Properties are located; and (3) such other state or local
law as to which the Tax Administrator has actual knowledge of applicability.

     "Appraisal": With respect to any Mortgaged Property or REO Property as to
which an appraisal is required to be performed pursuant to the terms of this
Agreement, a narrative appraisal complying with USPAP (or, in the case of a
Pooled Mortgage Loan or an REO Pooled Mortgage Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, at the Special
Servicer's option, either a limited appraisal and a summary report or an
internal valuation prepared by the Special Servicer) that (i) indicates the
"market value" of the subject property (within the meaning of 12 CFR ss.
225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that, in the
case of a Pooled Mortgage Loan or an REO Pooled Mortgage Loan with a Stated
Principal Balance as of the date of such appraisal of $2,000,000 or less, the
appraiser may be an employee of the Special Servicer, which employee need not be
a Qualified Appraiser but shall have experience in commercial and/or multifamily
properties, as the case may be, and possess sufficient knowledge to value such a
property).

     "Appraisal Reduction Amount": With respect to any Serviced Pooled Mortgage
Loan that is a Required Appraisal Loan, an amount (calculated initially as of
the Determination Date immediately following the later of the date on which the
subject Pooled Mortgage Loan became a Required Appraisal Loan and the date on
which the applicable Appraisal was obtained) equal to the excess, if any, of:

          (a) the sum of, without duplication, (i) the Stated Principal Balance
     of such Required Appraisal Loan, (ii) to the extent not previously advanced
     by or on behalf of the applicable Master Servicer, the Trustee or the
     Fiscal Agent, all unpaid interest on such Required Appraisal Loan through
     the most recent Due Date prior to the date of calculation (exclusive of any
     portion thereof that represents Post-ARD Additional Interest and/or Default
     Interest), (iii) all accrued and unpaid Special Servicing Fees in respect
     of such Required Appraisal Loan, (iv) all related unreimbursed Advances
     (together with Unliquidated Advances) made by or on behalf of (plus all
     accrued and unpaid interest on such Advances (other than Unliquidated
     Advances)) payable to) the applicable Master Servicer, the Special
     Servicer, the Trustee and/or the Fiscal Agent with respect to such Required
     Appraisal Loan, (v) any other outstanding Additional Trust Fund Expenses
     with respect to such Required Appraisal Loan, and (vi) all currently due
     and unpaid real estate taxes and assessments, insurance premiums and, if
     applicable, ground rents, and any unfunded improvement or other applicable
     reserves, in respect of the related Mortgaged Property or REO Property, as
     the case may be (in each case, net of any amounts escrowed with the
     applicable Master Servicer or the Special Servicer for such items); over

          (b) an amount equal to the sum of: (a) the excess, if any, of (i) 90%
     of the Appraised Value of the related Mortgaged Property (or REO Property)
     as determined by the most recent Appraisal or any letter update of such
     Appraisal, over (ii) the amount of any obligations secured by liens on such
     Mortgaged Property (or REO Property) that are prior to the lien of the
     related Required Appraisal Loan; plus (b) the amount of any Escrow Payments
     and/or Reserve Funds held by the applicable Master Servicer or the Special
     Servicer with respect to such Required Appraisal Loan, the related
     Mortgaged Property or any related REO Property that (i) are not being held
     in respect of any real estate taxes and assessments, insurance premiums or,
     if applicable, ground rents, (ii) are not otherwise scheduled to be applied
     or utilized (except to pay debt service on such Required Appraisal Loan)
     within the twelve-month period following the date of determination and
     (iii) may be applied towards the reduction of the principal balance of such
     Required Appraisal Loan; plus (c) the amount of any Letter


                                       -9-
<PAGE>

     of Credit constituting additional security for such Required Appraisal Loan
     and that may be applied towards the reduction of the principal balance of
     such Required Appraisal Loan.

     Notwithstanding the foregoing, if (i) any Mortgage Loan becomes a Required
Appraisal Loan, (ii) either (A) no Appraisal or update thereof has been obtained
or conducted, as applicable, in accordance with Section 3.19(a), with respect to
the related Mortgaged Property or REO Property, as the case may be, during the
12-month period prior to the date such Mortgage Loan became a Required Appraisal
Loan or (B) there shall have occurred since the date of the most recent
Appraisal or update thereof a material change in the circumstances surrounding
the related Mortgaged Property or REO Property, as the case may be, that would,
in the Special Servicer's reasonable judgment, materially affect the value of
the related Mortgaged Property or REO Property, as the case may be, and (iii) no
new Appraisal is obtained or conducted, as applicable, in accordance with
Section 3.19(a), within 60 days after such Mortgage Loan became a Required
Appraisal Loan, then (x) until such new Appraisal is obtained or conducted, as
applicable, in accordance with Section 3.19(a), the Appraisal Reduction Amount
shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan,
and (y) upon receipt or performance, as applicable, in accordance with Section
3.19(a), of such Appraisal or update thereof by the Special Servicer, the
Appraisal Reduction Amount for such Required Appraisal Loan shall be
recalculated in accordance with the preceding sentence of this definition.

     In connection with the foregoing, each Cross-Collateralized Mortgage Loan
that is part of a single Cross-Collateralized Group shall be treated separately
(in each case as a single Mortgage Loan without regard to the
cross-collateralization and cross-default provisions) for purposes of
calculating an Appraisal Reduction Amount.

     An Appraisal Reduction Amount with respect to any Pooled Mortgage Loan will
be reduced to zero as of the date on which all Servicing Transfer Events have
ceased to exist with respect to such Mortgage Loan and at least 90 days have
passed following the occurrence of the most recent Appraisal Trigger Event. No
Appraisal Reduction Amount will exist as to any Pooled Mortgage Loan after it
has been paid in full or it (or the REO Property) has been liquidated or
otherwise disposed of.

     Notwithstanding the foregoing, with respect to each Non-Trust-Serviced
Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the "appraisal
reduction amount" calculated by the related Non-Trust Master Servicer pursuant
to the related Non-Trust Servicing Agreement and the parties hereto shall be
entitled to rely on such calculations as reported to them by the applicable
Non-Trust Master Servicer.

     "Appraisal Trigger Event": As defined in Section 3.19(a).

     "Appraised Value": With respect to each Mortgaged Property or REO Property,
the appraised value thereof based upon the most recent Appraisal obtained or
conducted, as appropriate, pursuant to this Agreement.

     "ARD Mortgage Loan": A Mortgage Loan that provides for the accrual of
Post-ARD Additional Interest thereon if such Mortgage Loan is not paid in full
on or prior to its Anticipated Repayment Date.

     "Asset Status Report": As defined in Section 3.24(a).

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

     "Assumed Monthly Payment": With respect to (a) any Pooled Mortgage Loan
that is a Balloon Mortgage Loan delinquent in respect of its Balloon Payment
beyond the Determination Date immediately following its scheduled maturity date
(as such date may be extended in connection with a bankruptcy, insolvency or
similar proceeding involving the related Borrower or by reason of a
modification, waiver or amendment granted or agreed to by the applicable Master
Servicer or the Special Servicer), for that scheduled maturity date and for each
subsequent Due Date as of which such


                                      -10-
<PAGE>

Pooled Mortgage Loan remains outstanding and part of the Trust Fund, the
scheduled monthly payment of principal and/or interest deemed to be due with
respect to such Pooled Mortgage Loan on such Due Date equal to the amount
(exclusive of Default Interest) that would have been due in respect thereof on
such Due Date if such Pooled Mortgage Loan had been required to continue to
accrue interest in accordance with its terms, and to pay principal in accordance
with the amortization schedule (if any), in effect immediately prior to, and
without regard to the occurrence of, such maturity date; and (b) any REO Pooled
Mortgage Loan, for any Due Date as of which the related REO Property (or, in the
case of any REO Pooled Mortgage Loan that is a successor to a Non-Trust-Serviced
Pooled Mortgage Loan, any interest in the related REO Property) remains part of
the Trust Fund, the scheduled monthly payment of principal and/or interest
deemed to be due in respect thereof on such Due Date equal to the Monthly
Payment (or, in the case of a Balloon Mortgage Loan described in clause (b) of
this definition, the Assumed Monthly Payment) that was due (or deemed due) with
respect to the related Pooled Mortgage Loan on the last Due Date prior to its
becoming an REO Pooled Mortgage Loan.

     "ASTM": The American Society for Testing and Materials.

     "Authenticating Agent": Any authenticating agent appointed pursuant to
Section 5.07 (or, in the absence of any such appointment, the Certificate
Administrator).

     "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to (a) the sum of (i) all amounts on deposit in the Distribution
Account as of 11:00 a.m., New York City time, on such Distribution Date, (ii) to
the extent not included in the amount described in clause (a)(i) of this
definition, any P&I Advances and/or Compensating Interest Payments that were
made hereunder in respect of such Distribution Date, (iii) to the extent not
included in the amount described in clause (a)(i) of this definition, the
aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess
Liquidation Proceeds Account to the Distribution Account in respect of such
Distribution Date, and (iv) to the extent not included in the amount described
in clause (a)(i) of this definition, if such Distribution Date occurs during the
month of March of 2005 or any year thereafter, the aggregate of the Interest
Reserve Amounts with respect to the Interest Reserve Loans transferred from the
Interest Reserve Account to the Distribution Account during such month of March
for distribution on such Distribution Date, net of (b) any portion of the
amounts described in clause (a) of this definition that represents one or more
of the following: (i) collected Monthly Payments that are due on a Due Date
following the end of the related Collection Period (or, in the case of the World
Apparel Center Pooled Mortgage Loan or any Pooled Mortgage Loan for which the
Due Date is on the 5th day or 10th day of each month, that were due on a Due
Date occurring in the calendar month next succeeding the month in which the
related Collection Period ends), (ii) any payments of principal (including
Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds
and Liquidation Proceeds Received by the Trust after the end of the related
Collection Period, (iii) any Prepayment Premiums, Yield Maintenance Charges
and/or Post-ARD Additional Interest, (iv) any amounts payable or reimbursable to
any Person from the Distribution Account pursuant to clauses (iii) through
(viii) of Section 3.05(b), (v) if such Distribution Date occurs during the month
of February of 2005 or any year thereafter or during the month of January of
2005 or any year thereafter that is not a leap year, the aggregate of the
Interest Reserve Amounts with respect to the Interest Reserve Loans to be
withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii)) from the
Distribution Account and deposited into the Interest Reserve Account during such
month of February or such month of January, as the case may be, and held for
future distribution, and (vi) any amounts deposited in the Distribution Account
in error; provided that the Available Distribution Amount for the Final
Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii)
and (b)(v) of this definition.

     "B Note": As defined in Section 3.01(h).

     "Balloon Mortgage Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date (or, in the case
of a Replacement Pooled Mortgage Loan, as of the related date of substitution)
provides for an amortization schedule extending beyond its Stated Maturity Date
and as to which, in accordance with such terms, the Monthly Payment due on its
Stated Maturity Date is at least 5% of the original principal balance of such
Mortgage Loan.


                                      -11-
<PAGE>

     "Balloon Payment": With respect to any Balloon Mortgage Loan as of any date
of determination, the Monthly 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).

     "Base Prospectus": That certain prospectus dated June 11, 2004 relating to
trust funds established by the Depositor and publicly offered mortgage
pass-through certificates evidencing interests therein.

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

     "Book-Entry Non-Registered Certificate": Any Non-Registered Certificate
that constitutes a Book-Entry Certificate.

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

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

     "BSCMI": Bear Stearns Commercial Mortgage, Inc., or its successor in
interest.

     "BSCMI Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either an
Original BSCMI Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that
was delivered under the BSCMI Pooled Mortgage Loan Purchase Agreement in
substitution for an Original BSCMI Pooled Mortgage Loan.

     "BSCMI Pooled Mortgage Loan Purchase Agreement": That certain Mortgage Loan
Purchase and Sale Agreement dated as of October 6, 2004, between BSCMI as seller
and the Depositor as purchaser.

     "Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in California, New York or Illinois or any of the
jurisdictions in which the respective Primary Servicing Offices of the Master
Servicers and the Special Servicer and the Corporate Trust Offices of the
Certificate Administrator and the Trustee are located, are authorized or
obligated by law or executive order to remain closed. With reasonable promptness
following the request of any party to this Agreement or the Controlling Class
Representative, the Trustee, the Fiscal Agent, the Certificate Administrator,
each Master Servicer and the Special Servicer shall provide such party with a
list of the legal holidays observed by such entity pursuant to such
authorization or obligation.

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

     "Certificate": Any one of the Depositor's 2004-PWR5 Commercial Mortgage
Pass-Through Certificates, as executed by the Certificate Administrator and
authenticated and delivered hereunder by the Certificate Registrar.

     "Certificate Administrator": WFB, in its capacity as certificate
administrator hereunder, or any successor certificate administrator appointed as
herein provided.

     "Certificate Administrator Fee": That portion of the Trustee Fee payable to
the Certificate Administrator in an amount agreed to by the Trustee and the
Certificate Administrator.

     "Certificate Administrator Report": As defined in Section 4.02(a).


                                      -12-
<PAGE>

     "Certificate Factor": With respect to any Class of Regular Interest
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the related Class
Principal Balance or Class Notional Amount, as the case may be, then
outstanding, and the denominator of which is the related Class Principal Balance
or Class Notional Amount, as the case may be, outstanding as of the Closing
Date.

     "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, provided, however, that: (i) neither a
Disqualified Organization nor a Non-United States Tax Person shall be a "Holder"
of, or a "Certificateholder" with respect to, a Class R Certificate for any
purpose hereof; and (ii) solely for purposes of giving any consent, approval,
direction or waiver pursuant to this Agreement that specifically relates to the
rights, duties and/or obligations hereunder of any of the Depositor, a Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate
Administrator, the Trustee or the Fiscal Agent in its respective capacity as
such (other than any consent, approval or waiver contemplated by Section 3.24),
any Certificate registered in the name of such party or in the name of any
Affiliate thereof 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 specifically relates to such party has been obtained.
The Certificate Registrar shall be entitled to request and conclusively rely
upon a certificate of the Depositor, a 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 "Certificateholders" or "Holders" shall
reflect the rights of Certificate Owners only insofar as they may indirectly
exercise such rights through the Depository and the Depository Participants
(except as otherwise specified herein), it being herein acknowledged and agreed
that the parties hereto shall be required to recognize as a "Certificateholder"
or "Holder" only the Person in whose name a Certificate is registered in the
Certificate Register.

     "Certificate Notional Amount": With respect to any Interest Only
Certificate, as of any date of determination, the then notional principal amount
on which such Certificate accrues interest, equal to the product of (a) the then
Certificate Factor for the Class of Interest Only Certificates to which such
Certificate belongs, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Notional Amount thereof.

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

     "Certificate Principal Balance": With respect to any Principal Balance
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the then Certificate
Factor for the Class of Principal Balance Certificates to which such Certificate
belongs, multiplied by (b) the amount specified on the face of such Certificate
as the initial Certificate Principal Balance thereof.

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

     "Certification Parties": As defined in Section 8.15(b).

     "Certifying Person": As defined in Section 8.15(b).

     "Class": Collectively, all of the Certificates bearing the same alphabetic
or alphanumeric class designation and having the same payment terms.

     "Class A Certificates": The Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 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 portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.


                                      -13-
<PAGE>

     "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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III 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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III 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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III 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-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class A Principal Distribution Cross-Over Date": The first Distribution
Date as of the commencement of business on which (i) two or more Classes of the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates remain
outstanding and (ii) the aggregate of the Class Principal Balances of the 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 P and Class Q Certificates have been reduced to zero
as a result of the allocation of Realized Losses and Additional Trust Fund
Expenses pursuant to Section 4.04(a).

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

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


                                      -14-
<PAGE>

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

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

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

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

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

     "Class Notional Amount": The aggregate hypothetical or notional amount on
which any Class of Interest Only Certificates accrues or is deemed to accrue
interest from time to time, as calculated in accordance with Section 2.17(e).

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

     "Class Principal Balance": The aggregate principal balance of any Class of
Principal Balance Certificates outstanding as of any date of determination. As
of the Closing Date, the Class Principal Balance of each Class of Principal
Balance Certificates shall equal the initial Class Principal Balance thereof. On
each Distribution Date, the Class Principal Balance of each Class of Principal
Balance Certificates shall be (i) reduced by the amount of any distributions of
principal made thereon on such Distribution Date pursuant to Section 4.01, and
(ii) further reduced by the amount of any Realized Losses and Additional Trust
Fund Expenses deemed allocated thereto on such Distribution Date pursuant to
Section 4.04(a); provided, however, that if the Principal Distribution Amount
for such Distribution Date includes any amount described in clause (I)(C) of the
definition of "Principal Distribution Amount" (in respect of recoveries during
the Collection Period related to such Distribution Date of amounts determined to
constitute Nonrecoverable Advances during a Collection Period related to a prior
Distribution Date), then the Class Principal Balances of the respective Classes
of Principal Balance Certificates shall hereby be increased (in the aggregate)
immediately prior to such Distribution Date by the lesser of the amount of
Realized Losses previously allocated thereto and such amount described in such
clause (I)(C) (and, as among the respective Classes of Principal Balance
Certificates, such increase shall be allocated in sequential order (in each case
to the extent of the lesser of the Realized Losses previously allocated thereto
and the remaining unallocated portion of the increase) according to alphabetical
Class designation or, in the case of a Class of Class A Certificates, pro rata
according to the amounts of Realized Losses previously allocated to the
respective Classes of Class A Certificates).

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

     "Class R Certificate": Any of the Certificates with a "Class R" designation
on the face thereof, substantially in the form of Exhibit A-2 attached hereto,
and evidencing ownership of Grantor Trust R.


                                      -15-
<PAGE>

     "Class V Certificate": Any of the Certificates with a "Class V" designation
on the face thereof, substantially in the form of Exhibit A-3 attached hereto,
and evidencing ownership of Grantor Trust V.

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

     "Class X-1 Strip Rate": As defined in Section 2.17(f).

     "Class X-2 Certificate": Any of the Certificates with a "Class X-2"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class X-2 Strip Rate": As defined in Section 2.17(f).

     "Class X-2 Termination Date": With respect to each REMIC III Component of
the Class X-2 Certificates, the Distribution Date that occurs in the month set
forth opposite such REMIC III Component in the Preliminary Statement under the
column entitled "Class X-2 Termination Date for REMIC III Component of Class X-2
Certificates" in the table entitled "REMIC III--Corresponding REMIC II Regular
Interests".

     "Clearstream": Clearstream Banking, societe anonyme or any successor.

     "Closing Date": October 19, 2004.

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

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

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

     "CMSA Comparative Financial Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information as
may from time to time be


                                      -16-
<PAGE>

recommended by the CMSA for commercial mortgage-backed securities transactions
generally and is reasonably acceptable to each Master Servicer and the Special
Servicer. Each CMSA Comparative Financial Status Report shall be based on (1)
the most recent rent roll and (2) to the extent provided to the applicable
Master Servicer or the Special Servicer, (i) in connection with a CMSA
Comparative Financial Status Report relating to quarterly financial information,
trailing 12 months of financial information (non-normalized), if trailing 12
months of financial information was provided to the applicable Master Servicer
or the Special Servicer (as the case may be), or financial information based on
9 months of operating statements or year-to-date financial information, if
trailing 12 months of financial information was not provided to the applicable
Master Servicer or the Special Servicer (as the case may be) and 9 months of
operating statements or year-to-date financial information was provided to the
applicable Master Servicer or the Special Servicer (as the case may be) or (ii)
in connection with a CMSA Comparative Financial Status Report relating to annual
financial information, annual operating statements (if provided to the
applicable Master Servicer or the Special Servicer (as the case may be)),
normalized. To the extent the information described above has been provided to
the applicable Master Servicer or the Special Servicer, each CMSA Comparative
Financial Status Report shall present (among other things called for by the form
of CMSA Comparative Financial Status Report) the occupancy rate, debt service
coverage ratio, net operating income and net cash flow for each Mortgage Loan or
Mortgaged Property covered thereby.

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

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

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

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

     "CMSA Investor Reporting Package": Collectively:

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

          (b) the following supplemental reports: (i) CMSA Delinquent Loan
     Status Report, (ii) CMSA Historical Loan Modification Report, (iii) CMSA
     Historical Liquidation Report, (iv) CMSA REO Status Report, (v) CMSA
     Operating Statement Analysis Report, (vi) CMSA Comparative Financial Status
     Report, (vii) CMSA Servicer Watch List, (viii) CMSA NOI Adjustment
     Worksheet, (ix) CMSA Loan Level Reserve Report, (x) CMSA Reconciliation of
     Funds Report and (xi) CMSA Special Servicer Loan File.


                                      -17-
<PAGE>

     Notwithstanding anything in this Agreement to the contrary, in the event
any of the electronic files listed in clause (a) of this definition or any of
the supplemental reports listed in clause (b) of this definition are amended or
changed in any material respect by the CMSA and placed on the CMSA Website or
otherwise recommended by the CMSA for commercial mortgage-backed securities
transactions generally, so long as such electronic files and such supplemental
reports are reasonably acceptable (as applicable) to each Master Servicer and
the Special Servicer, then same shall be used with respect to the Collection
Period that commences at any time following the date that is three (3) months
following adoption of the form thereof by the CMSA.

     "CMSA Loan Level Reserve Report": A report substantially in the form of,
and containing the information called for in, the "Loan Level Reserve Report" as
adopted by the CMSA and made available at the CMSA Website.

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

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

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

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

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



                                      -18-
<PAGE>

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

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

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

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

     "Code": The Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, be applied to the Trust or the Certificates.

     "Collection Account": The segregated account or accounts created and
maintained by each Master Servicer, pursuant to Section 3.04(a), in trust for
the Certificateholders, which shall be entitled "[name of subject Master
Servicer], as a Master Servicer, on behalf of LaSalle Bank National Association
[or name of any successor Trustee], as Trustee, in trust for the registered
holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, 2004-PWR5, Collection Account".

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

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

     "Companion Note Custodial Account": As defined in Section 3.04(e).

     "Compensating Interest Payment": With respect to any Distribution Date, any
payment made by a Master Servicer or the Certificate Administrator from its own
funds pursuant to Section 3.19(c) to cover Prepayment Interest Shortfalls
incurred during the related Collection Period.

     "Component Notional Amount": The notional amount on which any REMIC III
Component of either Class of Interest Only Certificates accrues interest, which,
as of any date of determination, is equal to the then current Uncertificated
Principal Balance of such REMIC III Component's Corresponding REMIC II Regular
Interest.

     "Condemnation Proceeds": All cash amounts actually Received by the Trust or
on behalf of the Trustee, a Master Servicer or the Special Servicer (including
with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, any such proceeds remitted to the applicable Master Servicer by the
applicable Non-Trust Master


                                      -19-
<PAGE>

Servicer or the applicable Non-Trust Special Servicer pursuant to the related
Mortgage Loan Group Intercreditor Agreement and/or the related Non-Trust
Servicing Agreement) in connection with the taking of all or a part of a
Mortgaged Property or REO Property by exercise of the power of eminent domain or
condemnation, exclusive of any portion thereof applied to the restoration of the
related Mortgaged Property or REO Property (or placed in a reserve account for
that purpose) or required to be released to the related Borrower or any other
third-party in accordance with applicable law and/or the terms and conditions of
the related Mortgage Loan Documents or any other applicable document.

     "Controlling Class": As of any date of determination, the outstanding Class
of Principal Balance Certificates that (a) bears the latest alphabetic Class
designation and (b) has a Class Principal Balance which is not less than 25% of
the initial Class Principal Balance of such Class; provided that if no Class of
Principal Balance Certificates has as of such date of determination a Class
Principal Balance not less than 25% of its initial Class Principal Balance, then
the Controlling Class shall be the then outstanding Class of Principal Balance
Certificates bearing the latest alphabetic Class designation that has a Class
Principal Balance greater than zero; and provided, further, that, for purposes
of this definition, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
Certificates shall be deemed a single Class of Certificates with a "Class A"
designation.

     "Controlling Class Certificateholder": Any Holder of Certificates of the
Controlling Class.

     "Controlling Class Representative": As defined in Section 3.23(a). The
initial Controlling Class Representative shall be Citigroup Alternative
Investments LLC.

     "Corporate Trust Office: The corporate trust office of the Certificate
Administrator or the asset-backed securities trust services office of the
Trustee, as the case may be, at which at any particular time its duties, with
respect to this Agreement shall be administered, which office is as of the
Closing Date located: (i) in the case of the Certificate Administrator, for
Certificate transfer purposes, at Wells Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479; Attn: Corporate Trust Services-Bear
Stearns Commercial Mortgage Securities Inc., 2004-PWR5, and for all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, Bear Stearns Commercial Mortgage Securities Inc.,
2004-PWR5; and (ii) in the case of the Trustee, at 135 South LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services
Group-Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR5.

     "Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the related
Mortgaged Property becoming an REO Property).

     "Corrected Pooled Mortgage Loan": Any Serviced Pooled Mortgage Loan that is
a Corrected Mortgage Loan. Notwithstanding anything to the contrary contained
herein, in no event shall a Non-Trust-Serviced Pooled Mortgage Loan constitute a
Corrected Pooled Mortgage Loan under this Agreement.

     "Corresponding Class of Principal Balance Certificates": With respect to
any REMIC III Component of either Class of Interest Only Certificates, the Class
of Principal Balance Certificates opposite which such REMIC III Component is set
forth in the Preliminary Statement in the table entitled "REMIC
III--Corresponding REMIC II Regular Interests".

     "Corresponding REMIC II Regular Interest(s)": (a) With respect to any Class
of Principal Balance Certificates, the one or more REMIC II Regular Interests
opposite which such Class is set forth in the Preliminary Statement in the table
entitled "REMIC III--Corresponding REMIC II Regular Interests"; (b) with respect
to any REMIC III Component of the Class X-1 Certificates, the REMIC II Regular
Interest opposite which such REMIC III Component is set forth in the Preliminary
Statement in the table entitled "REMIC III--Corresponding REMIC II Regular
Interests"; and (c) with respect to any REMIC III Component of the Class X-2
Certificates, the REMIC II Regular Interest opposite


                                      -20-
<PAGE>

which such REMIC III Component is set forth in the Preliminary Statement in the
table entitled "REMIC III--Corresponding REMIC II Regular Interests".

     "Cross-Collateralized Group": Any group of Mortgage Loans that are
cross-defaulted and cross-collateralized with each other.

     "Cross-Collateralized Mortgage Loan": Any Mortgage Loan, that is, by its
terms, cross-defaulted and cross-collateralized with any other Mortgage Loan;
provided that the Mortgage Loans that are part of any Serviced Mortgage Loan
Group or A/B Mortgage Loan shall not constitute Cross-Collateralized Mortgage
Loans.

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

     "Cut-off Date": With respect to each Mortgage Loan, the Due Date for the
Monthly Payment due on such Mortgage Loan in October 2004 (or, in the case of
any Mortgage Loan that has its first Due Date in November 2004, the date that
would have been its Due Date in October 2004 under the terms of such Mortgage
Loan if a Monthly Payment were scheduled to be due in such month).

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

     "DBRS": Dominion Bond Rating Service, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence, "DBRS" shall
be deemed to refer to such other nationally recognized statistical rating
organization or other comparable Person designated by the Depositor, notice of
which designation shall be given to the other parties hereto, and specific
ratings of DBRS herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated. References herein to "applicable rating
category" (other than such references to "highest applicable rating category")
shall, in the case of DBRS, be deemed to refer to such applicable rating
category of DBRS, without regard to any plus or minus or other comparable rating
qualification.

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

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

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

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

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

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

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


                                      -21-
<PAGE>

     "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 Exchange Act.

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

     "Designated MERS Mortgage": As defined in clause (iii) of the definition of
"Mortgage File".

     "Designated Sub-Servicer": Any Sub-Servicer set forth on Schedule III
hereto and any successor to such Sub-Servicer under the related Designated
Sub-Servicer Agreement.

     "Designated Sub-Servicer Agreement": Any Sub-Servicing Agreement between a
Designated Sub-Servicer and a Master Servicer.

     "Determination Date": With respect to any Distribution Date, the fifth
(5th) Business Day preceding such Distribution Date.

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

     "Discount Rate": As defined in Section 4.01(b).

     "Disqualified Non-United States Tax Person": With respect to any Class R
Certificate, any Non-United States Tax Person or agent thereof other than: (1) a
Non-United States Tax Person that (a) holds such Class R Certificate and, for
purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under
Section 882 of the Code, (b) certifies that it understands that, for purposes of
Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R
Certificate for United States federal income tax purposes, it may incur tax
liabilities in excess of any cash flows generated by such Class R Certificate
and intends to pay taxes associated with holding such Class R Certificate, and
(c) has furnished the Transferor, the Trustee, the Certificate Administrator and
the Tax Administrator with an effective IRS Form W-8ECI or successor form and
has agreed to update such form as required under the applicable Treasury
regulations; or (2) a Non-United States Tax Person that has delivered to the
Transferor, the Trustee, the Certificate Administrator and the Tax Administrator
an opinion of nationally recognized tax counsel to the effect that (x) the
Transfer of such Class R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Class R Certificate will not be disregarded for United States
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 Freddie Mac, a majority of its board of directors is not selected by any
such governmental unit), (ii) a foreign government, international organization,
or any agency or instrumentality of either of the foregoing, (iii) any
organization (except certain farmers' cooperatives described in Section 521 of
the Code) 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


                                      -22-
<PAGE>

electric and telephone cooperatives described in Section 1381 of the Code or (v)
any other Person so designated by the Tax Administrator, based upon an Opinion
of Counsel delivered to the Tax Administrator (but not at the Tax
Administrator's expense) to the effect that the holding of an Ownership Interest
in a Class R Certificate by such Person may cause the Trust or any Person having
an Ownership Interest in any Class of Certificates, other than such Person, to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
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.

     "Disqualified Partnership": Any domestic entity classified as a partnership
under the Code if any of its beneficial owners are Disqualified Non-United
States Tax Persons.

     "Distributable Certificate Interest": With respect to any Class of Regular
Interest Certificates for any Distribution Date, an amount of interest equal to
the amount of Accrued Certificate Interest in respect of such Class of
Certificates for the related Interest Accrual Period, reduced (to not less than
zero) by that portion, if any, of the Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocated to such Class of Certificates as
provided below; provided, however, that if the Class Principal Balance of such
Class of Certificates is deemed to have been increased immediately prior to such
Distribution Date pursuant to the proviso to the definition of "Class Principal
Balance" because the Principal Distribution Amount for such Distribution Date
includes any collections of amounts that (x) had previously been determined to
constitute Nonrecoverable Advances, (y) were reimbursed to a party to this
Agreement from the principal portions of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool in a Collection Period prior to
the one related to such Distribution Date (pursuant to subsection (II)(iv) of
Section 3.05(a)) and (z) were recovered in the Collection Period related to such
Distribution Date, then the Distributable Certificate Interest for such Class
and such Distribution Date shall equal the sum of (i) the amount of the
Distributable Certificate Interest for such Class and Distribution Date,
calculated as otherwise provided above without regard to this proviso, and (ii)
an amount equal to the interest that would have accrued (on a 30/360 Basis), at
the Pass-Through Rate for such Class in effect for such Interest Accrual Period,
on a principal amount equal to the deemed increase in such Class Principal
Balance, during such Interest Accrual Period and each prior Interest Accrual
Period related to a Distribution Date that occurred subsequent to the earliest
Distribution Date on which a Realized Loss was allocated to such Class of
Principal Balance Certificates pursuant to Section 4.04. A portion of the Net
Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date
shall be allocated to each Class of Principal Balance Certificates in an amount
equal to the product of (i) the amount of such Net Aggregate Prepayment Interest
Shortfall and (ii) a fraction, the numerator of which is the Accrued Certificate
Interest for such Class of Principal Balance Certificates for such Distribution
Date and the denominator of which is the aggregate amount of Accrued Certificate
Interest for all Classes of Principal Balance Certificates for such Distribution
Date. No portion of any Net Aggregate Prepayment Interest Shortfall for any
Distribution Date shall be allocated to the Class X-1 or Class X-2 Certificates.

     "Distribution Account": The segregated account or accounts created and
maintained by the Certificate Administrator on behalf of the Trustee, pursuant
to Section 3.04(b), in trust for the Certificateholders, which shall be entitled
"Wells Fargo Bank, National Association [or the name of any successor
Certificate Administrator], as Certificate Administrator, on behalf of LaSalle
Bank National Association [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, 2004-PWR5, Distribution
Account".

     "Distribution Date": The 11th day of any month, or if such 11th day is not
a Business Day, the Business Day immediately following such 11th day, commencing
in November 2004.

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


                                      -23-
<PAGE>

Mortgage Loan, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment on the related Mortgage Loan had been scheduled to be
first due.

     "EDGAR": The Electronic Data Gathering, Analysis, and Retrieval System of
the Commission, which is the computer system for the receipt, acceptance, review
and dissemination of documents submitted to the Commission in electronic format.

     "Eligible Account": Any of (i) an account maintained with a federal or
state chartered depository institution or trust company, the long-term deposit
or long-term unsecured debt obligations of which are rated no less than "Aa2" by
Moody's (or an "Aa3" senior unsecured credit rating by Moody's in the case of
any accounts maintained at LaSalle; provided that if such rating is lowered to
below "Aa3" by Moody's, then the applicable Master Servicer shall move such
applicable account or accounts within thirty (30) days of such downgrade to an
institution that otherwise complies with this definition), "AA-" by Fitch and
"AA (low)" by DBRS (or, if not rated by DBRS, an equivalent rating (such as
those listed above for Moody's and Fitch) by at least two nationally recognized
statistical rating organizations), if the deposits are to be held in the account
for more than thirty (30) days), or the short-term deposit or short-term
unsecured debt obligations of which are rated no less than "P-2" by Moody's,
"F-1" by Fitch and "R-1" by DBRS (or, if not rated by DBRS, an equivalent rating
(such as those listed above for Moody's and Fitch) by at least two nationally
recognized statistical rating organizations), if the deposits are to be held in
the account for thirty (30) days or less, in any event at any time funds are on
deposit therein, (ii) a segregated trust account maintained with the trust
department of a federal or state chartered depository institution or trust
company (which may include the Certificate Administrator or the Trustee) acting
in its fiduciary capacity, and which, in either case, has a combined capital and
surplus of at least $50,000,000 and is subject to supervision or examination by
federal or state authority and to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
(iii) for so long as WFB serves as a Master Servicer under this Agreement, an
account maintained with WFB or Wells Fargo Bank Iowa, N.A., each a wholly-owned
subsidiary of Wells Fargo & Co., provided that subsidiary's or its parent's (A)
commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "P-2" by Moody's and "F-1" by Fitch (if the deposits
are to be held in the account for 30 days or less) or (B) long-term unsecured
debt obligations are rated at least "Aa3" by Moody's and "A+" by Fitch (if the
deposits are to be held in the account for more than 30 days), (iv) for so long
as Midland serves as the Special Servicer under this Agreement, an account or
accounts maintained with PNC Bank, National Association, so long as PNC Bank,
National Association (1) has a long-term unsecured debt rating of at least "A1"
and a short-term rating of at least "P-1" from Moody's and (2) has the
appropriate rating from Fitch specified in clause (i) above; or (v) an account
maintained with any other insured depository institution that is acceptable to
each Rating Agency (as evidenced by written confirmation to the Trustee from
each Rating Agency that the use of such account would not, in and of itself,
result in an Adverse Rating Event with respect to any Class of Rated
Certificates).

     "Emergency Advance": Any Servicing Advance, whether or not it is a
Servicing Advance that, pursuant hereto, the Special Servicer is required to
make or to request a Master Servicer to make, that must be made within five
Business Days of the Special Servicer becoming aware that it must be made in
order to avoid any material penalty, any material harm to a Mortgaged Property
securing a Serviced Mortgage Loan or any other material adverse consequence to
the Trust Fund.

     "Environmental Insurance Policy": With respect to any Mortgaged Property
securing a Serviced Mortgage Loan or any Administered REO Property, any
insurance policy covering pollution conditions and/or other environmental
conditions that is maintained from time to time in respect of such Mortgaged
Property or REO Property, as the case may be, for the benefit of, among others,
the Trustee on behalf of the Certificateholders.

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

     "Escrow Payment": Any payment received by a Master Servicer or the Special
Servicer for the account of the Borrower under any Serviced Mortgage Loan for
application toward the payment of real estate taxes, assessments, insurance
premiums (including with respect to any Environmental Insurance Policy), ground
rents (if applicable) and similar items in respect of the related Mortgaged
Property.


                                      -24-
<PAGE>

     "Euroclear": The Euroclear System or any successor thereto.

     "Event of Default": As defined in Section 7.01(a).

     "Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Pooled
Mortgage Loan or an Administered REO Property (or the proceeds of the final
payment (including any full, partial or discounted payoff) on a defaulted Pooled
Mortgage Loan or a Pooled Mortgage Loan that is a Corrected Mortgage Loan that
were Received by the Trust, net of any and all fees, expenses and costs payable
therefrom), over (b) the sum of (i) the amount needed to pay all principal,
interest (including Additional Interest (if applicable) and Default Interest),
Prepayment Premiums or Yield Maintenance Charges (as applicable) and late
payment charges payable with respect to such Pooled Mortgage Loan or the related
REO Pooled Mortgage Loan, as the case may be (together with, without
duplication, any outstanding Unliquidated Advances in respect of any such
principal or interest), in full, (ii) any other fees that would constitute
Additional Master Servicing Compensation and/or Additional Special Servicing
Compensation, (iii) any related unreimbursed Servicing Advances (together with,
without duplication, outstanding Unliquidated Advances in respect of prior
Servicing Advances), (iv) all unpaid Advance Interest on any related Advances
(but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any
related Liquidation Fee and/or Special Servicing Fees paid or payable in respect
of such Specially Serviced Mortgage Loan or the related REO Pooled Mortgage
Loan, (vi) any other Additional Trust Fund Expenses paid or payable in respect
of such Pooled Mortgage Loan or REO Property, (vii) in the case of any REO
Property relating to a Serviced Mortgage Loan Group, any portion of such Net
Liquidation Proceeds payable to any one or more of the related Serviced
Non-Pooled Mortgage Loan Noteholder(s) and (viii) in the case of any REO
Property relating to any A/B Mortgage Loan, any portion of such Net Liquidation
Proceeds payable to the holder(s) of the related B Note.

     "Excess Liquidation Proceeds Account": The segregated account created and
maintained by the Certificate Administrator in the name of the Trustee pursuant
to Section 3.04(d) in trust for the Certificateholders, which shall be entitled
"LaSalle Bank National Association [or name of any successor Trustee], as
Trustee, in trust for the registered holders of Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, 2004-PWR5,
Excess Liquidation Proceeds Account".

     "Excess Servicing Fees": With respect to each Serviced Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), that portion of the
Master Servicing Fees that accrue at a per annum rate equal to the Excess
Servicing Fee Rate.

     "Excess Servicing Fee Rate": With respect to each Serviced Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), a rate per annum
equal to the annual rate specified as the "Excess Fee Rate" on the Pooled
Mortgage Loan Schedule; provided that such rate shall be subject to reduction at
any time following any resignation of a Master Servicer pursuant to Section 6.04
(if no successor is appointed in accordance with Section 6.04(b)) or any
termination of a Master Servicer pursuant to Section 7.01, to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
appoint a qualified successor Master Servicer (which successor may include the
Trustee) that meets the requirements of Section 7.02.

     "Excess Servicing Fee Right": With respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the right to receive Excess
Servicing Fees. In the absence of any transfer of the Excess Servicing Fee
Right, the related Master Servicer shall be the owner of such Excess Servicing
Fee Right.

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

     "Exemption-Favored Party": Any of (i) Bear, Stearns & Co. Inc., (ii)
Merrill Lynch, Pierce, Fenner & Smith Incorporated, (iii) Morgan Stanley & Co.
Incorporated, (iv) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with Bear,
Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan
Stanley & Co. Incorporated and (v) any member of any underwriting syndicate or
selling group (including Wells Fargo Brokerage Services, LLC) of which any
Person described in clauses (i), (ii), (iii)


                                      -25-
<PAGE>

and (iv) is a manager or co-manager with respect to a Class of Certificates that
is investment grade rated by at least one Rating Agency.

     "Fair Value": With respect to any Specially Designated Defaulted Pooled
Mortgage Loan, the amount that, in the Special Servicer's reasonable judgment,
taking into account the factors set forth in the first sentence of the second
paragraph of Section 3.18(b) and such other factors as the Special Servicer
reasonably deems appropriate, is the fair value of such Mortgage Loan.

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

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

     "Final Distribution Date": The Distribution Date on which the final
distribution is to be made with respect to the Certificates in connection with a
termination of the Trust Fund pursuant to Article IX.

     "Final Recovery Determination": A determination by the Special Servicer
with respect to any Specially Serviced Mortgage Loan, Corrected Mortgage Loan or
Administered REO Property, or by the applicable Master Servicer with respect to
a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, that
there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer
or such Master Servicer has determined, in accordance with the Servicing
Standard, will be ultimately Received by the Trust; provided that the term Final
Recovery Determination shall not apply to: (i) a Mortgage Loan that was paid in
full (including by means of a payoff on behalf of the Borrower, or the purchase
of such Mortgage Loan, by a mezzanine lender or another creditor of the related
Borrower in connection with a Mortgage Loan default, as set forth in the related
intercreditor agreement) or (ii) a Mortgage Loan or REO Property, as the case
may be, that was purchased by (a) any Pooled Mortgage Loan Seller pursuant to
the related Pooled Mortgage Loan Purchase Agreement, (b) a Purchase Option
Holder or its assignee pursuant to Section 3.18, (c) any Controlling Class
Certificateholder(s), a Master Servicer or the Special Servicer pursuant to
Section 9.01, or (d) any party with a purchase option in respect of a
Non-Trust-Serviced Pooled Mortgage Loan pursuant to the related Mortgage Loan
Group Intercreditor Agreement and/or the related Non-Trust Servicing Agreement;
and provided, further, that, for purposes of making any such determination with
respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, the applicable Master Servicer shall be entitled to rely on, and shall
be required to follow, any comparable determination made by the related
Non-Trust Master Servicer or the related Non-Trust Special Servicer.

     "Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking corporation, or
any successor appointed as provided herein.

     "Fiscal Agent Agreement": As defined in Section 8.13.

     "Fitch": Fitch, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "Fitch" shall be deemed to refer
to such other nationally recognized statistical rating organization or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of Fitch,
be deemed to refer to such applicable rating category of Fitch, without regard
to any plus or minus or other comparable rating qualification.

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

     "GAAP": Generally accepted accounting principles in the United States.

     "Global Certificates": The Rule 144A Global Certificates and the Regulation
S Global Certificates, collectively.


                                      -26-
<PAGE>

     "Grantor Trust": A grantor trust as defined under Subpart E of Part 1 of
Subchapter J of the Code.

     "Grantor Trust Pool": Either of Grantor Trust V or Grantor Trust R.

     "Grantor Trust Provisions": Subpart E of Part I of Subchapter J of the
Code, including Treasury Regulations Section 301.7701-4(c)(2).

     "Grantor Trust R": The Grantor Trust designated as such in Section 2.18(b).

     "Grantor Trust V": The Grantor Trust designated as such in Section 2.18(a).

     "Ground Lease": The ground lease pursuant to which any Borrower holds a
leasehold interest in the related Mortgaged Property, together with any
estoppels or other agreements executed and delivered by the ground lessor in
favor of the lender under the related Mortgage Loan(s).

     "Group Environmental Insurance Policy": Any Environmental Insurance Policy
that is maintained from time to time in respect of more than one Mortgaged
Property or REO Property.

     "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including 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
asbestos and asbestos-containing materials, polychlorinated biphenyls ("PCBs"),
radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification which would, if classified as unusable, be included in
the foregoing definition.

     "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, each Pooled Mortgage
Loan Seller, each Master Servicer, the Special Servicer, the Certificate
Administrator, the Tax Administrator, the Trustee, the Fiscal Agent, each
Non-Trust Master Servicer (insofar as the relevant matter involves the related
Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with one or
more other Pooled Mortgage Loans)), each Non-Trust Special Servicer (insofar as
the relevant matter involves the related Non-Trust-Serviced Pooled Mortgage Loan
(whether alone or together with one or more other Pooled Mortgage Loans)), the
Controlling Class Representative 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, any Pooled Mortgage Loan Seller, either Master
Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee, the Fiscal Agent, any Non-Trust Master Servicer
(insofar as the relevant matter involves the related Non-Trust-Serviced Pooled
Mortgage Loan), any Non-Trust Special Servicer (insofar as the relevant matter
involves the related Non-Trust-Serviced Pooled Mortgage Loan), the Controlling
Class Representative or any Affiliate thereof, and (iii) is not connected with
the Depositor, any Pooled Mortgage Loan Seller, either Master Servicer, the
Special Servicer, the Certificate Administrator, the Tax Administrator, the
Trustee, the Fiscal Agent, any Non-Trust Master Servicer (insofar as the
relevant matter involves the related Non-Trust-Serviced Pooled Mortgage Loan),
any Non-Trust Special Servicer (insofar as the relevant matter involves the
related Non-Trust-Serviced Pooled Mortgage Loan), the Controlling Class
Representative 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, any Pooled Mortgage Loan Seller, either Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, any Non-Trust Master Servicer, any
Non-Trust Special Servicer, the Controlling Class Representative 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, such Pooled Mortgage
Loan Seller, such Master Servicer, the Special Servicer, the Trustee, such
Fiscal Agent, such Non-Trust Master Servicer, such Non-trust Special Servicer,
the Controlling Class Representative or any such Affiliate thereof, as the case
may be, provided that such ownership constitutes less than 1% of the total
assets owned by such Person.

     "Independent Contractor": (a) Any Person that would be an "independent
contractor" with respect to any REMIC Pool within the meaning of Section
856(d)(3) of the Code if such REMIC Pool were a real estate investment trust


                                      -27-
<PAGE>

(except that the ownership test set forth in that section shall be considered to
be met by any Person that owns, directly or indirectly, 35% or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to either Master
Servicer, the Special Servicer, the Trustee or the Trust, delivered to the
Trustee), provided that (i) the Trust does not receive or derive any income from
such Person and (ii) the relationship between such Person and the Trust is at
arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an Opinion
of Counsel, which shall be at no expense to the Trustee or the Trust, to the
effect that the taking of any action in respect of any Administered 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
Administered 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 Administered REO Property to fail to qualify as Rents from Real
Property.

     "Initial Pool Balance": The aggregate Cut-off Date Principal Balance of all
the Original Pooled Mortgage Loans.

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

     "Institutional Accredited Investor": An "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or any entity in which all of the equity owners come within such paragraphs.

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

     "Insurance Proceeds": Proceeds paid under any Insurance Policy and received
by or on behalf of the Trustee, a Master Servicer, the Special Servicer
(including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property, any such proceeds remitted to the applicable Master
Servicer by the applicable Non-Trust Master Servicer or the applicable Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement), to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
REO Property (or placed in a reserve account for that purpose) or released to
the related Borrower or any other third-party pursuant to the terms of the
related Mortgage or lease, in accordance with the Servicing Standard.

     "Insured Environmental Event": As defined in Section 3.07(c).

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

     "Interest Accrual Period": With respect to any REMIC I Regular Interest,
any REMIC II Regular Interest, any Class of Regular Interest Certificates or any
particular REMIC III Component of a Class of Interest Only Certificates, for any
Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs.

     "Interest Only Certificates": Collectively, the Class X-1 and Class X-2
Certificates.

     "Interest Reserve Account": The segregated account (or sub-account of the
Distribution Account) created and maintained by the Certificate Administrator on
behalf of the Trustee, pursuant to Section 3.04(c), in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank, National
Association [or the name of any successor


                                      -28-
<PAGE>

Certificate Administrator], as Certificate Administrator, on behalf of LaSalle
Bank National Association [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, 2004-PWR5, Interest Reserve
Account".

     "Interest Reserve Amount": With respect to each Pooled Mortgage Loan that
is an Interest Reserve Loan (or the related successor REO Pooled Mortgage Loan),
for any Distribution Date that occurs during February of 2005 or February of any
year thereafter or during January of 2005 or January of any year thereafter that
is not a leap year, an amount equal to one day's interest accrued at the related
Net Mortgage Rate on the related Stated Principal Balance as of the end of the
Collection Period related to such Distribution Date (or, in the case of the
World Apparel Center Pooled Mortgage Loan or any Pooled Mortgage Loan for which
the Due Date is on the 5th day or 10th day of each month, as of the Due Date in
the month in which such Distribution Date occurs), but prior to giving effect to
the application of any amounts due on the Due Date occurring in such Collection
Period (or, in the case of the World Apparel Center Pooled Mortgage Loan or any
Pooled Mortgage Loan for which the Due Date is on the 5th day or 10th day of
each month, due on the Due Date in the month in which such Distribution Date
occurs), to the extent that a Monthly Payment is Received by the Trust with
respect to such Interest Reserve Loan for the related Due Date in the same month
as such Distribution Date on or before the related Master Servicer Remittance
Date or a P&I Advance is made under this Agreement with respect to such Interest
Reserve Loan by such Distribution Date. For purposes of calculating Interest
Reserve Amounts, the Net Mortgage Rate for each Interest Reserve Loan shall be
the Net Mortgage Rate as of the Closing Date, without regard to any
modifications, extensions, waivers or amendments of such Interest Reserve Loan
subsequent to the Closing Date (whether entered into by the applicable Master
Servicer, the Special Servicer, any applicable Non-Trust Master Servicer or any
applicable Non-Trust Special Servicer or in connection with any bankruptcy,
insolvency or other similar proceeding involving the related Borrower).

     "Interest Reserve Loan": Any Pooled Mortgage Loan that is an Actual/360
Mortgage Loan (or any successor REO Pooled Mortgage Loan with respect thereto).

     "Investment Account": Each of the Collection Accounts, the Companion Note
Custodial Accounts, the Servicing Accounts, the Reserve Accounts, the REO
Accounts, the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account.

     "Investment Company Act": The Investment Company Act of 1940, as amended.

     "Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.

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

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

     "LaSalle": LaSalle Bank National Association or its successor in interest.

     "Late Collections": (a) With respect to any Pooled Mortgage Loan, all
amounts Received by the Trust thereon during any Collection Period, whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which (as applied under Section 1.03) represent collections of the
principal and/or interest portions of a Monthly Payment (other than a Balloon
Payment) or an Assumed Monthly Payment in respect of such Pooled Mortgage Loan
due or deemed due on a Due Date in a previous Collection Period (or, in the case
of the World Apparel Center Pooled Mortgage Loan or any Pooled Mortgage Loan for
which the Due Date is on the 5th day or 10th day of each month, due or deemed
due on the Due Date in the calendar month preceding the month in which such
Collection Period ends) or on a Due Date during or prior to the month of the
Cut-off Date for such Pooled Mortgage Loan, and not previously Received by the
Trust; and (b) with respect to any REO Pooled Mortgage Loan, all amounts
Received by the Trust in connection with the related REO Property during any
Collection Period, whether as Insurance Proceeds,


                                      -29-
<PAGE>

Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
(as applied under Section 1.03) represent collections of the principal and/or
interest portions of a Monthly Payment (other than a Balloon Payment) or an
Assumed Monthly Payment in respect of the predecessor Pooled Mortgage Loan or
the principal and/or interest portions of an Assumed Monthly Payment in respect
of such REO Pooled Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period (or, in the case of the World Apparel Center Pooled Mortgage
Loan or any Pooled Mortgage Loan for which the Due Date is on the 5th day or
10th day of each month, due or deemed due on the Due Date in the calendar month
preceding the month in which such Collection Period ends) and not previously
Received by the Trust. Late Collections do not include Default Charges.

     "Latest Possible Maturity Date": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest or any Class of Regular Interest
Certificates, the "latest possible maturity date" thereof, calculated solely for
purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).

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

     "Lincoln Square Intercreditor Agreement": That certain Intercreditor
Agreement, dated as of June 1, 2004, by and among BSCMI, as lead lender, BSCMI,
as loan 2 lender and BSCMI, as loan 3 lender.

     "Lincoln Square Loan Group": The Lincoln Square Pooled Mortgage Loan and
the Lincoln Square Non-Pooled Pari Passu Companion Loans, together.

     "Lincoln Square Mortgaged Property": The Mortgaged Property identified on
the Pooled Mortgage Loan Schedule as "Lincoln Square".

     "Lincoln Square Non-Pooled Pari Passu Companion Loans": The two mortgage
loans, with original principal balances in the amount of $60,000,000 and
$50,000,000, respectively, that are secured by the same Mortgage encumbering the
Lincoln Square Mortgaged Property as the Lincoln Square Pooled Mortgage Loan and
are pari passu in right of payment with the Lincoln Square Pooled Mortgage Loan.
The Lincoln Square Non-Pooled Pari Passu Companion Loans are not "Pooled
Mortgage Loans" or part of the Trust Fund, any REMIC Pool or either Grantor
Trust Pool.

     "Lincoln Square Pooled Mortgage Loan": The Pooled Mortgage Loan secured by
the Lincoln Square Mortgaged Property.

     "Liquidation Event": (a) 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 or replaced by a Pooled Mortgage Loan Seller pursuant to the
related Pooled Mortgage Loan Purchase Agreement, as contemplated by Section
2.03, (iv) such Mortgage Loan is purchased by the Special Servicer, the Majority
Controlling Class Certificateholder(s) or any assignee of either of them
pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any Controlling
Class Certificateholder(s), a Master Servicer or the Special Servicer pursuant
to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01, (vii) such Mortgage Loan is paid off or purchased by the holder of a
related mezzanine loan or another creditor of the Borrower in connection with a
Mortgage Loan default, if so permitted and set forth in the related
intercreditor agreement, or (viii) in the case of a Non-Trust-Serviced Pooled
Mortgage Loan, such Mortgage Loan is purchased by a holder of a purchase option
with respect thereto pursuant to the related Non-Trust Servicing Agreement
and/or the related Mortgage Loan Group Intercreditor Agreement; and (b) with
respect to any REO Property (and the related REO Mortgage Loan), any of the
following events: (i) a Final Recovery Determination is made with respect to
such REO Property, (ii) such REO Property is repurchased or replaced by a Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan Purchase
Agreement, as contemplated by Section 2.03, (iii) such REO


                                      -30-
<PAGE>

Property is purchased by a Master Servicer, the Special Servicer or any
Controlling Class Certificateholder(s) pursuant to Section 9.01, or (iv) such
REO Property is acquired by the Sole Certificateholder(s) in exchange for all of
the Certificates pursuant to Section 9.01.

     "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to Section 3.09 or Section 3.18
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

     "Liquidation Fee": The fee designated as such in, and payable to the
Special Servicer in connection with certain events in respect of a Specially
Serviced Mortgage Loan or an REO Property pursuant to, Section 3.11(c).

     "Liquidation Fee Rate": With respect to each Specially Serviced Mortgage
Loan or REO Property as to which a Liquidation Fee is payable, (i) 1.0%, if the
outstanding principal balance of such Specially Serviced Mortgage Loan or the
deemed outstanding principal balance of the related REO Mortgage Loan, as the
case may be, is less than $20 million at the time such Liquidation Fee is so
payable, or (ii) 0.75% if the outstanding principal balance of such Specially
Serviced Mortgage Loan or the deemed outstanding principal balance of the
related REO Mortgage Loan, as the case may be, is greater than or equal to $20
million at the time such Liquidation Fee is so payable.

     "Liquidation Proceeds": All cash amounts (other than Insurance Proceeds,
Condemnation Proceeds and REO Revenues) Received by the Trust in connection
with: (i) the liquidation of a Mortgaged Property, REO 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 Borrower in accordance
with applicable law and/or the terms and conditions of the related Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment obtained against
a Borrower; (iii) the purchase of a Specially Designated Defaulted Pooled
Mortgage Loan by the Special Servicer, the Majority Controlling Class
Certificateholder(s) or any assignee of either of them pursuant to Section 3.18;
(iv) the repurchase or replacement of a Pooled Mortgage Loan or REO Property by
a Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the
purchase of a Pooled Mortgage Loan or REO Property by a Master Servicer, the
Special Servicer and/or any Controlling Class Certificateholder(s) pursuant to
Section 9.01; (vi) the acquisition of any Pooled Mortgage Loan or REO Property
by the Sole Certificateholder(s) in exchange for all the Certificates pursuant
to Section 9.01; (vii) the purchase of a Non-Trust-Serviced Pooled Mortgage Loan
by any holder of a purchase option with respect thereto pursuant to the related
Non-Trust Servicing Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement; or (viii) the payoff or purchase of a Pooled Mortgage
Loan or REO Property by the holder of a related mezzanine loan or another
creditor of the Borrower in connection with a Mortgage Loan default, if so
permitted and set forth in the related intercreditor agreement.

     "Majority Controlling Class Certificateholder(s)": As of any date of
determination, any single Holder or group of Holders of Certificates
representing a majority of the Voting Rights allocated to the Class of Principal
Balance Certificates that constitutes, or the Classes of Principal Balance
Certificates that constitute, the Controlling Class as of such date of
determination.

     "Master Servicer": With respect to any Mortgage Loan and any REO Property
acquired in respect thereof, either (a) if such Mortgage Loan is a PMCF Pooled
Mortgage Loan, PAR, or any successor thereto appointed as provided herein, or
(b) if such Mortgage Loan is a BSCMI Pooled Mortgage Loan, a WFB Pooled Mortgage
Loan or a Nationwide Pooled Mortgage Loan, WFB, or any successor thereto
appointed as provided herein. Any reference herein to a "Master Servicer"
hereunder (including Articles VI and VII hereof) shall, if such Master Servicer
is the one described by clause (a) of this definition, also be construed to
refer to the Servicer Report Administrator to the extent of the rights granted
to and obligations imposed on the Servicer Report Administrator under this
Agreement.

     "Master Servicer Remittance Amount": With respect to either Master Servicer
for any Master Servicer Remittance Date, an amount equal to (a) all amounts on
deposit in such Master Servicer's Collection Account as of 11:00


                                      -31-
<PAGE>

a.m., New York City time, on such Master Servicer Remittance Date, net of (b)
any portion of the amounts described in clause (a) of this definition that
represents one or more of the following: (i) collected Monthly Payments with
respect to any Pooled Mortgage Loan that are due on a Due Date following the end
of the related Collection Period (or, in the case of the World Apparel Center
Pooled Mortgage Loan or any Pooled Mortgage Loan for which the Due Date is on
the 5th day or 10th day of each month, due on a Due Date occurring in a month
that is subsequent to the month in which such Collection Period ends), (ii) to
the extent not covered by clause (i) above, any payments of principal (including
Principal Prepayments) and interest (including Post-ARD Additional Interest),
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by
the Trust with respect to any Pooled Mortgage Loan or REO Property after the end
of the related Collection Period (or, in the case of the World Apparel Center
Pooled Mortgage Loan due on a Due Date occurring in a month that is subsequent
to the month in which such Collection Period ends), (iii) any Prepayment
Premiums and/or Yield Maintenance Charges Received by the Trust with respect to
any Pooled Mortgage Loan or successor REO Pooled Mortgage Loan with respect
thereto after the end of the related Collection Period, (iv) any Excess
Liquidation Proceeds, (v) any amounts payable or reimbursable to any Person from
such Collection Account pursuant to clauses (ii) through (xxi) of Section
3.05(a), and (vi) any amounts deposited in such Collection Account in error;
provided that the Master Servicer Remittance Amount with respect to each Master
Servicer for the Master Servicer Remittance Date that occurs in the same
calendar month as the anticipated Final Distribution Date shall be calculated
without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of this
definition.

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

     "Master Servicing Fee": With respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the fee designated as such
and payable to the applicable Master Servicer pursuant to Section 3.11(a).

     "Master Servicing Fee Rate": With respect to (i) each Pooled Mortgage Loan
(other than a Non-Trust-Serviced Mortgage Loan) and any successor REO Pooled
Mortgage Loan with respect thereto, a rate per annum equal to (a) the rate per
annum specified as the "Administrative Fee Rate" on the Pooled Mortgage Loan
Schedule, minus (b) the sum of (x) the Servicer Report Administrator Fee Rate
and (y) the Trustee Fee Rate; and (ii) each Non-Trust Serviced Pooled Mortgage
Loan, a rate per annum equal to three basis points (0.03%).

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

     "Material Document Defect": With respect to any Pooled Mortgage Loan, any
Document Defect that materially and adversely affects the interests of the
Certificateholders, or any of them, with respect to the affected Pooled Mortgage
Loan, including but not limited to a material and adverse effect on any of the
distributions payable with respect to any of the Certificates or on the value of
such Certificates. Notwithstanding the foregoing, the absence of a Specially
Designated Mortgage Loan Document following the date on which such Specially
Designated Mortgage Loan Document is required to be delivered to the Trustee as
described in Section 2.01(d) shall also constitute a Material Document Defect.

     "MERS": Mortgage Electronic Registration Systems, Inc.

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

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

          (b) except as expressly contemplated by the related Mortgage Loan
     Documents, results in a release of the lien of the Mortgage on any material
     portion of the related Mortgaged Property without a


                                      -32-
<PAGE>

     corresponding Principal Prepayment in an amount, or the delivery of
     substitute real property collateral with a fair market value (as is), that
     is not less than the fair market value (as is) of the property to be
     released, as determined by an Appraisal delivered to the Special Servicer
     (at the expense of the related Borrower and upon which the Special Servicer
     may conclusively rely); or

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

     "Monthly Additional Report on Recoveries and Reimbursements": With respect
to each Collection Period, a report, in the form of Exhibit E-1 (or such form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer, the Special Servicer, the Servicer Report
Administrator, the Trustee and the Certificate Administrator) that identifies
the following with respect to such Collection Period, in all cases both on a
loan-by-loan basis and in the aggregate:

          (a) the amount of any Advance (and accrued and unpaid Advance Interest
     thereon) that became a Workout-Delayed Reimbursement Amount during such
     Collection Period;

          (b)(i) the amount of any Workout-Delayed Reimbursement Amount that was
     reimbursed to a Master Servicer, the Special Servicer, the Trustee or the
     Fiscal Agent during such Collection Period, (ii) the extent to which any
     reimbursement of a Workout-Delayed Reimbursement Amount made during such
     Collection Period was made from principal advances and collections on the
     related Mortgage Loan received during such Collection Period as
     contemplated by subsection (iii) of Section 3.05(a)(II), (iii) the extent
     to which any reimbursement of a Workout-Delayed Reimbursement Amount made
     during such Collection Period was made from principal advances and
     collections on the remainder of the Mortgage Pool received during such
     Collection Period as contemplated by subsection (iii) of Section
     3.05(a)(II) and (iv) the amount of any related Unliquidated Advances;

          (c)(i) the amount of any Unliquidated Advances recovered from the
     related Borrower or otherwise from the proceeds of the related Mortgage
     Loan or REO Property on behalf of the Trust during the current Collection
     Period and (ii) the extent to which any such recovery constitutes an amount
     described by clause (I)(B) of the definition of "Principal Distribution
     Amount";

          (d)(i) the amount of any Unliquidated Advance that became a
     Nonrecoverable Advance in the current Collection Period, and (ii) the
     amount of any Workout-Delayed Reimbursement Amount that arose in a prior
     Collection Period, was not reimbursed to a Master Servicer, the Special
     Servicer, the Trustee or the Fiscal Agent in the current or a prior
     Collection Period (and therefore had not become an Unliquidated Advance)
     but which has became a Nonrecoverable Advance in the current Collection
     Period;

          (e) the amount of any Advance (and accrued and unpaid Advance Interest
     thereon), other than an amount described in clause (d) above, that became a
     Nonrecoverable Advance during such Collection Period;

          (f)(i) the amount of any Nonrecoverable Advance (and accrued and
     unpaid Advance Interest thereon) that was reimbursed to a Master Servicer,
     the Special Servicer, the Trustee or the Fiscal Agent during the current
     Collection Period, and (ii) the extent (if any) to which any reimbursement
     of a Nonrecoverable Advance (and accrued and unpaid Advance Interest
     thereon) was made from principal advances and collections on the Mortgage
     Pool received during such Collection Period as contemplated by subsection
     (iv) of Section 3.05(a)(II);

          (g)(i) the amount of any Advance reimbursed to a Master Servicer, the
     Special Servicer, the Trustee or the Fiscal Agent as a Nonrecoverable
     Advance in a prior Collection Period but recovered from the related
     Borrower or otherwise from the proceeds of the related Mortgage Loan or REO
     Property on behalf of the


                                      -33-
<PAGE>

     Trust during the current Collection Period (notwithstanding that it was
     previously determined to constitute a Nonrecoverable Advance) and (ii) the
     extent to which any such amount is an amount described by clause (I)(C) of
     the definition of "Principal Distribution Amount"; and

          (h) a reconciliation of Advance Interest that was a component of any
     Workout-Delayed Reimbursement Amount or of any Nonrecoverable Advance, any
     Default Charges collected during the related Collection Period and the
     amount of Default Charges that were applied to pay such Advance Interest.

     The preparation of each Monthly Additional Report on Recoveries and
Reimbursements shall constitute a responsibility of the applicable Master
Servicer and shall not constitute a responsibility of any other party. Each CMSA
Loan Periodic Update File prepared by a Master Servicer shall be accompanied by
a Monthly Additional Report on Recoveries and Reimbursements. Notwithstanding
anything in this Agreement to the contrary, the applicable Master Servicer shall
not be required to deliver a Monthly Additional Report on Recoveries and
Reimbursements (and the relevant CMSA Loan Periodic Update File need not be
accompanied by any such report) with respect to any Collection Period for which
all of the entries in the report would be "zero" or "not applicable."

     "Monthly Payment": With respect to any Mortgage Loan, as of any Due Date,
the scheduled monthly debt service payment (or, in the case of an ARD Mortgage
Loan after its Anticipated Repayment Date, the minimum monthly debt service
payment required to be paid on a current basis) on such Mortgage Loan that is
actually payable by the related Borrower 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
Borrower or by reason of a modification, extension, waiver or amendment granted
or agreed to by the applicable Master Servicer or the Special Servicer pursuant
to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
by the applicable Non-Trust Master Servicer or the applicable Non-Trust Special
Servicer pursuant to the relevant Non-Trust Servicing Agreement)), including any
Balloon Payment payable in respect of such Mortgage Loan on such Due Date;
provided that the Monthly Payment due in respect of any Mortgage Loan shall not
include Default Interest; and provided, further, that the Monthly Payment due in
respect of any ARD Mortgage Loan after its Anticipated Repayment Date shall not
include Additional Interest.

     "Moody's": Moody's Investors Service, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence, "Moody's"
shall be deemed to refer to such other nationally recognized statistical rating
organization or other comparable Person designated by the Depositor, notice of
which designation shall be given to the other parties hereto, and specific
ratings of Moody's herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated. References herein to "applicable rating
category" (other than such references to "highest applicable rating category")
shall, in the case of Moody's, be deemed to refer to such applicable rating
category of Moody's, without regard to any plus or minus or other comparable
rating qualification.

     "Mortgage": With respect to any Mortgage Loan, separately and collectively,
as the context may require, each mortgage, deed of trust, deed to secure debt or
similar document that secures the related Mortgage Note and creates a lien on
the related Mortgaged Property.

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

          (i) the original executed Mortgage Note, endorsed (either on the face
     thereof or pursuant to a separate allonge) "Pay to the order of LaSalle
     Bank National Association, as Trustee for the registered holders of Bear
     Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, 2004-PWR5, without recourse, representation or
     warranty" or in blank, and further showing a complete, unbroken chain of
     endorsement from the originator; or alternatively, if the original executed
     Mortgage Note has been lost, a lost note affidavit and indemnity with a
     copy of such Mortgage Note;

          (ii) an original or a copy of the Mortgage, together with originals or
     copies of any and all intervening assignments thereof prior to the
     assignment to the Trustee, in each case (unless the particular item has


                                      -34-
<PAGE>

     been delivered to but not returned from the applicable recording office)
     with evidence of recording indicated thereon; provided that if the original
     (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, a copy) of
     the Mortgage cannot be delivered with evidence of recording thereon on or
     prior to the 90th day following the Closing Date because of a delay caused
     by the public recording office where such original Mortgage has been
     delivered for recordation, or because the public recording office retains
     the original or because such original Mortgage has been lost, there shall
     be delivered to the Trustee or a Custodian on its behalf a true and correct
     copy of such Mortgage, together with (A) in the case of a delay caused by
     the public recording office, an Officer's Certificate of the applicable
     Pooled Mortgage Loan Seller stating that such original Mortgage has been
     sent to the appropriate public recording official for recordation or (B) in
     the case of an original Mortgage that has been lost after recordation or
     retained by the appropriate public recording office, a certification by the
     appropriate county recording office where such Mortgage is recorded that
     such copy is a true and complete copy of the original recorded Mortgage;

          (iii) the original or a copy of any related Assignment of Leases (if
     any such item is a document separate from the Mortgage) and, if applicable,
     the originals or copies of any intervening assignments thereof showing a
     complete chain of assignment from the originator of the Mortgage Loan to
     the most recent assignee of record thereof prior to the Trustee (which, in
     the case of each related Mortgage that has been recorded in the name of
     MERS or its designee (each such Mortgage a "Designated MERS Mortgage"), may
     be MERS), if any, in each case (unless the particular item has not been
     returned from the applicable recording office) with evidence of recording
     thereon;

          (iv) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
     an original executed assignment, in recordable form (except for recording
     information not yet available if the instrument being assigned has not been
     returned from the applicable recording office), of (A) the Mortgage and (B)
     any related Assignment of Leases (if such item is a document separate from
     the Mortgage), in favor of "LaSalle Bank National Association, in its
     capacity as Trustee for the registered holders of Bear Stearns Commercial
     Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
     Series 2004-PWR5" (or, in each case, a copy thereof, certified to be the
     copy of such assignment submitted for recording); provided, however, that,
     if the related Mortgage is a Designated MERS Mortgage, no assignment of
     Mortgage or any related Assignment of Leases in favor of the Trustee will
     be required to be prepared or delivered and instead, the related Pooled
     Mortgage Loan Seller shall take all actions as are necessary to cause the
     Trustee to be shown as, and the Trustee shall take all actions necessary to
     confirm that it is shown as, the owner of the related Mortgage on the
     records of MERS for purposes of the system of recording transfers of
     beneficial ownership of mortgages maintained by MERS;

          (v) an original or a copy of any related Security Agreement (if such
     item is a document separate from the Mortgage) and, if applicable, the
     originals or copies of any intervening assignments thereof showing a
     complete chain of assignment from the originator of the Mortgage Loan to
     the most recent assignee of record thereof prior to the Trustee (which, in
     the case of a Designated MERS Mortgage, may be MERS), if any;

          (vi) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
     an original assignment of any related Security Agreement (if such item is a
     document separate from the Mortgage) executed by the most recent assignee
     of record thereof prior to the Trustee or, if none, by the originator, in
     favor of "LaSalle Bank National Association, in its capacity as Trustee for
     the registered holders of Bear Stearns Commercial Mortgage Securities Inc.,
     Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5", which
     assignment may (in any case) be included as part of the corresponding
     assignment of Mortgage referred to in clause (iv) above; provided, however,
     that, if the related Mortgage is a Designated MERS Mortgage, no assignment
     of a related Security Agreement in favor of the Trustee will be required to
     be prepared or delivered and instead, the related Pooled Mortgage Loan
     Seller shall take all actions as are necessary to cause the Trustee to be
     shown as, and the Trustee shall take all actions necessary to confirm that
     it is shown as, the owner of the related Mortgage on the records of MERS
     for purposes of the system of recording transfers of beneficial ownership
     of mortgages maintained by MERS;


                                      -35-
<PAGE>

          (vii) originals or copies of any assumption, modification, written
     assurance, consolidation, extension and substitution agreements, if any,
     with evidence of recording thereon if the applicable document or instrument
     being modified or assumed, was recorded (unless the particular item has not
     been returned from the applicable recording office), in those instances
     where the terms or provisions of the Mortgage, Mortgage Note or any related
     security document have been materially modified or the Mortgage Loan has
     been assumed;

          (viii) the original or a copy of the policy or certificate of lender's
     title insurance issued in connection with such Mortgage Loan (or, if the
     policy has not yet been issued, an original or copy of a written commitment
     "marked-up" at the closing of such Mortgage Loan, interim binder or the pro
     forma title insurance policy, in each case evidencing a binding commitment
     to issue such policy);

          (ix) (A) filed copies (with evidence of filing) of any prior effective
     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 related Pooled Mortgage Loan Seller had possession of such UCC
     Financing Statements prior to the Closing Date) and (B) except in the case
     of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment
     thereof, in form suitable for filing, in favor of "LaSalle Bank National
     Association, in its capacity as Trustee for the registered holders of Bear
     Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, 2004-PWR5"; provided, however, that if the
     related Mortgage is a Designated MERS Mortgage, no UCC Financing Statement
     in favor of the Trustee will be required to be prepared or delivered;

          (x) if a material portion of the interest of the Borrower in the
     related Mortgaged Property consists of a leasehold interest, the original
     or a copy of the Ground Lease relating to such Mortgage Loan, together with
     a notice to the related ground lessor of the transfer of the Mortgage Loan
     to the Trust or the Trustee on its behalf;

          (xi) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
     any original documents not otherwise described in the preceding clauses of
     this definition relating to, evidencing or constituting Additional
     Collateral (except that in the case of any such documents in the form of a
     Letter of Credit, either (x) the "Mortgage File" shall contain the original
     of such Letter of Credit or (y) the "Mortgage File" shall contain copies of
     such Letter of Credit and the original if any shall be delivered to the
     applicable Master Servicer) and, if applicable, the originals or copies of
     any intervening assignments thereof;

          (xii) an original or a copy of the loan agreement, if any, related to
     such Mortgage Loan;

          (xiii) an original or a copy of the related guaranty of payment under
     such Mortgage Loan, if any;

          (xiv) an original or a copy of the lock-box agreement or cash
     management agreement relating to such Mortgage Loan, if any;

          (xv) an original or a copy of the environmental indemnity from the
     related Borrower or other party, if any;

          (xvi) an original or a copy of any intercreditor agreement or similar
     agreement relating to such Mortgage Loan (including, in the case of each
     Non-Trust-Serviced Pooled Mortgage Loan, the related Mortgage Loan Group
     Intercreditor Agreement);

          (xvii) an original or a copy of any management agreement with respect
     to the related Mortgaged Property if the manager thereunder is not an
     Affiliate of the Borrower and the initial Stated Principal Balance of such
     Mortgage Loan is greater than $20,000,000;


                                      -36-
<PAGE>

          (xviii) an original or a copy of any master operating lease with
     respect to the related Mortgaged Property;

          (xix) an original or a copy of any related Environmental Insurance
     Policy;

          (xx) if the related Mortgaged Property is a hospitality property that
     is subject to a franchise or similar arrangement, (a) an original or a copy
     of any franchise or similar agreement and (b) either (i) a signed copy of
     the comfort letter delivered by the franchisor or similar person for the
     benefit of the holder of the Mortgage Loan in connection with the Pooled
     Mortgage Loan Seller's origination or acquisition of the Mortgage Loan,
     together with such instrument(s) of notice or transfer (if any) as are
     necessary to transfer or assign to the Trust or the Trustee the benefits of
     such comfort letter, or (ii) a copy of the comfort letter delivered by the
     franchisor or similar person for the benefit of the holder of the Mortgage
     Loan in connection with such origination or acquisition of the Mortgage
     Loan, together with a signed copy or a fax copy of a new comfort letter (in
     substantially the same form and substance as the comfort letter delivered
     in connection with such origination or acquisition) by the franchisor or
     similar person for the benefit of the Trust or the Trustee (and, if a fax
     copy of a new comfort letter is delivered, then the original copy shall be
     included in the "Mortgage File" promptly following receipt thereof by the
     related Pooled Mortgage Loan Seller); and

          (xxi) a checklist (a "Mortgage File Checklist") of the applicable
     documents described above and delivered in connection with the origination
     of such Mortgage Loan (which checklist may be in a reasonable form selected
     by the related Pooled Mortgage Loan Seller);

provided, however, that (A) 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 a Custodian on its behalf for documents
described in clauses (vi), (vii) and (ix) through (xx) of this definition, shall
be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence (and the Trustee
or such Custodian, as the case may be, shall be deemed to have actual knowledge
of the existence of any document listed on the related Mortgage File Checklist);
(B) the "Mortgage File" for each Pooled Mortgage Loan that is included in a
Serviced Mortgage Loan Group shall include a photocopy of the executed Mortgage
Note for each Serviced Non-Pooled Mortgage Loan that is included in such
Serviced Mortgage Loan Group; and (C) the "Mortgage File" for each
Non-Trust-Serviced Pooled Mortgage Loan shall also include a copy of the related
Non-Trust Servicing Agreement in effect as of the Closing Date and photocopies
of all transfer documents comparable to those documents described in clauses
(iv), (vi) and (ix)(B) of this definition (originals of which were delivered to
the applicable trustee under the related Non-Trust Servicing Agreement).

     "Mortgage File Checklist": As defined in clause (xxi) of the definition of
"Mortgage File".

     "Mortgage Loan": Any Pooled Mortgage Loan or Non-Pooled Mortgage Loan. As
used herein, the term "Mortgage Loan" includes the related Mortgage Loan
Documents.

     "Mortgage Loan Documents": With respect to any Mortgage Loan, the documents
included or required to be included, as the context may require, in the related
Mortgage File and Servicing File.

     "Mortgage Loan Group": The Lincoln Square Loan Group and the World Apparel
Center Loan Group, as applicable.

     "Mortgage Loan Group Intercreditor Agreement": Each of the Lincoln Square
Intercreditor Agreement and the World Apparel Center Intercreditor Agreement, as
applicable.


                                      -37-
<PAGE>

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

     "Mortgage Pool": All of the Pooled Mortgage Loans and any successor REO
Pooled Mortgage Loans, collectively, as of any particular date of determination.

     "Mortgage Rate": With respect to each Mortgage Loan (and any successor REO
Mortgage Loan with respect thereto), the related annualized rate at which
interest is scheduled (in the absence of a default) to accrue on such Mortgage
Loan from time to time in accordance with the related Mortgage Note and
applicable law, as such rate may be modified in accordance with Section 3.20
(or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the applicable
Non-Trust Master Servicer or the applicable Non-Trust Special Servicer in
accordance with the applicable Non-Trust Servicing Agreement) or in connection
with a bankruptcy, insolvency or similar proceeding involving the related
Borrower. In the case of each ARD Mortgage Loan, the related Mortgage Rate shall
increase in accordance with the related Mortgage Note if the particular loan is
not paid in full by its Anticipated Repayment Date.

     "Mortgaged Property": Individually and collectively, as the context may
require, each real property (together with all improvements and fixtures
thereon) subject to the lien of a Mortgage and constituting collateral for a
Mortgage Loan. With respect to any Cross-Collateralized Mortgage Loan, if and
when the context may require, "Mortgaged Property" shall mean, collectively, all
the mortgaged real properties (together with all improvements and fixtures
thereon) securing the relevant Cross-Collateralized Group.

     "Mortgagee": The holder of legal title to any Mortgage Loan, together with
any third parties through which such holder takes actions with respect to such
Mortgage Loan.

     "Nationwide": Nationwide Life Insurance Company, or its successor in
interest.

     "Nationwide Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an Original Nationwide Pooled Mortgage Loan or a Replacement Pooled Mortgage
Loan that was delivered under the Nationwide Pooled Mortgage Loan Purchase
Agreement in substitution for an Original Nationwide Pooled Mortgage Loan.

     "Nationwide Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of October 6, 2004, between Nationwide
as seller and the Depositor as purchaser.

     "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 (and prepayment resulting from the receipt of Insurance
Proceeds or Condemnation Proceeds) on the Pooled Mortgage Loans during the
related Collection Period, exceeds (b) the aggregate amount of the Compensating
Interest Payments remitted by the Master Servicers pursuant to Section 3.19(c)
on the Master Servicer Remittance Date related to such Distribution Date.

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

     "Net Default Charges": With respect to any Pooled Mortgage Loan or
successor REO Pooled Mortgage Loan, the Default Charges referred to in clause
third of Section 3.28(a), which are payable to the applicable Master Servicer as
Additional Master Servicing Compensation or the Special Servicer as Additional
Special Servicing Compensation.


                                      -38-
<PAGE>

     "Net Investment Earnings": With respect to any Investment Account for any
Collection Period, the amount, if any, by which the aggregate of all interest
and other income realized during such Collection Period on funds held in such
Investment Account (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such interest or
other income payable to a Borrower in accordance with the related Mortgage Loan
Documents and applicable law), exceeds the aggregate of all losses and costs, if
any, incurred during such Collection Period in connection with the investment of
such funds in accordance with Section 3.06 (exclusive, in the case of a
Servicing Account, a Reserve Account or the Defeasance Deposit Account, of any
portion of such losses that were incurred in connection with investments made
for the benefit of a Borrower).

     "Net Investment Loss": With respect to any Investment Account for any
Collection Period, the amount by which the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of
funds held in such Investment Account for the benefit of a Master Servicer, the
Special Servicer or the Certificate Administrator, as applicable, in accordance
with Section 3.06 (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such losses that
were incurred in connection with investments made for the benefit of a Borrower,
and other than losses of what would otherwise have constituted interest or other
income earned on such funds), exceeds the aggregate of all interest and other
income realized during such Collection Period in connection with the investment
of such funds for the benefit of such Master Servicer, the Special Servicer or
the Certificate Administrator, as applicable, in accordance with Section 3.06;
provided that, in the case of any Investment Account and any particular
investment of funds in such Investment Account, Net Investment Loss shall not
include any loss with respect to such investment which is incurred solely as a
result of the insolvency of the federal or state chartered depositary
institution or trust company at which such Investment Account is maintained, so
long as such depositary institution or trust company (a) satisfied the
qualifications set forth in the definition of "Eligible Account" both at the
time such investment was made and as of a date not more than 30 days prior to
the date of such loss and (b) is not the same Person as the Person that made the
relevant investment.

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

     "Net Mortgage Rate": With respect to (i) any Pooled Mortgage Loan (or any
successor REO Pooled Mortgage Loan with respect thereto), the rate per annum
equal to (a) the related Mortgage Rate minus (b) the related Administrative Fee
Rate and, in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date, the related Post-ARD Additional Interest Rate, and (ii) the Serviced
Non-Pooled Mortgage Loans (or any successor REO Mortgage Loan with respect
thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b)
the related Master Servicing Fee Rate.

     "New Lease": Any lease of an Administered REO Property entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee.

     "Non-Pooled Mortgage Loan": Any mortgage loans (if any), other than a
Pooled Mortgage Loan, that is part of a split loan structure that includes a
Pooled Mortgage Loan as identified in the Preliminary Statement hereto (whether
or not such split loan structure is principally serviced and administered under
this Agreement). Only the Lincoln Square Non-Pooled Pari Passu Companion Loans
and the World Apparel Center Non-Pooled Pari Passu Companion Loans constitute
Non-Pooled Mortgage Loans under this Agreement.

     "Non-Pooled Noteholder": The holder of any Non-Pooled Mortgage Loan.

     "Non-Pooled Pari Passu Companion Loan": Any of the Lincoln Square
Non-Pooled Pari Passu Companion Loans and the World Apparel Center Non-Pooled
Pari Passu Companion Loans.


                                      -39-
<PAGE>

     "Nonrecoverable Advance": Any Nonrecoverable P&I Advance (including any
Unliquidated Advance that constitutes a Nonrecoverable P&I Advance) or
Nonrecoverable Servicing Advance (including any Unliquidated Advance that
constitutes a Nonrecoverable Servicing Advance).

     "Nonrecoverable P&I Advance": As evidenced by the Officer's Certificate and
supporting documentation contemplated by Section 4.03(c), any P&I Advance, or
any Unliquidated Advance in respect of a prior P&I Advance, previously made and
any P&I Advance contemplated to be made in respect of any Pooled Mortgage Loan
or related successor REO Pooled Mortgage Loan that, as determined by the
applicable Master Servicer or, if applicable, by the Trustee or the Fiscal
Agent, or by the Special Servicer pursuant to the second paragraph of Section
4.03(c), in its reasonable, good faith judgment, will not be ultimately
recoverable, or in fact was not ultimately recovered, from late payments,
Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds
or any other recovery on or in respect of such Mortgage Loan or the related REO
Property (without giving effect to potential recoveries on deficiency judgments
or recoveries from guarantors). In the case of a Cross-Collateralized Mortgage
Loan, such recoverability determination shall take into account the
cross-collateralization of the related Cross-Collateralized Group. In connection
with the Lincoln Square Pooled Mortgage Loan, if the applicable Master Servicer
receives a written notice described in clause (i) of the third paragraph of
Section 4.03(c) to the effect that the master servicer or other comparable party
responsible for debt service advances with respect to any Lincoln Square
Non-Pooled Pari Passu Companion Loan under the related pooling and servicing
agreement has determined, pursuant to such agreement, that any debt service
advance made or to be made with respect to such Lincoln Square Non-Pooled Pari
Passu Companion Loan (or any successor REO mortgage loan with respect thereto)
would not ultimately be recoverable out of collections on such Mortgage Loan (or
such REO mortgage loan), then any prospective P&I Advance on the related Pooled
Mortgage Loan (or any successor REO Mortgage Loan) under this Agreement shall be
deemed to constitute a Nonrecoverable Advance, notwithstanding the absence of
any determination (as otherwise contemplated above and by Section 4.03(c)) by
any party hereto that any prior P&I Advance or any prospective P&I Advance on
such Pooled Mortgage Loan constitutes a Nonrecoverable Advance, and such Master
Servicer (or the Trustee or the Fiscal Agent, if applicable) shall not make any
such prospective P&I Advance unless such Master Servicer (or the Trustee or the
Fiscal Agent, if applicable) has consulted with such other master servicer or
comparable party and they both agree that circumstances with respect to such
Mortgage Loan have changed such that a proposed future P&I Advance would not be
a Nonrecoverable Advance. Notwithstanding the preceding sentence, each party to
this Agreement with the discretion to determine that a P&I Advance constitutes a
Nonrecoverable Advance (as otherwise contemplated above and by Section 4.03(c))
shall continue to have such discretion.

     "Nonrecoverable Servicing Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 3.11(h), any
Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing
Advance, previously made, and any Servicing Advance proposed to be made, in
respect of any Mortgage Loan or REO Property that, as determined by the
applicable Master Servicer or, if applicable, the Trustee or the Fiscal Agent,
in its reasonable, good faith judgment, will not be ultimately recoverable, or
in fact was not ultimately recovered, from late payments, Default Charges,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other
recovery on or in respect of such Mortgage Loan or such REO Property (without
giving effect to potential recoveries on deficiency judgments or recoveries from
guarantors). In the case of a Cross-Collateralized Mortgage Loan, such
recoverability determination shall take into account the cross-collateralization
of the related Cross-Collateralized Group.

     "Non-Registered Certificate": Any Certificate that has not been subject to
registration under the Securities Act. As of the Closing Date, the Class X-1,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class R and Class V Certificates are Non-Registered
Certificates.

     "Non-Trust Master Servicer": With respect to a Non-Trust-Serviced Pooled
Mortgage Loan, the master servicer under the related Non-Trust Servicing
Agreement.

     "Non-Trust-Serviced Mortgage Loan Group": Any Mortgage Loan Group that is
primarily serviced and administered under the pooling and servicing agreement
for another commercial mortgage securitization trust. Only the


                                      -40-
<PAGE>

Lincoln Square Loan Group and the World Apparel Center Loan Group constitute
Non-Trust Serviced Mortgage Loan Groups.

     "Non-Trust-Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan that is
part of a Non-Trust-Serviced Mortgage Loan Group. Only the Lincoln Square Pooled
Mortgage Loan and the World Apparel Center Pooled Mortgage Loan constitute
Non-Trust-Serviced Pooled Mortgage Loans.

     "Non-Trust Servicing Agreement": With respect to each Non-Trust-Serviced
Pooled Mortgage Loan and the Non-Trust-Serviced Mortgage Loan Group of which it
is a part, the separate agreement pursuant to which such Non-Trust-Serviced
Pooled Mortgage Loan and the related Non-Pooled Pari Passu Companion Loan are
(or, if applicable, any related REO Property is) to be principally serviced and
administered, which agreement is (i) in the case of the Lincoln Square Loan
Group, the Series 2004-PWR4 PSA, and (ii) in the case of the World Apparel
Center Loan Group, the Series 2004-LN2 PSA.

     "Non-Trust Special Servicer": With respect to each Non-Trust-Serviced
Pooled Mortgage Loan, the applicable special servicer under the related
Non-Trust Servicing Agreement.

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

     "Officer's Certificate": A certificate signed by a Servicing Officer of a
Master Servicer or the Special Servicer or a Responsible Officer of the
Certificate Administrator, the Trustee or the Fiscal Agent, as the case may be,
or, with respect to any other Person, a certificate signed by any of the
Chairman of the Board, the Vice Chairman of the Board, the President, any Vice
President or Managing Director, an Assistant Vice President or any other
authorized officer (however denominated) or another officer customarily
performing functions similar to those performed by any of the above designated
officers or, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

     "Opinion of Counsel": A written opinion of counsel (who must, in the case
of any such opinion relating to the taxation of the Trust Fund or any portion
thereof, the status of any REMIC Pool as a REMIC, the status of either Grantor
Trust Pool as a Grantor Trust for taxation purposes or a resignation under
Section 6.04, be Independent counsel, but who otherwise may be salaried counsel
for the Depositor, the Certificate Administrator, the Trustee, the Tax
Administrator, the Fiscal Agent, either Master Servicer or the Special
Servicer), which written opinion is acceptable and delivered to the addressee(s)
thereof and which opinion of counsel, except as provided herein, shall not be at
the expense of the Certificate Administrator, the Trustee or the Trust Fund.

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

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

     "Original BSCMI Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-B.

     "Original Nationwide Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-D.

     "Original PMCF Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-A.

     "Original Pooled Mortgage Loans": The mortgage loans initially identified
on the schedules attached hereto as Schedule I-A, Schedule I-B, Schedule I-C and
Schedule I-D.


                                      -41-
<PAGE>

     "Original WFB Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-C.

     "Other Crossed Loans": As defined in Section 2.03(b).

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

     "Ownership Interest": In the case of 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": With respect to any Pooled Mortgage Loan or REO Pooled
Mortgage Loan, any advance made by the applicable Master Servicer, the Trustee
or the Fiscal Agent pursuant to Section 4.03.

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

     "PAR": Prudential Asset Resources, Inc. or its successor in interest.

     "Pass-Through Rate": The per annum rate at which interest accrues in
respect of any Class of Regular Interest Certificates during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with
Section 2.17(f).

     "Past Grace Period Loan": With respect to any Monthly Payment or Assumed
Monthly Payment due and payable, or deemed due and payable, in respect of any
particular Pooled Mortgage Loan, the status attributable to that Mortgage Loan
by reason of, if applicable, the fact that such Monthly Payment or Assumed
Monthly Payment remains unpaid past its Due Date and past any applicable grace
period for such Monthly Payment or Assumed Monthly Payment.

     "Percentage Interest": With respect to (a) any Regular Interest
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the initial Class Principal Balance or initial Class Notional Amount,
as the case may be, of the relevant Class as of the Closing Date; and (b) any
Class R or Class V Certificate, the percentage interest in distributions to be
made with respect to the relevant Class, as specified on the face of such
Certificate.

     "Performance Certification": As defined in Section 8.15(b).

     "Performing Party": As defined in Section 8.15(b).

     "Performing Serviced Mortgage Loan": Any Serviced Mortgage Loan that is not
a Specially Serviced Mortgage Loan.

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

     (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, provided that each such
            obligation is backed by the full faith and credit of the United
            States;

     (ii)   repurchase agreements on obligations specified in clause (i),
            provided that the short-term unsecured debt obligations of the party
            agreeing to repurchase such obligations are at the time of
            investment rated in the highest short-term debt rating category of
            each Rating Agency (or, in the case of any Rating Agency, have such
            lower rating as will not result in an Adverse Rating Event with
            respect to such Rating Agency and any Class of Rated Certificates,
            as confirmed in writing to the Trustee by such Rating Agency);


                                      -42-
<PAGE>

     (iii)  federal funds, unsecured uncertificated certificates of deposit,
            time deposits and bankers' acceptances of any bank or trust company
            organized under the laws of the United States or any state thereof,
            provided that the short-term unsecured debt obligations of such bank
            or trust company are at the time of investment rated in the highest
            short-term debt rating category of each Rating Agency (or, in the
            case of any Rating Agency, have such lower rating as will not result
            in an Adverse Rating Event with respect to such Rating Agency and
            any Class of Rated Certificates, as confirmed in writing to the
            Trustee by such Rating Agency);

     (iv)   commercial paper of any corporation incorporated under the laws of
            the United States or any state thereof (or of any corporation not so
            incorporated, provided that 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),
            provided that such commercial paper is rated in the highest
            short-term debt rating category of each Rating Agency (or, in the
            case of any Rating Agency, has such lower rating as will not result
            in an Adverse Rating Event with respect to such Rating Agency and
            any Class of Rated Certificates, as confirmed in writing to the
            Trustee by such Rating Agency);

     (v)    units of money market funds (including those managed or advised by
            the Certificate Administrator or its Affiliates) which maintain a
            constant net asset value, provided that such units of money market
            funds are rated in the highest applicable rating category of each
            Rating Agency (or, in the case of any Rating Agency, have such lower
            rating as will not result in an Adverse Rating Event with respect to
            such Rating Agency and any Class of Rated Certificates, as confirmed
            in writing to the Certificate Administrator by such Rating Agency);
            or

     (vi)   any other obligation or security that is acceptable to each Rating
            Agency and will not result in an Adverse Rating Event with respect
            to any Class of Rated Certificates, as confirmed in writing to the
            Trustee and Certificate Administrator by each Rating Agency;

provided that each investment described hereunder shall not (A) evidence either
the right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (B) 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, (C) be sold prior to stated maturity if such sale
would result in a loss of principal on the instrument or a tax on "prohibited
transactions" under Section 860F of the Code or (D) have an "r" highlighter or
other comparable qualifier attached to its rating; and provided, further, that
each investment described hereunder must have (X) a predetermined fixed amount
of principal due at maturity (that cannot vary or change), (Y) an original
maturity of not more than 365 days and a remaining maturity of not more than 30
days and (Z) except in the case of a Permitted Investment described in clause
(v) of this definition, a fixed interest rate or an interest rate that is tied
to a single interest rate index plus a single fixed spread and moves
proportionately with that index; and provided, further, that each investment
described hereunder must be a "cash flow investment" (within the meaning of the
REMIC Provisions); and, provided, further, that, for purposes of any condition
set forth above to the effect that any investment or the issuer thereof must
have a minimum rating by DBRS, such condition shall be deemed to be satisfied if
both (a) such investment or the issuer thereof, as applicable, is not rated by
DBRS and (b) such investment or the issuer thereof, as applicable, has ratings
that satisfy the applicable rating conditions provided for above with respect to
Moody's and Fitch or ratings from at least two nationally recognized statistical
rating organizations that are equivalent to the related DBRS rating level
otherwise set forth above.

     "Permitted Transferee": Any Transferee of a Class R Certificate other than
(a) a Disqualified Organization, (b) a Disqualified Non-United States Tax
Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or
fixed base (within the meaning of any applicable income tax treaty between the
United States and any foreign jurisdiction) of a United States Tax Person or (e)
any other Person as to whom, as determined by the Tax Administrator (based upon
an Opinion of Counsel, obtained at the request of the Tax Administrator at the
expense of such


                                      -43-
<PAGE>

Person or the Person seeking to Transfer a Class R Certificate, supporting such
determination), the Transfer of a Class R Certificate may cause any REMIC Pool
to fail to qualify as a REMIC at any time that any Certificate is outstanding.

     "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.

     "Phase I Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, the American Society for Testing and Materials,
plus a radon and asbestos inspection.

     "Plan": Any of those employee benefit plans and other retirement
arrangements, including individual retirement accounts and annuities, and Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that are subject to ERISA or Section 4975 of the Code.

     "PMCF": Prudential Mortgage Capital Funding, LLC, or its successor in
interest.

     "PMCF Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either an
Original PMCF Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that
was delivered under the PMCF Pooled Mortgage Loan Purchase Agreement in
substitution for an Original PMCF Pooled Mortgage Loan.

     "PMCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of October 6, 2004, between PMCF as
seller and the Depositor as purchaser.

     "Pooled Mortgage Loan": Each of the Original Pooled Mortgage Loans and
Replacement Pooled Mortgage Loans that are from time to time held in the Trust
Fund, including any such mortgage loan that has been wholly or partially
defeased. As used herein, the term "Pooled Mortgage Loan" includes the related
Mortgage Loan Documents.

     "Pooled Mortgage Loan Purchase Agreement": Any of the BSCMI Pooled Mortgage
Loan Purchase Agreement, the WFB Pooled Mortgage Loan Purchase Agreement, the
PMCF Pooled Mortgage Loan Purchase Agreement and the Nationwide Pooled Mortgage
Loan Purchase Agreement.

     "Pooled Mortgage Loan Schedule": Collectively, the four schedules of Pooled
Mortgage Loans attached hereto as Schedule I-A, Schedule I-B, Schedule I-C and
Schedule I-D, respectively, as any such schedule may be amended from time to
time in accordance with this Agreement. Such schedules shall set forth the
following information with respect to each Pooled Mortgage Loan:

     (i)    the loan number assigned to the Pooled Mortgage Loan on the books
            and records of the related Pooled Mortgage Loan Seller as of the
            Closing Date and the identification number assigned to such Pooled
            Mortgage Loan in the Prospectus Supplement;

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

     (iii)  the (A) original principal balance and (B) Cut-off Date Principal
            Balance;

     (iv)   the amount of the Monthly Payment due on the first Due Date
            following the Closing Date (and, if a Pooled Mortgage Loan currently
            requires only payments of interest but begins to amortize prior to
            Stated Maturity Date, on the first Due Date after amortization
            begins);

     (v)    the Mortgage Rate as of the Closing Date and the Interest Accrual
            Basis;

     (vi)   the Stated Maturity Date and the original and remaining term to
            Stated Maturity Date (or, in the case of a Pooled Mortgage Loan that
            is an ARD Mortgage Loan, the Anticipated Repayment Date


                                      -44-
<PAGE>

            and the original and remaining term to the Anticipated Repayment
            Date);

     (vii)  in the case of a Pooled Mortgage Loan that is a Balloon Mortgage
            Loan or an ARD Mortgage Loan, the original and remaining
            amortization term;

     (viii) whether such Pooled Mortgage Loan is a Cross-Collateralized Mortgage
            Loan and, if so, an identification of the Pooled Mortgage Loans with
            which such Pooled Mortgage Loan is cross-collateralized;

     (ix)   whether such Pooled Mortgage Loan provides for defeasance and if so,
            the period during which defeasance may occur;

     (x)    whether such Pooled Mortgage Loan is secured by a fee simple
            interest in the related Mortgaged Property; by the Borrower's
            leasehold interest, and a fee simple interest, in the related
            Mortgaged Property; or solely by a leasehold interest in the related
            Mortgaged Property;

     (xi)   the name of the related Pooled Mortgage Loan Seller;

     (xii)  the Administrative Fee Rate;

     (xiii) the Due Date;

     (xiv)  the number of grace days before such Pooled Mortgage Loan requires a
            late payment charge in connection with a delinquent Monthly Payment;

     (xv)   whether there exists (and, if so, the amount of) any letter of
            credit that constitutes Additional Collateral;

     (xvi)  whether repayment of such Pooled Mortgage Loan is guaranteed by a
            guarantor; and

     (xvii) the initial Master Servicer and the Master Servicing Fee Rate for
            such Pooled Mortgage Loan.

     "Pooled Mortgage Loan Sellers": Collectively, BSCMI, Nationwide, PMCF and
WFB.

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

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

     "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the Pooled
Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests
and the Certificates for federal income tax purposes, the assumptions that each
Pooled Mortgage Loan that is an ARD Mortgage Loan is paid in its entirety on its
Anticipated Prepayment Date and that no Pooled Mortgage Loan is otherwise
voluntarily prepaid prior to its Stated Maturity Date.

     "Prepayment Interest Excess": With respect to any Pooled Mortgage Loan
(including a Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a
Principal Prepayment in full or in part made (or, if resulting from


                                      -45-
<PAGE>

the application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) after the Due Date for such Pooled Mortgage Loan
in any Collection Period (or, in the case of the World Apparel Center Pooled
Mortgage Loan, after the Due Date occurring in the calendar month preceding the
calendar month in which any Collection Period ends), any payment of interest
(net of related Master Servicing Fees (and, in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, the rate per annum at which the master or similar
servicing and administrative fees payable therefrom under the related Non-Trust
Servicing Agreement accrue as set forth in the definition of "Administrative Fee
Rate") and, in any case, further net of any portion of such interest that
represents Default Charges or Post-ARD Additional Interest) actually Received by
the Trust and collected from the related Borrower or out of such Insurance
Proceeds or Condemnation Proceeds, as the case may be, and intended to cover the
period from and after such Due Date to, but not including, the date of
prepayment (exclusive, for the avoidance of doubt, of any related Prepayment
Premium or Yield Maintenance Charge that may have been collected).

     "Prepayment Interest Shortfall": With respect to any Pooled Mortgage Loan
(including a Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a
Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) prior to the Due Date for such Pooled Mortgage
Loan in any Collection Period (or, in the case of the World Apparel Center
Pooled Mortgage Loan, prior to the Due Date occurring in the calendar month
preceding the calendar month in which any Collection Period ends) the amount of
interest, to the extent not collected from the related Borrower or otherwise
(without regard to any Prepayment Premium or Yield Maintenance Charge that may
have been collected), not Received by the Trust, that would have accrued at a
rate per annum equal to the related Mortgage Rate (net of the Master Servicing
Fee Rate (and, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, the
rate per annum at which the master or similar servicing and administrative fees
payable therefrom under the related Non-Trust Servicing Agreement accrue as set
forth in the definition of "Administrative Fee Rate") and, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD
Additional Interest Rate) on the amount of such Principal Prepayment (or other
early recovery of principal) during the period from the date to which interest
thereon was paid by the related Borrower to, but not including, such Due Date.

     "Prepayment Premium": With respect to any Mortgage Loan, any premium, fee
or other additional amount (other than a Yield Maintenance Charge) paid or
payable, as the context requires, by a Borrower in connection with a Principal
Prepayment on, or other early collection of principal of, such Mortgage Loan or
any successor REO Mortgage Loan with respect thereto (including any payoff of a
Mortgage Loan by a mezzanine lender on behalf of the subject Borrower if and as
set forth in the related intercreditor agreement).

     "Primary Collateral": With respect to any Cross-Collateralized Mortgage
Loan, that portion of the Mortgaged Property designated as directly securing
such Cross-Collateralized Mortgage 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 Cross-Collateralized Mortgaged Loan.

     "Primary Servicer": Nationwide or any successor thereto appointed as
provided in the Primary Servicing Agreement.

     "Primary Servicing Agreement": That certain primary servicing agreement
dated as of October 1, 2004, between WFB, as the applicable Master Servicer for
the Nationwide Pooled Mortgage Loans, and Nationwide, as primary servicer,
relating to the primary servicing and administration of the Nationwide Pooled
Mortgage Loans.

     "Primary Servicing Office": The office of a Master Servicer or the Special
Servicer, as the context may require, that is primarily responsible for such
party's servicing obligations hereunder.

     "Principal Balance Certificate": Any of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 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 P and Class Q
Certificates.


                                      -46-
<PAGE>

     "Principal Distribution Amount": With respect to any Distribution Date
other than the Final Distribution Date, an amount (which shall in no event be
less than zero) equal to the excess, if any, of:

     (I) the sum of:

          (A) the aggregate (without duplication) of the following (such
     aggregate of the following amounts described below in this clause (A), the
     "Unadjusted Principal Distribution Amount" for such Distribution Date):

               (i) all payments of principal (including Principal Prepayments),
          including any such payments on Corrected Mortgage Loans, Received by
          the Trust with respect to the Pooled Mortgage Loans during the related
          Collection Period, in each case exclusive of any portion of the
          particular payment that represents a Late Collection of principal for
          which a P&I Advance (including any Unliquidated Advance in respect of
          a prior P&I Advance) was previously made under this Agreement for a
          prior Distribution Date or that represents the principal portion of a
          Monthly Payment due on or before the Cut-off Date or on a Due Date
          occurring subsequent to the calendar month in which such Distribution
          Date occurs,

               (ii) the aggregate of the principal portions of all Monthly
          Payments due in respect of the Pooled Mortgage Loans for their
          respective Due Dates occurring in the month in which such Distribution
          Date occurs, that were Received by the Trust (other than as part of a
          Principal Prepayment) prior to the related Collection Period (or, in
          the case of the World Apparel Center Pooled Mortgage Loan or any
          Pooled Mortgage Loan for which the Due Date is on the 5th day or 10th
          day of each month, that were Received by the Trust in the calendar
          month prior to the calendar month in which the related Distribution
          Date occurs but are due during the calendar month in which the related
          Distribution Date occurs),

               (iii) the aggregate of all Liquidation Proceeds, Condemnation
          Proceeds and Insurance Proceeds Received by the Trust with respect to
          any Pooled Mortgage Loans during the related Collection Period that
          were identified and applied by the applicable Master Servicer as
          recoveries of principal (whether as Principal Prepayments or
          otherwise) of such Pooled Mortgage Loans in accordance with Section
          1.03, in each case net of any portion of such proceeds that represents
          a Late Collection of principal due on or before the Cut-off Date or
          for which a P&I Advance (including an Unliquidated Advance in respect
          of a prior P&I Advance) was previously made under this Agreement for a
          prior Distribution Date,

               (iv) the aggregate of all Liquidation Proceeds, Condemnation
          Proceeds, Insurance Proceeds and REO Revenues Received by the Trust
          with respect to any REO Properties during the related Collection
          Period that were identified and applied by the applicable Master
          Servicer as recoveries of principal (whether as Principal Prepayments
          or otherwise) of the related REO Pooled Mortgage Loans in accordance
          with Section 1.03, in each case net of any portion of such proceeds
          and/or revenues that represents a Late Collection of principal due on
          or before the Cut-off Date or for which a P&I Advance (including an
          Unliquidated Advance in respect of a prior P&I Advance) was previously
          made under this Agreement for a prior Distribution Date, and

               (v) the respective principal portions of all P&I Advances made
          under this Agreement in respect of the Pooled Mortgage Loans and any
          REO Pooled Mortgage Loans with respect to such Distribution Date;


                                      -47-
<PAGE>

          (B) the aggregate amount of any collections received on or in respect
     of the Pooled Mortgage Loans during the related Collection Period that, in
     each case, represents a delinquent amount as to which an Advance had been
     made, which Advance was previously reimbursed during the Collection Period
     for a prior Distribution Date as part of a Workout-Delayed Reimbursement
     Amount for which a deduction was made under clause (II)(B) below with
     respect to such Distribution Date; and

          (C) the aggregate amount of any collections received on or in respect
     of the Pooled Mortgage Loans during the related Collection Period that, in
     each case, is identified and applied by the applicable Master Servicer (in
     accordance with Section 1.03) as a recovery of an amount previously
     determined (in a Collection Period for a prior Distribution Date) to have
     been a Nonrecoverable Advance and for which a deduction was made under
     clause (II)(C) below with respect to a prior Distribution Date; less

     (II) the sum of:

          (A) if any Insurance Proceeds, Condemnation Proceeds or Liquidation
     Proceeds were received and/or a Final Recovery Determination was made with
     respect to any Pooled Mortgage Loan or REO Property during the related
     Collection Period, an amount equal to any Special Servicing Fees, Workout
     Fees, Liquidation Fees and/or Advance Interest (other than Advance Interest
     on Workout-Delayed Reimbursement Amounts or Nonrecoverable Advances paid
     from collections and recoveries of principal as described in clause (B)
     and/or clause (C) below) with respect to each such Pooled Mortgage Loan or
     REO Property, as the case may be, that were paid hereunder from a source
     other than related Default Charges during the related Collection Period;

          (B) the aggregate amount of Workout-Delayed Reimbursement Amounts (and
     Advance Interest thereon) that were reimbursed or paid during the related
     Collection Period to one or more of the Master Servicers, the Special
     Servicer, the Trustee and the Fiscal Agent from principal advances and
     collections on the Mortgage Pool pursuant to subsection (iii) of Section
     3.05(a)(II); and

          (C) the aggregate amount of Nonrecoverable Advances (and Advance
     Interest thereon) that were reimbursed or paid during the related
     Collection Period to one or more of the Master Servicers, the Special
     Servicer, the Trustee and the Fiscal Agent during the related Collection
     Period from principal advances and collections on the Mortgage Pool
     pursuant to subsection (iv) of Section 3.05(a)(II);

provided, however, that the foregoing provisions of this definition shall be
construed in a manner that is consistent with Section 3.02(c) and Section
3.02(d).

     With respect to the Final Distribution Date, the "Principal Distribution
Amount" shall equal the aggregate Stated Principal Balance of the entire
Mortgage Pool outstanding immediately prior to the Final Distribution Date.

     In no event shall any portion of any Excess Liquidation Proceeds constitute
a portion of the Principal Distribution Amount for any Distribution Date.

     "Principal Prepayment": Any payment of principal made by the Borrower on a
Mortgage Loan which is received in advance of its scheduled Due Date and that is
not accompanied by an amount of interest (without regard to any Prepayment
Premium, Yield Maintenance Charge and/or Post-ARD Additional Interest that may
have been collected) representing scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.

     "Private Placement Memorandum": The final Private Placement Memorandum
dated October 6, 2004, relating to certain classes of the Non-Registered
Certificates delivered by the Depositor to Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated
and Wells Fargo Brokerage Services, LLC as of the Closing Date.


                                      -48-
<PAGE>

     "Privileged Person": Any of the following: a party to this Agreement, an
Underwriter, a Pooled Mortgage Loan Seller, the Controlling Class
Representative, a Rating Agency, a designee of the Depositor, a
Certificateholder and any Person who certifies to the Certificate Administrator
in the form of Exhibit K-1 hereto or Exhibit K-2 hereto, as applicable (which
form shall also be located on, and may be submitted electronically via, the
Certificate Administrator's internet website), that such Person is either a
Certificate Owner or a prospective purchaser of a Certificate or any interest
therein.

     "Prospectus": The Base Prospectus and the Prospectus Supplement, together.

     "Prospectus Supplement": That certain prospectus supplement dated October
6, 2004, relating to the Registered Certificates, that is a supplement to the
Base Prospectus.

     "PTCE": Prohibited Transaction Class Exemption.

     "PTE": Prohibited Transaction Exemption.

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

     "Purchase Price": With respect to any Pooled Mortgage Loan (or REO
Property), a cash price equal to the aggregate of (a) the outstanding principal
balance of such Pooled Mortgage Loan (or the related REO Pooled Mortgage Loan)
as of the date of purchase, (b) all accrued and unpaid interest on such Pooled
Mortgage Loan (or the related REO Pooled Mortgage Loan) at the related Mortgage
Rate (in the case of a Non-Trust-Serviced Pooled Mortgage Loan, net of the rate
at which master or similar servicing and administrative fees payable under the
related Non-Trust Servicing Agreement accrue) to, but not including, the Due
Date occurring in the Collection Period (or, in the case of the World Apparel
Center Pooled Mortgage Loan or any Pooled Mortgage Loan for which the Due Date
is on the 5th day or 10th day of each month, the Due Date occurring in the month
in which such Collection Period ends) during which the applicable purchase or
repurchase occurs (exclusive, however, of any portion of such accrued but unpaid
interest that represents Default Interest or, in the case of an ARD Mortgage
Loan after its Anticipated Repayment Date, Additional Interest), (c) all related
unreimbursed Servicing Advances (together with Unliquidated Advances in respect
of prior Servicing Advances) and all related Servicing Advances (without
duplication with Unliquidated Advances described in the immediately preceding
parenthetical clause) that were previously reimbursed out of collections on
other Pooled Mortgage Loans and/or REO Properties relating to other Pooled
Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest with respect
to any related Advances, and (e) solely in the case of a purchase, repurchase or
substitution, as applicable, by a Pooled Mortgage Loan Seller pursuant to the
related Pooled Mortgage Loan Purchase Agreement, (i) to the extent not otherwise
included in the amount described in clause (d) of this definition, any unpaid
Special Servicing Fees and other outstanding Additional Trust Fund Expenses with
respect to such Pooled Mortgage Loan (or REO Property) and (ii) to the extent
not otherwise included in the amount described in clause (c) or clause (e) of
this definition, any costs and expenses incurred by a Master Servicer, the
Special Servicer, the Trustee or an agent of any of them (on behalf of the
Trust) in enforcing the obligation, if any, of a Pooled Mortgage Loan Seller to
repurchase or replace such Mortgage Loan or REO Property.

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

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

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


                                      -49-
<PAGE>

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

     "Qualified Mortgage": A qualified mortgage within the meaning of Section
860G(a)(3) of the Code.

     "Qualifying Substitute Mortgage Loan": In connection with the replacement
of a Defective Pooled Mortgage Loan as contemplated by Section 2.03, any other
mortgage loan which, on the date of substitution: (i) has 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 Defective Pooled Mortgage Loan as of the Due
Date in the calendar month during which the substitution occurs; (ii) has a
fixed Mortgage Rate that is not less than, and not more than one percentage
point in excess of, the Mortgage Rate of the Defective Pooled Mortgage Loan;
(iii) has the same monthly Due Date as, and a grace period for delinquent
Monthly Payments that is no longer than, the Due Date and grace period,
respectively, of the Defective Pooled Mortgage Loan; (iv) accrues interest on
the same Interest Accrual Basis as the Defective Pooled Mortgage Loan; (v) has a
remaining term to stated maturity not greater than, and not more than one year
less than, that of the Defective Pooled Mortgage Loan, (vi) has a Stated
Maturity Date not later than two years prior to the Rated Final Distribution
Date; (vii) has a then current loan-to-value ratio not higher than, and a then
current debt service coverage ratio not lower than, the loan-to-value ratio and
debt service coverage ratio, respectively, of the Defective Pooled Mortgage Loan
as of the Closing Date; (viii) has comparable prepayment restrictions to those
of the Defective Pooled Mortgage Loan; (ix) will comply, as of the date of
substitution, with all of the representations relating to the Defective Pooled
Mortgage Loan set forth in or made pursuant to the related Pooled Mortgage Loan
Purchase Agreement; (x) has a Phase I Environmental Assessment relating to the
related Mortgaged Property in its Servicing File, which Phase I Environmental
Assessment will evidence that there is no material adverse environmental
condition or circumstance at the related Mortgaged Property for which further
remedial action may be required under applicable law; and (xi) constitutes a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Code (as evidenced by an Opinion of Counsel provided by the related Pooled
Mortgage Loan Seller at its expense); provided, however, that if more than one
mortgage loan is to be substituted for any Defective Pooled Mortgage Loan, then
all such proposed Replacement Pooled Mortgage Loans shall, in the aggregate,
satisfy the requirement specified in clause (i) of this definition and have a
weighted average remaining term to stated maturity that satisfies the condition
described in clause (v) above and each such proposed Replacement Pooled Mortgage
Loan shall, individually, satisfy each of the requirements specified in clauses
(ii) through (iv) and clauses (vi) through (xi) of this definition; and
provided, further, that no mortgage loan shall be substituted for a Defective
Pooled Mortgage Loan unless (a) such prospective Replacement Pooled Mortgage
Loan shall be acceptable to the Controlling Class Representative (or, if there
is no Controlling Class Representative then serving, to the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class), in its (or their) sole discretion, (b) each Rating Agency
shall have confirmed in writing to the Trustee that such substitution will not
in and of itself result in an Adverse Rating Event with respect to any Class of
Rated Certificates (such written confirmation to be obtained by the related
Pooled Mortgage Loan Seller effecting the substitution) and (c) the related
Pooled Mortgage Loan Seller (at its expense) has delivered or caused to have
been delivered to the Trustee an Opinion of Counsel to the effect that the
substitution of such mortgage loan would not result in an Adverse REMIC Event
with respect to any REMIC Pool. When a Qualifying Substitute Mortgage Loan is
substituted for a Defective Pooled Mortgage Loan, the applicable Pooled 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.

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

     "Rated Final Distribution Date": With respect to each Class of Rated
Certificates, the Distribution Date in July 2042.

     "Rating Agency": Each of Moody's, Fitch and DBRS.

     "Realized Loss": With respect to:

          (1) each Pooled Mortgage Loan as to which a Final Recovery
     Determination has been made (or any related successor REO Pooled Mortgage
     Loan as to which a Final Recovery Determination has been made as to the
     related REO Property), and with respect to each Pooled Mortgage Loan that
     is a Corrected Mortgage


                                      -50-
<PAGE>

     Loan on which all amounts have been fully paid under the terms of such
     Corrected Mortgage Loan (as it may have been modified), an amount (not less
     than zero) equal to the excess, if any, of (a) the sum of (i) the unpaid
     principal balance of such Pooled Mortgage Loan or REO Pooled Mortgage Loan,
     as the case may be, as of the commencement of the Collection Period in
     which the Final Recovery Determination was made or the final payment was
     made, as the case may be, plus (ii) without taking into account the amount
     described in subclause (1)(b) of this definition, all accrued but unpaid
     interest (exclusive, however, of any portion of such accrued but unpaid
     interest that represents Default Interest or, in the case of an ARD
     Mortgage Loan after its Anticipated Repayment Date, Additional Interest) on
     such Pooled Mortgage Loan or such REO Pooled Mortgage Loan, as the case may
     be, to but not including the Due Date in the Collection Period in which the
     Final Recovery Determination was made or such final payment was made, as
     the case may be, plus (iii) without duplication, all related unreimbursed
     Servicing Advances (together with Unliquidated Advances in respect of prior
     Servicing Advances) and unpaid Liquidation Expenses, plus (iv) the amount
     of any and all related Special Servicing Fees, Liquidation Fees and/or
     Workout Fees with respect to such Mortgage Loan or successor REO Mortgage
     Loan that caused any Class of Certificateholders to receive less than the
     full amount of Distributable Certificate Interest on the Distribution Date
     occurring in the Collection Period in which the Final Recovery
     Determination was made (including any Distributable Certificate Interest
     that remained unpaid from prior Distribution Dates), to the extent not
     previously reflected as Realized Loss with respect to such Mortgage Loan or
     successor REO Mortgage Loan, over (b) all payments and proceeds, if any,
     Received by the Trust in respect of such Pooled Mortgage Loan or, to the
     extent allocable to such REO Pooled Mortgage Loan, the related REO
     Property, as the case may be, during the Collection Period in which such
     Final Recovery Determination was made or such final payment was made, as
     the case may be;

          (2) each Pooled Mortgage Loan as to which any portion of the principal
     or previously accrued interest payable thereunder or any Unliquidated
     Advance was canceled in connection with a bankruptcy or similar proceeding
     involving the related Borrower or a modification, extension, waiver or
     amendment of such Mortgage Loan granted or agreed to by the applicable
     Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in
     the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the applicable
     Non-Trust Master Servicer or the applicable Non-Trust Special Servicer
     pursuant to the related Non-Trust Servicing Agreement), the amount of such
     principal and/or interest (other than Default Interest and, in the case of
     an ARD Mortgage Loan after its Anticipated Repayment Date, Additional
     Interest) or Unliquidated Advance so canceled; and

          (3) each Pooled 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
     Borrower or a modification, extension, waiver or amendment of such Pooled
     Mortgage Loan granted or agreed to by the applicable Master Servicer or the
     Special Servicer pursuant to Section 3.20 (or, in the case of a
     Non-Trust-Serviced Pooled Mortgage Loan, by the applicable Non-Trust Master
     Servicer or the applicable Non-Trust Special Servicer pursuant to the
     related Non-Trust Servicing Agreement), the amount of the consequent
     reduction in the interest portion of each successive Monthly Payment due
     thereon (on the related Due Date for the affected Monthly Payment).

     Notwithstanding the foregoing, any allocation of any Realized Loss to any
REMIC I Regular Interest, any REMIC II Regular Interest or any Class of
Principal Balance Certificates, as the case may be, may occur (i) in the case of
any amount described in clause (1) or clause (2) above, solely pursuant to, in
accordance with and to the extent provided by the combination of (x) the
accounting for such amount that occurs under the definition of "Stated Principal
Balance" and (y) the operation of Section 4.04 of this Agreement and (ii) in the
case of any amount described in clause (3) above, solely pursuant to, in
accordance with and to the extent provided by the operation of Section 4.04 of
this Agreement.

     "Realized Loss Report": With respect to each Collection Period, a report,
in a format attached hereto as Exhibit E-2 or such form for the presentation of
such information and containing such additional information as may be reasonably
acceptable to each Master Servicer, the Servicer Report Administrator, the
Trustee and the Certificate Administrator.


                                      -51-
<PAGE>

     "Received by the Trust": In the case of: (a) a Non-Trust-Serviced Pooled
Mortgage Loan or any REO Property related thereto, received by the Trustee (or
the applicable Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, on behalf of the
Trust; and (b) any Serviced Mortgage Loan or related REO Property, received by a
Master Servicer (or any Sub-Servicer thereof), the Special Servicer (or any
Sub-Servicer thereof) or the Trustee, as the case may be, on behalf of the Trust
and/or, in connection with a Serviced Mortgage Loan Group, the related Serviced
Non-Pooled Mortgage Loan Noteholder(s).

     "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.

     "Reference Rate": With respect to any Interest Accrual Period, the
applicable rate per annum set forth on the schedule attached hereto as Schedule
IV.

     "Registered Certificate": Any Certificate that has been the subject of
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class X-2, Class B, Class C and
Class D Certificates constitute Registered Certificates.

     "Regular Interest Certificate": Any of the Interest Only Certificates and
the Principal Balance Certificates.

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

     "Regulation S Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside of the United States in
reliance on Regulation S, a single global Certificate, or multiple global
Certificates collectively, in definitive, fully registered form without interest
coupon, each of which Certificates bears a Regulation S Legend.

     "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

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

     "Release Date": The date that is 40 days following the later of (i) the
Closing Date and (ii) the commencement of the initial offering of the
Non-Registered Certificates in reliance on Regulation S.

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

     "REMIC I": The segregated pool of assets designated as such in Section
2.13(a).

     "REMIC I Regular Interest": Any of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and, in each such case,
designated as a "regular interest" (within the meaning of Section 860G(a)(1) of
the Code) in REMIC I. The REMIC I Regular Interests have the designations and
terms provided for in Section 2.13.


                                      -52-
<PAGE>

     "REMIC I Remittance Rate": The per annum rate at which interest accrues in
respect of any REMIC I Regular Interest during any Interest Accrual Period, as
set forth in or otherwise calculated in accordance with Section 2.13(f).

     "REMIC I Residual Interest": The sole uncertificated "residual interest"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I issued
pursuant to this Agreement.

     "REMIC II": The segregated pool of assets designated as such in Section
2.15(a).

     "REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC II. The REMIC II Regular Interests have the
designations provided for in the Preliminary Statement hereto. The REMIC II
Regular Interests have the terms provided for in Section 2.15.

     "REMIC II Remittance Rate": The per annum rate at which interest accrues in
respect of any REMIC II Regular Interest during any Interest Accrual Period, as
set forth in or otherwise calculated in accordance with Section 2.15(f).

     "REMIC II Residual Interest": The sole uncertificated "residual interest"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC II issued
pursuant to this Agreement.

     "REMIC III": The segregated pool of assets designated as such in Section
2.17(a).

     "REMIC III Component": Any of the separate beneficial ownership interests
in REMIC III issued hereunder, evidenced by a Class of Interest Only
Certificates. The REMIC III Components have the designations provided for in the
Preliminary Statement hereto. The REMIC III Components have the terms provided
for in Section 2.17.

     "REMIC III Residual Interest": The sole uncertificated "residual interest"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC III issued
pursuant to this Agreement.

     "REMIC Pool": Any of REMIC I, REMIC II or REMIC III.

     "REMIC Provisions": The 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 custodial account or accounts created and
maintained by the Special Servicer, pursuant to and for the benefit of the
Persons specified in Section 3.16(b), which shall be entitled "Midland Loan
Services, Inc. [or the name of any successor Special Servicer], as Special
Servicer, on behalf of LaSalle Bank National Association [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-PWR5, and [if the account is established for the
deposit of funds received in respect of one or more REO Properties related to
any Serviced Mortgage Loan Group] for the owners of the applicable Serviced
Non-Pooled Mortgage Loans, as their interests may appear, REO Account".


                                      -53-
<PAGE>

     "REO Acquisition": The acquisition of any REO Property pursuant to Section
3.09 (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled
Mortgage Loan, pursuant to the related Non-Trust Servicing Agreement).

     "REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18 (or, in the case of any REO Property related to a
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust
Servicing Agreement).

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

     "REO Mortgage Loan": The successor mortgage loan to a Mortgage Loan
(including those deemed to be outstanding with respect to a Serviced Non-Pooled
Mortgage Loan or a Non-Trust-Serviced Pooled Mortgage Loan), which successor
mortgage loan is deemed for purposes hereof to be outstanding with respect to
each REO Property. Each REO Mortgage Loan shall be deemed to provide for monthly
payments of principal and/or interest equal to its Assumed Monthly Payment and
otherwise to have the same terms and conditions as 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 on
behalf of the Trust or, if applicable, in the case of any REO Property related
to any Mortgage Loan Group, on behalf of the Trust and the respective holders of
the related Non-Pooled Mortgage Loan(s) or, if applicable, in the case of any
REO Property related to any A/B Mortgage Loan, on behalf of the Trust and the
respective holder(s) of the related B Note). Each REO Mortgage 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 as of the date of the related REO
Acquisition. All Monthly Payments (other than a Balloon Payment), Assumed
Monthly 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 Mortgage Loan. In addition, all amounts payable or reimbursable to the
applicable Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent in respect of the predecessor Mortgage Loan as of the date of the related
REO Acquisition, including any unpaid or unreimbursed Master Servicing Fees,
Special Servicing Fees and Advances (together with Unliquidated Advances in
respect of prior Advances), together with any related unpaid Advance Interest on
such Advances (other than Unliquidated Advances), shall continue to be payable
or reimbursable in the same priority and manner pursuant to Section 3.05(a) to
the applicable Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Trust, as the case may be, in respect of an REO Mortgage Loan.

     "REO Pooled Mortgage Loan": An REO Mortgage Loan that relates to a
predecessor Pooled Mortgage Loan.

     "REO Property": A Mortgaged Property acquired on behalf and in the name of
the Trustee for the benefit of the Certificateholders (and, in the case of each
such Mortgaged Property relating to a Serviced Mortgage Loan Group, also on
behalf of the related Serviced Non-Pooled Mortgage Loan Noteholder(s) and, in
the case of each such Mortgaged Property relating to an A/B Mortgage Loan, also
on behalf of the holder(s) of the related B Note) 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; provided that a Mortgaged Property that secures a Non-Trust-Serviced
Pooled Mortgage Loan shall constitute an REO Property if and when it is acquired
under the related Non-Trust Servicing Agreement for the benefit of the Trustee
as the holder of such Non-Trust-Serviced Pooled Mortgage Loan and of the holder
of the related Non-Pooled Pari Passu Companion Loan(s) through foreclosure,
acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with
applicable law in connection with a default or imminent default of such
Non-Trust-Serviced Pooled Mortgage Loan.

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


                                      -54-
<PAGE>

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

     "Replacement Pooled Mortgage Loan": Any Qualifying Substitute Mortgage Loan
that is substituted by a Pooled Mortgage Loan Seller for a Defective Pooled
Mortgage Loan as contemplated by Section 2.03.

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

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

     "Required Claims-Paying Ratings": With respect to any insurance carrier,
claims-paying ability ratings at least equal to (i) in the case of fidelity bond
coverage provided by such insurance carrier, "A2" by Moody's, "A-" by Fitch and
"A" by DBRS (or, if not rated by DBRS, an equivalent rating (such as those
listed above for Moody's and Fitch) by at least two nationally recognized
statistical rating organizations), (ii) in the case of a policy or policies of
insurance issued by such insurance carrier covering loss occasioned by the
errors and omissions of officers and employees, "A2" by Moody's, "A-" by Fitch
and "A" by DBRS (or, if not rated by DBRS, an equivalent rating (such as those
listed above for Moody's and Fitch) by at least two nationally recognized
statistical rating organizations), and (iii) in the case of any other insurance
coverage provided by such insurance carrier, "A2" by Moody's, "A-" by Fitch and
"A" by DBRS (or, if not rated by DBRS, an equivalent rating (such as those
listed above for Moody's and Fitch) by at least two nationally recognized
statistical rating organizations); provided, however, that (A) an insurance
carrier shall be deemed to have the applicable claims-paying ability ratings set
forth above if the obligations of such insurance carrier under the related
insurance policy are guaranteed or backed in writing by an entity that has
long-term unsecured debt obligations that are rated not lower than the ratings
set forth above or claims-paying ability ratings that are not lower than the
ratings set forth above; and (B) an insurance carrier shall be deemed to have
the applicable claims-paying ability ratings set forth above if the Rating
Agency whose rating requirement set forth in clause (i) or (ii), as applicable,
of this definition has not been met has confirmed in writing that such insurance
carrier would not result in an Adverse Rating Event with respect to any Class of
Rated Certificates, unless (with respect to policies maintained by Borrowers) a
higher claims-paying ability rating is required under any of the Mortgage Loan
Documents.

     "Reserve Account": Any of the accounts established and maintained pursuant
to Section 3.03(d).

     "Reserve Funds": With respect to any Mortgage Loan, any amounts delivered
by the related Borrower to be held in escrow by or on behalf of the mortgagee
representing: (i) reserves for repairs, replacements, capital improvements
and/or environmental testing and remediation with respect to the related
Mortgaged Property; (ii) reserves for tenant improvements and leasing
commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a
Principal Prepayment on such Mortgage Loan or held as Additional Collateral in
the event that certain leasing or other economic criteria in respect of the
related Mortgaged Property are not met.

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

     "Responsible Officer": When used (a) with respect to the Certificate
Administrator, any Vice President, any Trust Officer, any Assistant Secretary or
any other officer of the Certificate Administrator customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Agreement; and (b)
with respect to the Fiscal Agent or the Trustee, any Vice President or Trust
Officer thereof.

     "Restricted Servicer Reports": Each of the CMSA Servicer Watch List, the
CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet, the
CMSA Financial File, the CMSA Property File and the CMSA Comparative Financial
Status Report.

     "Rule 144A Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, a single global Certificate, or multiple global
Certificates collectively, registered in the name of the Depository or its


                                      -55-
<PAGE>

nominee, in definitive, fully registered form without interest coupons, each of
which Certificates bears a Qualified Institutional Buyer CUSIP number and does
not bear a Regulation S Legend.

     "Sarbanes-Oxley Certification": As defined in Section 8.15(b).

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

     "Security Agreement": With respect to any Mortgage Loan, any security
agreement, chattel mortgage or similar document or instrument creating in favor
of the holder of such Mortgage a security interest in the personal property
constituting security for repayment of such Mortgage Loan.

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

     "Series 2004-LN2 PSA": That certain Pooling and Servicing Agreement dated
as of August 20, 2004, among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as depositor, GMAC Commercial Mortgage Corporation, as servicer, Lennar
Partners, Inc., as special servicer, WFB, as trustee, and LaSalle, as paying
agent, relating to the J.P. Morgan Chase Commercial Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-LN2.

     "Series 2004-PWR4 PSA": That certain Pooling and Servicing Agreement dated
as of June 1, 2004, among Bear Stearns Commercial Mortgage Securities Inc., as
depositor, PAR, as a master servicer, WFB, as a master servicer, ARCap
Servicing, Inc., as general special servicer, WFB, as certificate administrator
and tax administrator, LaSalle, as trustee, ABN AMRO, as fiscal agent, and The
Prudential Insurance Company of America, as Shell Plaza non-pooled subordinate
noteholder, relating to the Bear Stearns Commercial Mortgage Trust 2004-PWR4,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4.

     "Serviced Mortgage Loan": Any Mortgage Loan (including a Specially Serviced
Mortgage Loan, but excluding an REO Mortgage Loan) other than any
Non-Trust-Serviced Pooled Mortgage Loan (and any Non-Pooled Mortgage Loan that
is related to such Non-Trust-Serviced Pooled Mortgage Loan).

     "Serviced Mortgage Loan Group": Each group of mortgage loans (if any) that
is part of a split loan structured that is principally serviced and administered
under this Agreement as identified in the Preliminary Statement hereto. For the
avoidance of doubt, no group of mortgage loans constitutes a Serviced Mortgage
Loan Group under this Agreement.

     "Serviced Non-Pooled Mortgage Loan": Each of the mortgage loans (if any),
other than a Pooled Mortgage Loan, that is part of a split loan structure that
is principally serviced and administered under this Agreement. For the avoidance
of doubt, no mortgage loan constitutes a Serviced Non-Pooled Mortgage Loan under
this Agreement and none of the provisions of this Agreement that purport to
relate to a Serviced Non-Pooled Mortgage Loan shall have any force or effect.

     "Serviced Non-Pooled Mortgage Loan Noteholder": The holder of any Serviced
Non-Pooled Mortgage Loan. For the avoidance of doubt, no Person constitutes or
has any right as a Serviced Non-Pooled Mortgage Loan Noteholder under this
Agreement and none of the provisions of this Agreement that purport to relate to
Serviced Non-Pooled Mortgage Loan Noteholders shall have any force or effect.

     "Serviced Non-Pooled Pari Passu Companion Loan": Each of the mortgage loans
(if any), other than a Pooled Mortgage Loan, that is part of a split loan
structure that is principally serviced and administered under this Agreement, is
secured by the same Mortgage encumbering a Pooled Mortgage Loan and is pari
passu in right of payment with that Pooled Mortgage Loan. The Serviced
Non-Pooled Pari Passu Companion Loans are not "Pooled Mortgage Loans" or part of
the Trust Fund, any REMIC Pool or either Grantor Trust Pool. For the avoidance
of doubt, no mortgage


                                      -56-
<PAGE>

loan constitutes a Serviced Non-Pooled Pari Passu Companion Loan under this
Agreement and none of the provisions of this Agreement that purport to relate to
a Serviced Non-Pooled Pari Passu Companion Loan shall have any force or effect.

     "Serviced Non-Pooled Pari Passu Companion Loan Noteholder": The holder of
any Serviced Non-Pooled Pari Passu Companion Loan. For the avoidance of doubt,
no Person constitutes or has any right as a Serviced Non-Pooled Pari Passu
Companion Loan Noteholder under this Agreement and none of the provisions of
this Agreement that purport to relate to Serviced Non-Pooled Pari Passu
Companion Loan Noteholders shall have any force or effect.

     "Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan that is a
Serviced Mortgage Loan.

     "Servicer Report Administrator": PAR as a Master Servicer (without regard
to the final sentence of the definition of "Master Servicer") or any successor
thereto appointed as provided herein.

     "Servicer Report Administrator Fee": With respect to each Pooled Mortgage
Loan and REO Pooled Mortgage Loan, the fee designated as such and payable to the
Servicer Report Administrator pursuant to Section 8.05(a).

     "Servicer Report Administrator Fee Rate": Five ten-thousands of one percent
(0.0005%) per annum.

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

     "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including reasonable attorneys' fees and
expenses, incurred or to be incurred, as the context requires, by the applicable
Master Servicer or the Special Servicer (or, if applicable, the Trustee or the
Fiscal Agent) in connection with the servicing of a Serviced Mortgage Loan (or,
in the limited circumstances set forth in Section 3.01(g), in connection with
the servicing of a Non-Trust-Serviced Pooled Mortgage Loan) as to which a
default, delinquency or other unanticipated event has occurred or is imminent,
or in connection with the administration of any Administered REO Property,
including:

          (1) any such costs and expenses associated with (a) compliance with
     the obligations of the applicable Master Servicer and/or the Special
     Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the
     preservation, insurance, restoration, protection and management of either a
     Mortgaged Property securing a Serviced Mortgage Loan or an Administered REO
     Property, including the cost of any "force placed" insurance policy
     purchased by the applicable Master Servicer or the Special Servicer to the
     extent such cost is allocable to a particular Mortgaged Property that the
     applicable Master Servicer or the Special Servicer is required to cause to
     be insured pursuant to Section 3.07(a), (c) obtaining any Insurance
     Proceeds, Condemnation Proceeds or Liquidation Proceeds in respect of any
     such Serviced Mortgage Loan or any Administered REO Property, (d) any
     enforcement or judicial proceedings with respect to any such Mortgage Loan,
     including foreclosures and similar proceedings, (e) the operation,
     management, maintenance and liquidation of any Administered REO Property,
     (f) obtaining any Appraisal required to be obtained hereunder, and (g) UCC
     filings (to the extent that the costs thereof are not reimbursed by the
     related Borrower), and

          (2) the reasonable and direct out-of-pocket travel expenses incurred
     by the Special Servicer in connection with performing inspections pursuant
     to Section 3.12(a);

provided that, notwithstanding anything to the contrary, "Servicing Advances"
shall not include (A) allocable overhead of a Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, such as costs for
office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses, (B) costs incurred
by or on behalf of any such party hereto or any Affiliate thereof in connection
with its purchase of any Mortgage Loan or REO Property pursuant to any provision
of this Agreement or any intercreditor agreement or similar agreement or (C)
costs or expenses expressly required under this Agreement to be borne by a
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent.


                                      -57-
<PAGE>

     "Servicing Advances" shall also include, however, any other expenditure
which is expressly designated as a "Servicing Advance" herein. All Emergency
Advances made by a Master Servicer at the direction of the Special Servicer
hereunder shall be considered "Servicing Advances" for the purposes hereof.

     "Servicing File": Any documents (other than documents required to be part
of the related Mortgage File, but including originals or copies of all
management agreements which are not covered by clause (xvii) of the definition
of "Mortgage File") that are in the possession or under the control of, or that
are required (pursuant to the applicable Pooled Mortgage Loan Purchase
Agreement, this Agreement or otherwise) to be delivered and actually have been
delivered to, as the context may require, the applicable Master Servicer or the
Special Servicer and relating to the origination and servicing of any Mortgage
Loan or the administration of any REO Property and reasonably necessary for the
ongoing administration and/or servicing of the applicable Mortgage Loan,
including any documents delivered by a Pooled Mortgage Loan Seller as described
in clause (i) of Section 2.01(f).

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

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

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

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

     "Servicing Standard": With respect to each of the Master Servicers and the
Special Servicer, to service and administer the Serviced Mortgage Loans and any
Administered REO Properties that such party is obligated to service and
administer pursuant to this Agreement in the best interests and for the benefit
of the Certificateholders (or, in the case of a Serviced Mortgage Loan Group,
for the benefit of the Certificateholders and the related Serviced Non-Pooled
Mortgage Loan Noteholders) (as determined by the applicable Master Servicer or
the Special Servicer, as the case may be, in its good faith and reasonable
judgment), as a collective whole, in accordance with applicable law and the
terms of this Agreement, and the respective Mortgage Loans (including, with
respect to a Serviced Mortgage Loan Group, the related Mortgage Loan Group
Intercreditor Agreement, as applicable) and, to the extent consistent with the
foregoing, in accordance with the following standards:

          (a) with the same care, skill, prudence and diligence as it services
     and administers comparable mortgage loans and manages real properties on
     behalf of third parties or on behalf of itself, whichever is the higher
     standard with respect to mortgage loans and REO properties that are
     comparable to those for which it is generally responsible hereunder, giving
     due consideration to customary and usual standards of practice utilized by
     prudent institutional commercial mortgage loan servicers under comparable
     circumstances;

          (b) with a view to: (i) in the case of a Master Servicer, the timely
     collection of all scheduled payments of principal and interest, including
     Balloon Payments, under the Serviced Mortgage Loans and the full collection
     of all Prepayment Premiums and Yield Maintenance Charges that may become
     payable under the Serviced Mortgage Loans, and (ii) in the case of the
     Special Servicer and any Serviced Mortgage Loan that is (A) a Specially
     Serviced Mortgage Loan or (B) a Serviced Mortgage Loan as to which the
     related Mortgaged Property has become an Administered REO Property, the
     maximization of recovery on such Mortgage Loan to the Certificateholders
     (or, in the case of a Serviced Mortgage Loan Group, to the
     Certificateholders and the related Serviced Non-Pooled Mortgage Loan
     Noteholders, as applicable), as a collective whole, of principal and
     interest, including Balloon Payments, on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to the Certificateholders (or, in the case of a Serviced Mortgage Loan
     Group, to the


                                      -58-
<PAGE>



     Certificateholders and the related Serviced Non-Pooled Mortgage Loan
     Noteholders, as applicable), as a collective whole, to be performed at the
     related Net Mortgage Rate (or, in the case of a Serviced Mortgage Loan
     Group, at the weighted average of the Net Mortgage Rates for the Mortgage
     Loans in such Serviced Mortgage Loan Group)); and

          (c) without regard to (i) any known relationship that the applicable
     Master Servicer or the Special Servicer, as the case may be, or any of its
     Affiliates may have with a related Borrower, a Mortgage Loan Seller or any
     other party to this Agreement, (ii) the ownership of any Certificate or any
     interest in any other Mortgage Loan in a Mortgage Loan Group by the
     applicable Master Servicer or the Special Servicer, as the case may be, or
     any of its Affiliates, (iii) the obligation of the applicable Master
     Servicer to make Advances or otherwise to incur servicing expenses with
     respect to any Serviced Mortgage Loan or Administered REO Property, (iv)
     the obligation of the Special Servicer to make, or direct the applicable
     Master Servicer to make, Servicing Advances (including Emergency Advances)
     or otherwise to incur servicing expenses with respect to any Serviced
     Mortgage Loan or Administered REO Property, (v) the right of the applicable
     Master Servicer or the Special Servicer, as the case may be, or any of its
     Affiliates to receive reimbursement of costs, or the sufficiency of any
     compensation payable to it, hereunder or with respect to any particular
     transaction, (vi) any ownership, servicing and/or management by the
     applicable Master Servicer or the Special Servicer, as the case may be, or
     any of its Affiliates, of any other mortgage loans or real property, (vii)
     the ownership by the applicable Master Servicer or the Special Servicer, as
     the case may be, or any of its Affiliates of any other debt owed by, or
     secured by ownership interests in, any of the Borrowers or any Affiliate of
     a Borrower, and (viii) the obligations of the applicable Master Servicer or
     the Special Servicer, as the case may be, or any of its Affiliates to
     repurchase any Pooled Mortgage Loan from the Trust Fund, or to indemnify
     the Trust Fund, in any event as a result of a Material Breach or a Material
     Document Defect;

provided that the foregoing standards shall apply with respect to a
Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property only to the
extent that the applicable Master Servicer or the Special Servicer has any
express duties or rights to grant consent with respect thereto pursuant to this
Agreement.

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

     "Sole Certificateholder(s)": Any Holder or group of Holders, as the case
may be, of 100% of the then outstanding Certificates.

     "Special Servicer": Midland Loan Services, Inc. in its capacity as special
servicer with respect to the Mortgage Pool and any related REO Properties
hereunder, or any successor special servicer appointed as provided herein.

     "Special Servicing Fee": With respect to each Specially Serviced Mortgage
Loan and each REO Mortgage Loan (other than any REO Property related to a
Non-Trust-Serviced Pooled Mortgage 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 Mortgage Loan (other than any REO Property related to
a Non-Trust-Serviced Pooled Mortgage Loan), (i) 0.25% per annum, if the
outstanding principal balance of such Specially Serviced Mortgage Loan or the
deemed outstanding principal balance of such REO Mortgage Loan is less than $20
million or (ii) 0.15% per annum, if the outstanding principal balance of such
Specially Serviced Mortgage Loan or the deemed outstanding principal balance of
such REO Mortgage Loan is greater than or equal to $20 million.

     "Specially Designated Defaulted Pooled Mortgage Loan": A Serviced Pooled
Mortgage Loan that both (A) is a Specially Serviced Mortgage Loan and (B) either
(i) is delinquent 120 days or more with respect to any Balloon Payment or 60
days or more with respect to any other Monthly Payment, with 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


                                      -59-
<PAGE>

acceleration of payments under the related Mortgage and Mortgage Note, or (ii)
is a Pooled Mortgage Loan as to which the amounts due thereunder have been
accelerated following any other material default.

     "Specially Designated Mortgage Loan Documents": With respect to any Pooled
Mortgage Loan, subject to Section 1.04, the following documents on a collective
basis:

          (i) the original executed Mortgage Note or alternatively, if the
     original executed Mortgage Note has been lost, a lost note affidavit and
     indemnity with a copy of such Mortgage Note;

          (ii) an original or a copy of the Mortgage, in each case (unless the
     particular item has been sent for recording but has not been returned from
     the applicable recording office) with evidence of recording indicated
     thereon; provided that if such original Mortgage cannot be delivered with
     evidence of recording thereon on or prior to the 90th day following the
     Closing Date because of a delay caused by the public recording office where
     such original Mortgage has been delivered for recordation or because such
     original Mortgage has been lost, there shall be delivered to the Trustee or
     a Custodian on its behalf a true and correct copy of such Mortgage,
     together with (A) in the case of a delay caused by the public recording
     office, an Officer's Certificate of the applicable Pooled Mortgage Loan
     Seller stating that such original Mortgage has been sent to the appropriate
     public recording official for recordation or (B) in the case of an original
     Mortgage that has been lost after recordation, a certification by the
     appropriate county recording office where such Mortgage is recorded that
     such copy is a true and complete copy of the original recorded Mortgage;

          (iii) the original or a copy of any related Assignment of Leases (if
     any such item is a document separate from the Mortgage), in each case
     (unless the particular item has been sent for recording but has not been
     returned from the applicable recorder) with evidence of recording thereon;

          (iv) the original or a copy of the policy or certificate of lender's
     title insurance issued in connection with such Mortgage Loan (or, if the
     policy has not yet been issued, an original or copy of a written commitment
     "marked-up" at the closing of such Mortgage Loan, interim binder or the pro
     forma title insurance policy, in each case evidencing a binding commitment
     to issue such policy);

          (v) if a material portion of the interest of the Borrower in the
     related Mortgaged Property consists of a leasehold interest, the original
     or a copy of the Ground Lease relating to such Mortgage Loan;

          (vi) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
     the original of any Letter of Credit evidencing or constituting Additional
     Collateral (provided that the originals of any such Letter of Credit may be
     delivered to the applicable Master Servicer with a copy to be contained in
     the Mortgage File); and

          (vii) if the related Mortgaged Property is a hospitality property that
     is subject to a franchise or similar arrangement, (a) an original or a copy
     of any franchise or similar agreement and (b) either (i) a signed copy of
     the comfort letter delivered by the franchisor or similar person for the
     benefit of the holder of the Mortgage Loan in connection with the Pooled
     Mortgage Loan Seller's origination or acquisition of the Mortgage Loan,
     together with such instrument(s) of notice or transfer (if any) as are
     necessary to transfer or assign to the Trust or the Trustee the benefits of
     such comfort letter, or (ii) a copy of the comfort letter delivered by the
     franchisor or similar person for the benefit of the holder of the Mortgage
     Loan in connection with such origination or acquisition of the Mortgage
     Loan, together with a signed copy or a fax copy of a new comfort letter (in
     substantially the same form and substance as the comfort letter delivered
     in connection with such origination or acquisition) by the franchisor or
     similar person for the benefit of the Trust or the Trustee (and, if a fax
     copy of a new comfort letter is delivered, then the original copy shall be
     included in the "Mortgage File" promptly following receipt thereof by the
     related Pooled Mortgage Loan Seller).


                                      -60-
<PAGE>

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

          (a) the related Borrower has failed to make when due any Balloon
     Payment, and the Borrower has not delivered to the applicable Master
     Servicer, on or prior to the due date of such Balloon Payment, a written
     refinancing commitment from an acceptable lender and reasonably
     satisfactory in form and substance to the applicable Master Servicer which
     provides that such refinancing will occur within 120 days after the date on
     which such Balloon Payment will become due (provided that such Mortgage
     Loan shall immediately become a Specially Serviced Mortgage Loan if either
     (x) such refinancing does not occur before the expiration of the time
     period for refinancing specified in such binding commitment or (y) the
     applicable Master Servicer is required to make a P&I Advance in respect of
     such Mortgage Loan (or, in the case of any Serviced Non-Pooled Mortgage
     Loan, in respect of the Pooled Mortgage Loan included in the same Serviced
     Mortgage Loan Group) at any time prior to such a refinancing); or

          (b) the related Borrower has failed to make when due any Monthly
     Payment (other than a Balloon Payment) or any other payment (other than a
     Balloon Payment) required under the related Mortgage Note or the related
     Mortgage, which failure has continued unremedied for sixty (60) days; or

          (c) the applicable Master Servicer determines (in accordance with the
     Servicing Standard) that a default in making any Monthly Payment (other
     than a Balloon Payment) or any other material payment (other than a Balloon
     Payment) required under the related Mortgage Note or the related Mortgage
     is likely to occur in the foreseeable future, and such default is likely to
     remain unremedied for at least sixty (60) days beyond the date on which the
     subject payment will become due; or the applicable Master Servicer
     determines (in accordance with the Servicing Standard) that a default in
     making a Balloon Payment is likely to occur in the foreseeable future, and
     such default is likely to remain unremedied for at least sixty (60) days
     beyond the date on which such Balloon Payment will become due (or, if the
     Borrower has delivered a written refinancing commitment from an acceptable
     lender and reasonably satisfactory in form and substance to the applicable
     Master Servicer which provides that such refinancing will occur within 120
     days following the date on which such Balloon Payment will become due, such
     Master Servicer determines (in accordance with the Servicing Standard) that
     (A) the Borrower is likely not to make one or more Assumed Monthly Payments
     prior to such a refinancing or (B) such refinancing is not likely to occur
     within 120 days following the date on which such Balloon Payment will
     become due); or

          (d) there shall have occurred a default (including, in the applicable
     Master Servicer's or the Special Servicer's judgment, the failure of the
     related Borrower to maintain any insurance required to be maintained
     pursuant to the related Mortgage Loan Documents, unless such default has
     been waived in accordance with Section 3.07 or Section 3.20 hereof) under
     the related Mortgage Loan Documents, other than as described in clause (a),
     (b) or (c) above, that may, in the applicable Master Servicer's or the
     Special Servicer's good faith and reasonable judgment, materially impair
     the value of the related Mortgaged Property as security for such Mortgage
     Loan or otherwise materially and adversely affect the interests of
     Certificateholders (or, in the case of any Serviced Non-Pooled Mortgage
     Loan, the interests of the related Serviced Non-Pooled Mortgage Loan
     Noteholder(s)), which default has continued unremedied for the applicable
     cure period under the terms of such Mortgage Loan (or, if no cure period is
     specified, 60 days); or

          (e) 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, marshalling of assets and liabilities or
     similar proceedings, or for the winding-up or liquidation of its affairs,
     shall have been entered against the related Borrower and such decree or
     order shall have remained in force undischarged or unstayed for a period of
     60 days; or


                                      -61-
<PAGE>

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

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

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

provided that a Serviced Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan, when a Liquidation Event has occurred in respect of such Mortgage
Loan, or at such time as such of the following as are applicable occur with
respect to the circumstances identified above that caused such Mortgage Loan to
be characterized as a Specially Serviced Mortgage Loan (and provided that no
other Servicing Transfer Event then exists):

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

          (x) with respect to the circumstances described in clauses (c), (e),
     (f), and (g) above, such circumstances cease to exist in the good faith
     reasonable judgment, exercised in accordance with the Servicing Standard,
     of the Special Servicer;

          (y) with respect to the circumstances described in clause (d) above,
     such default is cured in the good faith reasonable judgment, exercised in
     accordance with the Servicing Standard, of the Special Servicer; and

          (z) with respect to the circumstances described in clause (h) above,
     such proceedings are terminated.

     Notwithstanding the foregoing, if a Servicing Transfer Event exists as
contemplated above in this definition for any Mortgage Loan in a Serviced
Mortgage Loan Group, it shall be deemed to exist for the other Mortgage Loans in
such Serviced Mortgage Loan Group.

     "Specially Serviced Pooled Mortgage Loan": A Serviced Pooled Mortgage Loan
that constitutes a Specially Serviced Mortgage Loan. Notwithstanding anything
herein to the contrary, in no event shall a Non-Trust-Serviced Pooled Mortgage
Loan constitute a Specially Serviced Pooled Mortgage Loan hereunder.

     "Startup Day": With respect to each REMIC Pool, the day designated as such
in Section 2.13(a) (in the case of REMIC I), Section 2.15(a) (in the case of
REMIC II) or Section 2.17(a) (in the case of REMIC III), as applicable.

     "Stated Maturity Date": With respect to any Mortgage Loan, the Due Date
specified in the related Mortgage Note (as in effect on the Closing Date or, in
the case of a Replacement Pooled Mortgage Loan, on the related date of
substitution) on which the last payment of principal is due and payable under
the terms of such Mortgage Note, without regard to any change in or modification
of such terms in connection with a bankruptcy or similar proceeding involving
the related Borrower or a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the applicable Master Servicer or the Special
Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, by the applicable Non-Trust Master Servicer
or the applicable Non-Trust Special Servicer


                                      -62-
<PAGE>


pursuant to the related Non-Trust Servicing Agreement) and, in the case of an
ARD Mortgage Loan, without regard to its Anticipated Repayment Date.

     "Stated Principal Balance": With respect to any Pooled Mortgage Loan (and
any successor REO Pooled Mortgage Loan with respect thereto), a principal
balance which (a) initially shall equal the unpaid principal balance thereof as
of the related Cut-off Date or, in the case of any Replacement Pooled Mortgage
Loan, as of the related date of substitution, in any event after application of
all payments of principal due thereon on or before such date, whether or not
received, and (b) shall be permanently reduced on each subsequent Distribution
Date (to not less than zero) by the sum of:

          (i) that portion, if any, of the Unadjusted Principal Distribution
     Amount for such Distribution Date that is attributable to such Pooled
     Mortgage Loan (or successor REO Pooled Mortgage Loan); and

          (ii) the principal portion of any Realized Loss incurred in respect of
     such Pooled Mortgage Loan (or successor REO Pooled Mortgage Loan) during
     the related Collection Period;

provided that, if a Liquidation Event occurs in respect of any Mortgage Loan or
REO Property, then the "Stated Principal Balance" of such Mortgage Loan or of
the related REO Pooled Mortgage Loan, as the case may be, shall be zero
commencing as of the close of business on the Distribution Date next following
the Collection Period in which such Liquidation Event occurred.

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

     "Sub-Servicing Agreement": The written contract between a 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. For the avoidance of doubt, the Primary Servicing Agreement does
not constitute a Sub-Servicing Agreement.

     "Substitution Shortfall Amount": In connection with the substitution of one
or more Replacement Pooled Mortgage Loans for any Defective Pooled Mortgage
Loan, the amount, if any, by which the Purchase Price for such Defective Pooled
Mortgage Loan (calculated as if it were to be repurchased, instead of replaced,
on the relevant date of substitution), exceeds the initial Stated Principal
Balance or the initial aggregate Stated Principal Balance, as the case may be,
of such Replacement Pooled Mortgage Loan(s) as of the date of substitution.

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

     "Tax Administrator": WFB, in its capacity as tax administrator hereunder,
or any successor tax administrator appointed as herein provided.

     "Tax Administrator Fee": The portion of the Trustee Fee payable to the Tax
Administrator in an amount agreed to by the Trustee and the Tax Administrator.

     "Tax Matters Person": With respect to any REMIC Pool, the Person designated
as the "tax matters person" of such REMIC Pool 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, pursuant to Section 10.01(b), be
the Holder of Certificates evidencing the largest Percentage Interest in the
Class R Certificates.

     "Tax Returns": The federal income tax return on IRS Form 1066, U.S. Real
Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including Schedule
Q thereto, Quarterly Notice to Residual Interest Holder of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each
REMIC Pool due to its classification as a REMIC under the REMIC Provisions,
together with any and all other information, reports or returns


                                      -63-
<PAGE>

that may be required to be furnished to the Certificateholders or filed with the
IRS under any applicable provisions of federal tax law or any other governmental
taxing authority under applicable state or local tax laws.

     "Termination Price": As defined in Section 9.01(a).

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

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

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

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

     "Trust": The trust created hereby.

     "Trust Fund": Collectively, all of the assets of all the REMIC Pools and
both of the Grantor Trust Pools.

     "Trustee": LaSalle, in its capacity as trustee hereunder, or any successor
trustee appointed as herein provided.

     "Trustee Fee": With respect to each Pooled Mortgage Loan and REO Pooled
Mortgage Loan, the fee designated as such and payable to the Trustee pursuant to
Section 8.05(a). The Trustee Fee includes the Certificate Administrator Fee and
the Tax Administrator Fee.

     "Trustee Fee Rate": Twenty ten-thousandths of one percent (0.0020%) per
annum.

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

     "UCC Financing Statement": A financing statement filed, or to be filed,
pursuant to the UCC.

     "Unadjusted Principal Distribution Amount": As defined in the definition of
"Principal Distribution Amount".

     "Uncertificated Accrued Interest": As defined in Section 2.13(g) with
respect to any REMIC I Regular Interest for any Interest Accrual Period and in
Section 2.15(g) with respect to any REMIC II Regular Interest for any Interest
Accrual Period.

     "Uncertificated Distributable Interest": As defined in Section 2.13(g) with
respect to any REMIC I Regular Interest for any Distribution Date and in Section
2.15(g) with respect to any REMIC II Regular Interest for any Distribution Date.

     "Uncertificated Principal Balance": The principal balance outstanding from
time to time of any REMIC I Regular Interest (calculated in accordance with
Section 2.13(e) hereof) or any REMIC II Regular Interest (calculated in
accordance with Section 2.15(e) hereof).

     "Underwriter Exemption": PTE 90-30 issued to Bear, Stearns & Co. Inc., PTE
90-29 issued to Merrill Lynch, Pierce, Fenner & Smith Incorporated or PTE 90-24
issued to Morgan Stanley & Co. Incorporated, each as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41 and as may be subsequently amended following the Closing
Date.


                                      -64-
<PAGE>

     "Underwriters": Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Brokerage
Services, LLC.

     "United States Securities Person": Any "U.S. person" as defined in Rule
902(k) of Regulation S.

     "United States Tax Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any State thereof or the District of Columbia, an
estate whose income from sources without the United States is includible 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 Tax 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 the applicable Treasury Regulations, certain trusts in
existence on August 20, 1996 that elect to be treated as United States Tax
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 subsection (iii) of Section
3.05(a)(II) but that has not been recovered from the Borrower or otherwise from
collections on or the proceeds of the Mortgage Loan or REO Property in respect
of which the Advance was made.

     "Unrestricted Servicer Reports": Each of the CMSA Loan Setup File, the CMSA
Loan Periodic Update File, the CMSA Delinquent Loan Status Report, the CMSA
Historical Loan Modification Report, the CMSA Historical Liquidation Report, the
CMSA REO Status Report, the CMSA Loan Level Reserve Report, the CMSA
Reconciliation of Funds Report and the Realized Loss Report.

     "USAP": The Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America.

     "USPAP": The Uniform Standards of Professional Appraisal Practices.

     "Voting Rights": The voting rights evidenced by the respective
Certificates. At all times during the term of this Agreement, 99.0% of the
Voting Rights shall be allocated among all the Holders of the various Classes of
Principal Balance Certificates in proportion to the respective Class Principal
Balances of such Classes, and 1.0% of the Voting Rights shall be allocated among
all the Holders of the various Classes of Interest Only Certificates in
proportion to the respective Class Notional Amounts of such Classes. Voting
Rights allocated to a particular Class of Certificateholders shall be allocated
among such Certificateholders in proportion to the respective Percentage
Interests evidenced by their respective Certificates. No Voting Rights shall be
allocated to the Class R or Class V Certificateholders.

     "Weighted Average REMIC I Remittance Rate": As defined in Section 2.15(f).

     "WFB": Wells Fargo Bank, National Association, or its successor in
interest.

     "WFB Pooled Mortgage Loan": Any Mortgage Loan that is either an Original
WFB Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that was
delivered under the WFB Pooled Mortgage Loan Purchase Agreement in substitution
for an Original WFB Pooled Mortgage Loan.

     "WFB Pooled Mortgage Loan Purchase Agreement": That certain Pooled Mortgage
Loan Purchase Agreement dated as of October 6, 2004, between WFB as seller and
the Depositor as purchaser.

     "Within Grace Period Loan": With respect to any Monthly Payment or Assumed
Monthly Payment due and payable, or deemed due and payable, in respect of any
particular Pooled Mortgage Loan, the status attributable to that Mortgage Loan
by reason of, if applicable, the fact that, although such Monthly Payment or
Assumed Monthly Payment


                                      -65-
<PAGE>

has not been received, the Due Date, together with any applicable grace period,
for such Monthly Payment or Assumed Monthly Payment has not passed.

     "Workout-Delayed Reimbursement Amount": As defined in subsection (II)(i) of
Section 3.05(a).

     "Workout Fee": The fee designated as such in, and payable to the Special
Servicer in connection with Corrected Mortgage Loans pursuant to, the second
paragraph of Section 3.11(c).

     "Workout Fee Rate": With respect to each Corrected Mortgage Loan, (i) 1.0%,
if the outstanding principal balance of such Specially Serviced Mortgage Loan or
the deemed outstanding principal balance of the related REO Mortgage Loan, as
the case may be, is less than $20 million at the time the related Workout Fee is
due and payable, or (ii) 0.75% if the outstanding principal balance of such
Specially Serviced Mortgage Loan or the deemed outstanding principal balance of
the related REO Mortgage Loan, as the case may be, is greater than or equal to
$20 million at the time the related Workout Fee is due and payable.

     "World Apparel Center Intercreditor Agreement": That certain Co-Lender
Agreement dated as of June 18, 2004, among JPMorgan Chase Bank, as note A1
lender, Lehman Brothers Bank, FSB, as note A2 lender, and Morgan Stanley
Mortgage Capital Inc., as note A3 and note A4 lender.

     "World Apparel Center Loan Group": The World Apparel Center Pooled Mortgage
Loan and the World Apparel Center Non-Pooled Pari Passu Companion Loans,
together.

     "World Apparel Center Mortgaged Property": The Mortgaged Property
identified on the Pooled Mortgage Loan Schedule as "World Apparel Center".

     "World Apparel Center Non-Pooled Pari Passu Companion Loans": The three
mortgage loans, with original principal balances in the amount of $73,000,000,
$73,000,000 and $35,770,000, respectively, that are secured by the same Mortgage
encumbering the World Apparel Center Mortgaged Property as the World Apparel
Center Pooled Mortgage Loan and are pari passu in right of payment with the
World Apparel Center Pooled Mortgage Loan. The World Apparel Center Non-Pooled
Pari Passu Companion Loans are not "Pooled Mortgage Loans" or part of the Trust
Fund, any REMIC Pool or either Grantor Trust Pool.

     "World Apparel Center Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the World Apparel Center Mortgaged Property.

     "Yield Maintenance Charge": With respect to any Mortgage Loan, any premium,
fee or other additional amount paid or payable, as the context requires, by a
Borrower in connection with a Principal Prepayment on, or other early collection
of principal of, a Mortgage Loan, calculated, in whole or in part, pursuant to a
yield maintenance formula or otherwise pursuant to a formula that reflects the
lost interest, including any specified amount or specified percentage of the
amount prepaid which constitutes the minimum amount that such Yield Maintenance
Charge may be.

     SECTION 1.02. General Interpretive Principles.

     For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

          (i) the terms defined in this Agreement include the plural as well as
     the singular, and the use of any gender herein shall be deemed to include
     the other gender;

          (ii) accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with GAAP as in effect from time to time;


                                      -66-
<PAGE>

          (iii) references herein to "Articles", "Sections", "Subsections",
     "Paragraphs" and other subdivisions without reference to a document are to
     designated Articles, Sections, Subsections, Paragraphs and other
     subdivisions of this Agreement;

          (iv) a reference to a Subsection without further reference to a
     Section is a reference to such Subsection as contained in the same Section
     in which the reference appears, and this rule shall also apply to
     Paragraphs and other subdivisions;

          (v) the words "herein", "hereof", "hereunder", "hereto", "hereby" and
     other words of similar import refer to this Agreement as a whole and not to
     any particular provision; and

          (vi) the terms "include" and "including" shall mean without limitation
     by reason of enumeration.

     SECTION 1.03. Certain Calculations in Respect of the Mortgage Pool.

     (a) All amounts Received by the Trust in respect of any
Cross-Collateralized Group, including any payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds (including any such
collections on or in respect of Corrected Mortgage Loans), together with any
other cash recoveries on and proceeds of any Cross-Collateralized Group shall be
applied among the Pooled Mortgage Loans constituting such Cross-Collateralized
Group in accordance with the express provisions of the related Mortgage Loan
Documents and, in the absence of such express provisions, in accordance with the
Servicing Standard. All amounts Received by the Trust in respect of or allocable
to any particular Pooled Mortgage Loan (whether or not such Pooled Mortgage Loan
constitutes part of a Cross-Collateralized Group, but excluding any
Non-Trust-Serviced Pooled Mortgage Loan), including any payments from Borrowers,
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds (including any
such collections on or in respect of Corrected Mortgage Loans), together with
any other cash recoveries on and proceeds of such Pooled Mortgage Loan shall be
applied to amounts due and owing under the related Mortgage Note and Mortgage
(including for principal and accrued and unpaid interest) in accordance with the
express provisions of the related Mortgage Loan Documents and, in the absence of
such express provisions or if and to the extent that such terms authorize the
lender to use its discretion, shall be applied: first, as a recovery of any
related and unreimbursed Servicing Advances (together with, without duplication,
any Unliquidated Advances in respect of prior Servicing Advances and any prior
Servicing Advances theretofore determined to constitute Nonrecoverable Servicing
Advances to the extent not previously reimbursed from amounts otherwise
distributable as principal) and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest (together with, without
duplication, any Unliquidated Advances in respect of prior P&I Advances of such
interest and any P&I Advances of interest theretofore determined to constitute
Nonrecoverable P&I Advances) on such Pooled Mortgage Loan to, but not including,
the Due Date in the Collection Period in which the collection occurred,
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal (together with, without duplication, any
Unliquidated Advances in respect of prior P&I Advances of such principal and any
prior P&I Advances of such principal theretofore determined to constitute
Nonrecoverable P&I Advances to the extent not previously reimbursed from amounts
otherwise distributable as principal) of such Pooled Mortgage Loan then due and
owing, including by reason of acceleration of such Pooled Mortgage Loan
following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Pooled Mortgage Loan, as a recovery of principal to the extent
of its entire remaining unpaid principal balance); fourth, unless a Liquidation
Event has occurred in respect of such Pooled Mortgage Loan, as a recovery of
amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items; fifth, unless a Liquidation Event has occurred in
respect of such Pooled Mortgage Loan, as a recovery of Reserve Funds to the
extent then required to be held in escrow; sixth, as a recovery of any Default
Charges then due and owing under such Pooled Mortgage Loan; seventh, as a
recovery of any Prepayment Premium or Yield Maintenance Charge then due and
owing under such Pooled Mortgage Loan; eighth, as a recovery of any assumption
fees and modification fees then due and owing under such Pooled Mortgage Loan;
ninth, as a recovery of any other amounts then due and owing under such Pooled
Mortgage Loan other than remaining unpaid principal and, in the case of an ARD


                                      -67-
<PAGE>

Mortgage Loan after its Anticipated Repayment Date, other than Post-ARD
Additional Interest; tenth, as a recovery of any remaining principal of such
Pooled Mortgage Loan to the extent of its entire remaining unpaid principal
balance; and, eleventh, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Post-ARD
Additional Interest on such ARD Mortgage Loan to, but not including, the date of
receipt by or on behalf of the Trust.

     (b) Amounts Received by the Trust with respect to each REO Property (other
than, if applicable, any REO Property related to any Non-Trust-Serviced Pooled
Mortgage Loan) (exclusive of amounts to be applied to the payment of the costs
of operating, managing, maintaining and disposing of such REO Property) shall be
treated: first, as a recovery of any related and unreimbursed Servicing Advances
(together with any Unliquidated Advances in respect of prior Servicing Advances
and any prior Servicing Advances theretofore determined to constitute
Nonrecoverable Servicing Advances) and, if applicable, unpaid Liquidation
Expenses; second, as a recovery of accrued and unpaid interest (together with
any Unliquidated Advances in respect of prior P&I Advances of such interest and
any P&I Advances of interest theretofore determined to constitute Nonrecoverable
P&I Advances) on the related REO Pooled Mortgage Loan to, but not including, the
Due Date in the Collection Period of receipt by or on behalf of the Trust,
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an REO Pooled Mortgage Loan that
relates to an ARD Mortgage Loan after its Anticipated Repayment Date, that
constitutes Post-ARD Additional Interest; third, as a recovery of principal
(together with any Unliquidated Advances in respect of prior P&I Advances of
such principal and any P&I Advances of principal theretofore determined to
constitute Nonrecoverable P&I Advances) of the related REO Pooled Mortgage Loan
to the extent of its entire unpaid principal balance; fourth, as a recovery of
any Default Charges deemed to be due and owing in respect of the related REO
Pooled Mortgage Loan; fifth, as a recovery of any Prepayment Premium or Yield
Maintenance Charge deemed to be due and owing in respect of the related REO
Pooled Mortgage Loan; sixth, as a recovery of any other amounts deemed to be due
and owing in respect of the related REO Pooled Mortgage Loan (other than, in the
case of an REO Pooled Mortgage Loan that relates to an ARD Mortgage Loan after
its Anticipated Repayment Date, accrued and unpaid Post-ARD Additional
Interest); and seventh, in the case of an REO Pooled Mortgage Loan that relates
to an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of
any accrued and unpaid Post-ARD Additional Interest on such REO Pooled Mortgage
Loan to, but not including, the date of receipt by or on behalf of the Trust.

     (c) The parties hereto acknowledge that any payments, collections and
recoveries received by the parties to the Non-Trust Servicing Agreement related
to each Non-Trust-Serviced Pooled Mortgage Loan are required to be allocated by
such parties in accordance with the terms and conditions of the related Mortgage
Loan Group Intercreditor Agreement and such Non-Trust Servicing Agreement.

     (d) For the purposes of this Agreement, Post-ARD Additional Interest on an
ARD Mortgage Loan or a successor REO Mortgage Loan with respect thereto 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 Mortgage
Loan or successor REO Mortgage Loan, notwithstanding that the terms of the
related Mortgage Loan Documents so permit. To the extent any Post-ARD Additional
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

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

     SECTION 1.04. Cross-Collateralized Mortgage Loans.

     Notwithstanding anything herein to the contrary, it is hereby acknowledged
that any groups of Pooled Mortgage Loans identified on the Pooled Mortgage Loan
Schedule as being cross-collateralized with each other are, in the case of each
such particular group of Pooled Mortgage Loans, by their terms, cross-defaulted
and cross-collateralized with each other. For purposes of reference only in this
Agreement, and without in any way limiting the servicing rights and powers of
the applicable Master Servicer and/or the Special Servicer, with respect to any
Cross-Collateralized Mortgage Loan (or successor REO Mortgage Loan with respect
thereto), the Mortgaged Property (or REO Property) that relates or


                                      -68-
<PAGE>

corresponds thereto shall be the property identified in the Pooled Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including
each of the defined terms set forth in Section 1.01, shall be interpreted in a
manner consistent with this Section 1.04; provided that, if there exists with
respect to any Cross-Collateralized Group only one original of any document
referred to in the definition of "Mortgage File" covering all the Pooled
Mortgage Loans in such Cross-Collateralized Group, then the inclusion of the
original of such document in the Mortgage File for any of the Pooled Mortgage
Loans constituting such Cross-Collateralized Group shall be deemed an inclusion
of such original in the Mortgage File for each such Pooled Mortgage Loan.

     SECTION 1.05. Incorporation of Preliminary Statement.

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


                                      -69-
<PAGE>

                                   ARTICLE II

  CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
  ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS,
  REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST,
                  REMIC III RESIDUAL INTEREST AND CERTIFICATES

     SECTION 2.01. Conveyance of Pooled Mortgage Loans.

     (a) It is the intention of the parties hereto that a common law trust be
established under the laws of the State of New York pursuant to this Agreement
and, further, that such trust be designated as "Bear Stearns Commercial Mortgage
Trust 2004-PWR5". LaSalle is hereby appointed, and does hereby agree to act, as
Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the
exclusive use and benefit of all present and future Certificateholders. It is
not intended that this Agreement create a partnership or a joint-stock
association.

     (b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, 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 Original Pooled Mortgage Loans and all documents included in the related
Mortgage Files and Servicing Files, (ii) the rights of the Depositor under
Sections 2, 3, 4 (other than Section 4(c)) and 5 (and, to the extent related to
the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each Pooled
Mortgage Loan Purchase Agreement and (iii) all other assets included or to be
included in the Trust Fund. Such assignment includes (i) all scheduled payments
of principal and interest under and proceeds of the Original Pooled Mortgage
Loans received after the Cut-off Date (other than scheduled payments of interest
and principal due on or before the respective Cut-off Date, which shall belong
and be promptly remitted to the related Pooled Mortgage Loan Seller), together
with all documents delivered or caused to be delivered hereunder with respect to
the Original Pooled Mortgage Loans by the respective Pooled Mortgage Loan
Sellers (including all documents included in the related Mortgage Files and
Servicing Files and any related Additional Collateral); (ii) any REO Property
acquired in respect of an Original Pooled Mortgage Loan (or, in the case of any
REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the rights of
the holder of the related Original Pooled Mortgage Loan with respect thereto);
and (iii) such funds or assets as from time to time are deposited in each
Collection Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, and subject to the
rights of any related Serviced Non-Pooled Mortgage Loan Noteholders, the related
REO Account. This conveyance is subject, however, to the right of the Designated
Sub-Servicers pursuant to the Designated Sub-Servicer Agreements and, in the
case of any particular Original Pooled Mortgage Loan, the rights of any other
creditor(s) under any related intercreditor agreement, co-lender agreement or
similar agreement.

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

     (c) The conveyance of the Original Pooled Mortgage Loans and the related
rights and property accomplished hereby is absolute and is intended by the
parties hereto to constitute an absolute transfer of the Original Pooled
Mortgage Loans and such other related rights and property by the Depositor to
the Trustee for the benefit of the Certificateholders. Furthermore, it is not
intended that such conveyance be a pledge of security for a loan. If such
conveyance is determined to be a pledge of security for a loan, however, the
Depositor and the Trustee intend that the rights and obligations of the parties
to such loan shall be established pursuant to the terms of this Agreement. The
Depositor and the Trustee also intend and agree that, in such event, (i) this
Agreement shall constitute a security agreement under applicable law, (ii) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in all of the Depositor's right, title and
interest in and to the assets constituting the Trust Fund, including the Pooled
Mortgage Loans subject hereto from time to time, all principal and interest
received on or with respect to such Mortgage Loans after the Closing Date (other
than scheduled payments of interest and principal due and


                                      -70-
<PAGE>

payable on such Mortgage Loans on or prior to the related Due Date in October
2004 or, in the case of a Replacement Pooled Mortgage Loan, on or prior to the
related date of substitution), all amounts held from time to time in each
Collection Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, the REO Accounts, and
all investment earnings on such amounts, and all of the Depositor's right, title
and interest under the Pooled Mortgage Loan Purchase Agreements that are
described under clause (ii) of the first sentence of Section 2.01(b), (iii) the
possession by the Trustee or its agent of the Mortgage Notes with respect to the
Pooled Mortgage Loans subject hereto from time to time and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" or possession by a
purchaser or person designated by such secured party for the purpose of
perfecting such security interest under applicable law, and (iv) notifications
to, and acknowledgments, receipts or confirmations from, Persons holding such
property, shall be deemed to be notifications to, or acknowledgments, receipts
or confirmations from, securities intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a Form UCC-1 financing statement substantially in the form
attached as Exhibit J hereto in all appropriate locations in the State of
Delaware promptly following the initial issuance of the Certificates, and the
Trustee shall, at the expense of the Depositor (to the extent reasonable),
prepare and file continuation statements with respect thereto, in each case
within six months prior to the fifth anniversary of the immediately preceding
filing. The Depositor shall cooperate in a reasonable manner with the Trustee in
the preparation and filing such continuation statements. This Section 2.01(c)
shall constitute notice to the Trustee pursuant to any requirements of the UCC
in effect in each applicable jurisdiction.

     (d) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that each Pooled
Mortgage Loan Seller is obligated, at such Pooled Mortgage Loan Seller's
expense, pursuant to the related Pooled 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, on or before the Closing Date, the
Mortgage Note for each Pooled Mortgage Loan so assigned, endorsed to the Trustee
as specified in clause (i) of the definition of "Mortgage File" and, on or
before the respective delivery dates therefor set forth in the related Pooled
Mortgage Loan Purchase Agreement, the remainder of the Mortgage File and any
Additional Collateral (other than original Letters of Credit and Reserve Funds,
which are to be transferred to the applicable Master Servicer) for each Original
Pooled Mortgage Loan acquired by the Depositor from such Pooled Mortgage Loan
Seller. Notwithstanding the preceding sentence, if the applicable Pooled
Mortgage Loan Seller cannot so deliver, or cause to be delivered, as to any
Mortgage Loan, the original or a copy of any of the documents and/or instruments
referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of
"Mortgage File", with evidence of recording or filing (if applicable, and as the
case may be) thereon, solely because of a delay caused by the public recording
or filing office where such document or instrument has been delivered for
recordation or filing, as the case may be, then (subject to the obligation of
such Pooled Mortgage Loan Seller to nonetheless deliver such document or
instrument to the Trustee or a Custodian appointed thereby promptly upon such
Pooled Mortgage Loan Seller's receipt thereof), so long as a copy of such
document or instrument, certified by the related Pooled Mortgage Loan Seller or
title agent as being a copy of the document deposited for recording or filing,
has been delivered to the Trustee on or before the respective delivery dates
therefor set forth in the related Pooled Mortgage Loan Purchase Agreement, the
delivery requirements of the related Pooled Mortgage Loan Purchase Agreement
shall be deemed to have been satisfied as to such missing item, and such missing
item shall be deemed to have been included in the related Mortgage File; and if
the applicable Pooled Mortgage Loan Seller cannot or does not so deliver, or
cause to be delivered, as to any Pooled Mortgage Loan (exclusive of a
Non-Trust-Serviced Pooled Mortgage Loan), the original of any of the documents
and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of
"Mortgage File", because such document or instrument has been delivered for
recording or filing, as the case may be, then (subject to the obligation of such
Pooled Mortgage Loan Seller to nonetheless deliver such document or instrument
to the Trustee or a Custodian appointed thereby promptly upon such Pooled
Mortgage Loan Seller's receipt thereof) so long as a copy of such document or
instrument, certified by the related Pooled Mortgage Loan Seller or title agent
as being a copy of the document deposited for recording or filing, has been
delivered to the Trustee on or before the respective delivery dates therefor set
forth in the related Pooled Mortgage Loan Purchase Agreement, the delivery
requirements of the related Pooled Mortgage Loan Purchase Agreement shall be
deemed to have been satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File. In addition,
with respect to each Pooled


                                      -71-
<PAGE>

Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan) under
which any Additional Collateral is in the form of a Letter of Credit as of the
Closing Date, the Depositor hereby represents and warrants that the related
Pooled Mortgage Loan Seller is contractually obligated to cause to be prepared,
executed and delivered to the issuer of each such Letter of Credit such notices,
assignments and acknowledgments as are required under such Letter of Credit to
assign, without recourse, to the Trustee the related Pooled Mortgage Loan
Seller's rights as the beneficiary thereof and drawing party thereunder.
Furthermore, with respect to each Pooled Mortgage Loan, if any, as to which
there exists a secured creditor impaired property insurance policy or a
pollution limited liability environmental impairment policy covering the related
Mortgaged Property, the related Pooled Mortgage Loan Seller is contractually
obligated to cause such policy, within a reasonable period following the Closing
Date, to inure to the benefit of the Trustee on behalf of the Certificateholders
(if and to the extent that it does not by its terms automatically run to the
holder of such Pooled Mortgage Loan). The Depositor shall deliver to the Trustee
on or before the Closing Date a fully executed counterpart of each Pooled
Mortgage Loan Purchase Agreement. With respect to each Non-Trust-Serviced Pooled
Mortgage Loan, the parties hereto acknowledge the provisions of the related
Pooled Mortgage Loan Purchase Agreement in which the related Pooled Mortgage
Loan Seller represents, warrants and covenants to the effect that the documents
described in clauses (ii) and (iii) of the definition of "Mortgage File" and
documents comparable to those described in clause (iv) of the definition of
"Mortgage File" have been delivered to the trustee or custodian under the
related Non-Trust Servicing Agreement, except to the extent that the absence of
such document does not violate the terms of such Non-Trust Servicing Agreement.
In addition, with respect to each Non-Trust-Serviced Pooled Mortgage Loan, the
parties hereto acknowledge the provisions of the related Pooled Mortgage Loan
Purchase Agreement in which the related Pooled Mortgage Loan Seller represents,
warrants and covenants to the effect that any "Document Defect" as such term is
defined in the applicable Non-Trust Servicing Agreement shall constitute a
Document Defect under the related Pooled Mortgage Loan Purchase Agreement. None
of the Depositor, the Trustee, the Fiscal Agent, any Custodian, either Master
Servicer or the Special Servicer shall be liable for any failure by any Pooled
Mortgage Loan Seller to comply with the document delivery requirements of the
related Pooled Mortgage Loan Purchase Agreement.

     (e) As soon as reasonably possible, and in any event within 45 days after
the later of (i) the Closing Date (or, in the case of a Replacement Pooled
Mortgage Loan substituted as contemplated by Section 2.03, after the related
date of substitution) and (ii) the date on which all recording information
necessary to complete the subject document is received by the Trustee, the
Trustee shall complete (to the extent necessary), and shall submit for recording
or filing, as the case may be, including via electronic means, if appropriate,
in or with the appropriate office for real property records or UCC Financing
Statements, as applicable, each assignment of Mortgage and assignment of
Assignment of Leases (except, in each case, with respect to any Mortgage or
Assignment of Leases that has been recorded in the name of MERS or its designee)
in favor of the Trustee referred to in clause (iv) of the definition of
"Mortgage File" that has been received by the Trustee or a Custodian on its
behalf and each assignment of UCC Financing Statement (except with respect to
any UCC Financing Statement that has been recorded in the name of MERS or its
designee) in favor of the Trustee referred to in clause (ix)(B) of the
definition of "Mortgage File" that has been received by the Trustee or a
Custodian on its behalf; provided, however, that (x) the Trustee shall only
submit such items for recording or filing to the extent that they are related to
Mortgage Loans for which PMCF is the Pooled Mortgage Loan Seller and (y) the
parties hereto acknowledge that the BSCMI Pooled Mortgage Loan Purchase
Agreement, the WFB Pooled Mortgage Loan Agreement and the Nationwide Pooled
Mortgage Loan Agreement require BSCMI, WFB or Nationwide, as the case may be, to
itself submit or cause to be submitted, such items for recording or filing to
the extent that they are related to Mortgage Loans for which such Pooled
Mortgage Loan Seller is the applicable Pooled Mortgage Loan Seller. Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording, and each such assignment of UCC
Financing Statement shall reflect that the file copy thereof or an appropriate
receipt therefor, as applicable, should be returned to the Trustee following
filing; provided that in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases a copy of the recorded original shall be obtained. At such time as such
assignments or verifications of electronic filing have been returned to the
Trustee, the Trustee shall, if so requested, forward a copy thereof to the
applicable Master Servicer either, to the extent that they are related to
Mortgage Loans for which PMCF or Nationwide is the Pooled Mortgage Loan Seller,
at the expense of the related Pooled Mortgage Loan Seller to the extent provided
in the separate agreement between the Trustee and such Pooled Mortgage Loan
Seller, or, to the extent that they are related to Mortgage Loans for which


                                      -72-
<PAGE>

BSCMI or WFB is the Pooled Mortgage Loan Seller, at the expense of the related
Pooled Mortgage Loan Seller as provided in the related Pooled Mortgage Loan
Purchase Agreement. 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 Pooled Mortgage Loan Seller to prepare or cause
to be prepared promptly, pursuant to the related Pooled Mortgage Loan Purchase
Agreement, a substitute therefor or cure such defect, as the case may be, and
thereafter the Trustee (in connection with Mortgage Loans described in clause
(x) above) or the applicable Pooled Mortgage Loan Seller (in connection with
Mortgage Loans described in clause (y)) shall, upon receipt thereof, cause the
same to be duly recorded or filed, as appropriate. If the related Pooled
Mortgage Loan Seller has been so notified and has not prepared a substitute
document or cured such defect, as the case may be, within 60 days, the Trustee
shall promptly notify the Master Servicers, the Special Servicer, the Rating
Agencies and the Controlling Class Representative. The Depositor and the Trustee
hereby acknowledge and agree that PMCF shall be responsible for paying, pursuant
to a separate agreement and not pursuant to this Agreement, an upfront fee to
the Trustee in connection with the above-referenced recording and filing of
documents insofar as such recording and filing relate to the Original Pooled
Mortgage Loans sold by PMCF under the PMCF Pooled Mortgage Loan Purchase
Agreement; provided that PMCF shall not actually record or file any such
documents.

     (f) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that each Pooled
Mortgage Loan Seller is contractually obligated, at such Pooled Mortgage Loan
Seller's expense, pursuant to the related Pooled Mortgage Loan Purchase
Agreement, to deliver to and deposit with, or cause to be delivered to and
deposited with, the applicable Master Servicer, on or before the date that is 45
days after the Closing Date, in the case of the items in clause (i) below, and
20 days after the Closing Date, in the case of the items in clause (ii) below,
the following items (except to the extent that any of the following items are to
be retained by a primary servicer that will continue to act on behalf of the
applicable Master Servicer as a Sub-Servicer and except to the extent that any
of the following items relate to a Non-Trust-Serviced Pooled Mortgage Loan): (i)
originals or copies of all financial statements, appraisals,
environmental/engineering reports, transaction screens, seismic assessment
reports, leases, rent rolls, Insurance Policies and certificates, major space
leases, legal opinions and tenant estoppels and any other relevant documents
relating to the origination and servicing of any Mortgage Loan that are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan in the possession or under the control of such Pooled
Mortgage Loan Seller that relate to the Original Pooled Mortgage Loans
transferred by it to the Depositor and, to the extent that any original
documents are not required to be a part of a Mortgage File for any such Original
Pooled Mortgage Loan, originals or copies of all documents, certificates and
opinions in the possession or under the control of such Pooled Mortgage Loan
Seller that were delivered by or on behalf of the related Borrowers in
connection with the origination of such Original Pooled Mortgage Loans (provided
that such Pooled Mortgage Loan Seller shall not be required to deliver any
attorney-client privileged communication, draft documents or any documents or
materials prepared by it or its Affiliates for internal uses, including without
limitation, credit committee briefs or memoranda and other internal approval
documents); and (ii) all unapplied Reserve Funds and Escrow Payments in the
possession or under the control of such Pooled Mortgage Loan Seller that relate
to the Original Pooled Mortgage Loans transferred by such Pooled Mortgage Loan
Seller to the Depositor. Each Master Servicer shall hold all such documents,
records and funds that it so receives on behalf of the Trustee in trust for the
benefit of the Certificateholders (and, insofar as they also relate to any
Serviced Non-Pooled Mortgage Loan, on behalf of and for the benefit of any and
all related Serviced Non-Pooled Mortgage Loan Noteholders).

     SECTION 2.02. Acceptance of Mortgage Assets by Trustee.

     (a) Subject to the other provisions in this Section 2.02, the Trustee, by
its execution and delivery of this Agreement, hereby accepts receipt on behalf
of the Trust, directly or through a Custodian on its behalf, of (i) the Original
Pooled Mortgage Loans and all documents delivered to it that constitute portions
of the related Mortgage Files and (ii) all other assets delivered to it and
included in the Trust Fund, 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 any other documents received by it that constitute portions
of the Mortgage Files, and that it holds and will hold the Original Pooled
Mortgage Loans and such other assets, together with any other Pooled Mortgage
Loans and assets subsequently delivered to it that are to be included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders.


                                      -73-
<PAGE>

To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is
part of a Serviced Mortgage Loan Group, the Trustee shall also hold such
Mortgage File in trust for the use and benefit of the related Serviced
Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt
of all of the original Letters of Credit relating to the Serviced Pooled
Mortgage Loans for which it is the applicable Master Servicer, copies of which
are part of the Mortgage File and agrees to hold such Letters of Credit in trust
for the benefit of the Trustee. In connection with the foregoing, the Trustee
hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan
Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as
specifically identified in the Schedule of Exceptions to Mortgage File Delivery
attached hereto as Schedule II, (i) all documents specified in clause (i) of the
definition of "Mortgage File" are in its possession or the possession of a
Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied
by a lost note affidavit, the copy of such Mortgage Note) received by it or any
Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or
by such Custodian on its behalf and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Borrower), (B) appears to have been executed (where
appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

     (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted or if the recordation/filing contemplated by Section
2.01(e) has not been completed (based solely on receipt by the Trustee of the
particular documents showing evidence of the recordation/filing), the Trustee or
a Custodian on its behalf shall review the documents delivered to it or such
Custodian with respect to each Original Pooled Mortgage Loan, and the Trustee
shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing to each
of the other parties hereto (substantially in the form of Exhibit N), the Pooled
Mortgage Loan Sellers, the Serviced Non-Pooled Mortgage Loan Noteholders and the
Controlling Class Representative that, as to each Original Pooled Mortgage Loan
then subject to this Agreement (except as specifically identified in any
exception report annexed to such certification): (i) the original Mortgage Note
specified in clause (i) of the definition of "Mortgage File" and all allonges
thereto, if any (or a copy of such Mortgage Note, together with a lost note
affidavit and indemnity certifying that the original of such Mortgage Note has
been lost), the original or copy of documents specified in clauses (ii), (iii),
(iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii)
(without regard to the verification of the effective date with respect to a
title policy or the date of funding with respect to a title commitment) and (x)
(if the Pooled Mortgage Loan Schedule specifies that a material portion of the
interest of the Borrower in the related Mortgaged Property consists of a
leasehold interest) of the definition of "Mortgage File" have been received by
it or a Custodian on its behalf; (ii) if such report is due more than 180 days
after the Closing Date, the recordation/filing contemplated by Section 2.01(e)
has been completed (based solely on receipt by the Trustee of the particular
recorded/filed documents or an appropriate receipt of recording/filing
therefor); (iii) all documents received by it or any Custodian with respect to
such Pooled Mortgage Loan have been reviewed by it or by such Custodian on its
behalf and (A) appear regular on their face (handwritten additions, changes or
corrections shall not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to such Pooled
Mortgage Loan; (iv) based on the examinations referred to in Section 2.02(a)
above and this Section 2.02(b) and only as to the foregoing documents, the
information set forth in the Pooled Mortgage Loan Schedule with respect to the
items specified in clause (iii)(A) and clause (vi) of the definition of "Pooled
Mortgage Loan Schedule" accurately reflects the information set forth in the
related Mortgage File; and (v) the Trustee on behalf of the Trust is shown as
the owner of each Mortgage recorded in the name of MERS or its designee. Every
90 days after such 45th day following the Closing Date, until the earlier of (i)
the date on which such exceptions are eliminated and such recordation/filing has
been completed, and (ii) the date on which all the affected Pooled Mortgage
Loans are removed from the Trust Fund, the Trustee or a Custodian on its behalf
shall deliver electronically to the Pooled Mortgage Loan Sellers, the Serviced
Non-Pooled Mortgage Loan Noteholders and the Controlling Class Representative an
update to the exception report annexed to the certification described above
substantially in the form of Exhibit N, which update shall report any remaining
outstanding exceptions with respect to each Original Pooled Mortgage Loan. The
applicable Master Servicer shall provide the contact name, mailing address and
e-mail address of each Serviced Non-Pooled Mortgage Loan Noteholder to the
Trustee, upon request, to the extent not previously provided thereto, provided
that the applicable Master Servicer has such information.

     (c) If a Pooled Mortgage Loan Seller substitutes a Replacement Pooled
Mortgage Loan for any Defective Pooled Mortgage Loan as contemplated by Section
2.03, the Trustee or a Custodian on its behalf shall review


                                      -74-
<PAGE>

the documents delivered to it or such Custodian with respect to such Replacement
Pooled Mortgage Loan, and the Trustee shall deliver a certification comparable
to that described in the prior paragraph, in respect of such Replacement Pooled
Mortgage Loan, on or about the 30th day following the related date of
substitution (and, if any exceptions are noted, every 90 days thereafter until
the earlier of (i) the date on which such exceptions are eliminated and all
related recording/filing has been completed, and (ii) the date on which such
Replacement Pooled Mortgage Loan is removed from the Trust Fund).

     With respect to the documents described in clause (iii) of the definition
of "Mortgage File", absent actual knowledge to the contrary, the Trustee may
assume, for purposes of the certification(s) delivered in this Section 2.02(a)
or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each
Pooled Mortgage Loan includes a separate Assignment of Leases.

     With respect to the documents described in clause (ix) of the definition of
"Mortgage File", absent actual knowledge to the contrary or copies of UCC
Financing Statements delivered to the Trustee as part of the Mortgage File
indicating otherwise, the Trustee may assume, for purposes of the
certification(s) to be delivered pursuant to this Section 2.02(b), that the
Mortgage File for each Pooled Mortgage Loan should include a copy of one
state-level UCC Financing Statement filed in the state of incorporation or
organization of the related Borrower for each Mortgaged Property (or with
respect to any Pooled Mortgage Loan that has two or more Borrowers, for each
related Borrower). To the extent appropriate under applicable law, the UCC
Financing Statements to be assigned to the Trust will be delivered on the new
national forms and in recordable form and will be filed in the state of
incorporation or organization as so indicated on the documents provided.

     (d) None of the Depositor, the Certificate Administrator, the Trustee, the
Master Servicers, the Special Servicer or any Custodian is under any duty or
obligation to (i) determine whether any of the documents specified in clauses
(iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the
definition of "Mortgage File" exist or are required to be delivered by the
Pooled Mortgage Loan Sellers in respect of any Pooled Mortgage Loan unless such
item(s) are specified on the related Mortgage File Checklist, or (ii) inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Pooled Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, except as expressly provided in
Section 2.01(e), none of the Depositor, the Trustee, the Master Servicers, the
Special Servicer or any Custodian shall have any responsibility for determining
whether the text of any assignment or endorsement is in proper or recordable
form, whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.

     (e) In performing the reviews contemplated by subsections (a) and (b)
above, the Trustee may conclusively rely on the related Pooled Mortgage Loan
Seller as to the purported genuineness of any such document and any signature
thereon. It is understood that the scope of the Trustee's review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses
(i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled
Mortgage Loan), (viii) (without regard to the verification of the effective date
with respect to a title policy or the date of funding with respect to a title
commitment) and (x) (if the Pooled Mortgage Loan Schedule specifies that a
material portion of the interest of the Borrower in the related Mortgaged
Property consists of a leasehold interest) of the definition of "Mortgage File"
have been received by it or a Custodian on its behalf and such additional
information as will be necessary for delivering the certifications required by
subsections (a) and (b) above.

     SECTION 2.03. Certain Repurchases and Substitutions of Pooled Mortgage
                   Loans by the Pooled Mortgage Loan Sellers.

     (a) If, in the process of reviewing the documents delivered or caused to be
delivered by the Pooled Mortgage Loan Sellers as contemplated by Section
2.01(d), the Trustee or any Custodian discovers that any document required to
have been delivered as contemplated by Section 2.01(d) has not been so
delivered, or discovers that any of the documents that were delivered has not
been properly executed, contains information that does not conform in any
material


                                      -75-
<PAGE>

respect with the corresponding information set forth in the Pooled Mortgage Loan
Schedule, or is defective on its face (each, including, without limitation, that
a document is missing, a "Document Defect"), or if, at any other time, the
Trustee or any other party hereto discovers (without implying that any such
party has a duty to make or attempt to make such discovery) a Document Defect in
respect of any Pooled Mortgage Loan, the party discovering such Document Defect
shall promptly so notify each of the other parties hereto. If any party hereto
discovers (without implying that any such party has a duty to make or attempt to
make such discovery) or receives notice of a breach of any representation or
warranty relating to any Pooled Mortgage Loan set forth in or made pursuant to
Section 4(b) or 4(d) of any Pooled Mortgage Loan Purchase Agreement (a
"Breach"), such party shall promptly so notify each of the other parties hereto.
Upon the Trustee's discovery or receipt of notice that a Document Defect or
Breach exists with respect to any Pooled Mortgage Loan, the Trustee shall notify
the Controlling Class Representative, the Depositor and the related Pooled
Mortgage Loan Seller.

     (b) Promptly upon its becoming aware of any Material Document Defect or
Material Breach with respect to any Pooled Mortgage Loan or its receipt of
notice from the Trustee or any other party to this Agreement of a Material
Document Defect or Material Breach with respect to any Pooled Mortgage Loan, the
applicable Master Servicer shall (and the Special Servicer may) notify the
related Pooled Mortgage Loan Seller in writing of such Material Document Defect
or Material Breach, as the case may be, and direct such Pooled Mortgage Loan
Seller that it must, not later than 90 days from the receipt by such Pooled
Mortgage Loan Seller of such notice or 90 days from the Pooled Mortgage Loan
Seller's discovery of the subject Material Document Defect or Material Breach
(or, if such Material Breach or Material Document Defect, as the case may be,
relates to whether such Pooled Mortgage Loan is or, as of the Closing Date (or,
in the case of a Replacement Pooled Mortgage Loan, as of the related date of
substitution), was a Qualified Mortgage, and provided that such Pooled Mortgage
Loan Seller discovered or received prompt written notice thereof, within 90 days
after any earlier discovery by the Pooled Mortgage Loan Seller or any party to
this Agreement of such Material Breach or Material Document Defect, as the case
may be) (such 90-day period, in any case, the "Initial Resolution Period"),
correct or cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, or repurchase the affected Pooled Mortgage
Loan (as, if and to the extent required by the related Pooled Mortgage Loan
Purchase Agreement), at the applicable Purchase Price; provided that if such
Pooled Mortgage Loan Seller certifies to the Trustee in writing (i) that such
Material Document Defect or Material Breach, as the case may be, does not relate
to whether the affected Pooled Mortgage Loan is or, as of the Closing Date (or,
in the case of a Replacement Pooled Mortgage Loan, as of the related date of
substitution), was a Qualified Mortgage, (ii) that such Material Document Defect
or Material Breach, as the case may be, is capable of being cured but not within
the applicable Initial Resolution Period, (iii) that such Pooled Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach, as the case may be, during the applicable
Initial Resolution Period, and (iv) that such Pooled Mortgage Loan Seller
anticipates that such Material Document Defect or Material Breach, as the case
may be, will be cured within an additional 90-day period (such additional 90-day
period, the "Resolution Extension Period") (a copy of which certification shall
be delivered by the Trustee to the applicable Master Servicer, the Special
Servicer and the Controlling Class Representative), then such Pooled Mortgage
Loan Seller shall have an additional period equal to any such applicable
Resolution Extension Period to complete such correction or cure (or, upon
failure to complete such correction or cure, to repurchase the affected Pooled
Mortgage Loan); and provided, further, that, in lieu of repurchasing the
affected Pooled Mortgage Loan as contemplated above (but, in any event, no later
than such repurchase would have to have been completed), such Pooled Mortgage
Loan Seller shall be permitted, during the three-month period following the
Startup Day for the REMIC Pool that holds the affected Pooled Mortgage Loan (or
during the two-year period following such Startup Day if the affected Pooled
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), to
replace the affected Pooled Mortgage Loan with one or more Qualifying Substitute
Mortgage Loans and to pay a cash amount equal to the applicable Substitution
Shortfall Amount, subject to any other applicable terms and conditions of the
related Pooled Mortgage Loan Purchase Agreement and this Agreement. The parties
hereto agree that delivery by the Trustee (or a Custodian on its behalf) of a
certification or schedule of exceptions to a Pooled Mortgage Loan Seller shall
not in and of itself constitute delivery of notice of any Material Document
Defect or knowledge of such Pooled Mortgage Loan Seller of any Material Document
Defect therein. If any Pooled Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 2.03, the applicable Master Servicer shall
designate its Collection Account as the account to which funds in the amount of


                                      -76-
<PAGE>

the applicable Purchase Price or Substitution Shortfall Amount (as the case may
be) are to be wired, and the applicable Master Servicer shall promptly notify
the Trustee and the Certificate Administrator when such deposit is made. Any
such repurchase or replacement of a Pooled Mortgage Loan shall be on a whole
loan, servicing released basis. Notwithstanding this Section 2.03(b), the
absence from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or
a lost note affidavit and indemnity with a copy of the Mortgage Note) and (ii)
by the first anniversary of the Closing Date, of originals or copies of the
following documents (without the presence of any factor that reasonably
mitigates such absence, non-conformity or irregularity) or of any Specially
Designated Mortgage Loan Document shall be conclusively presumed to be a
Material Document Defect and shall obligate the party discovering such to give
the Trustee prompt notice, whereupon the Trustee shall notify the applicable
Pooled Mortgage Loan Seller to cure such Material Document Defect, or, failing
that, repurchase the related Pooled Mortgage Loan or REO Mortgage Loan, all in
accordance with the procedures set forth herein: (A) the Mortgage and any
separate Assignment of Leases as described by clauses (ii) and (iii) of the
definition of "Mortgage File"; (B) the title insurance policy as described in
clause (viii) of the definition of "Mortgage File" (or, if the policy has not
yet been issued, an original or copy of a written commitment "marked-up" at the
closing of such Mortgage Loan, interim binder or the pro forma title insurance
policy, in each case evidencing a binding commitment to issue such policy); or
(C) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, the
assignment of Mortgage (and any separate Assignment of Leases) as described by
clause (iv) of the definition of "Mortgage File".

     The remedies provided for in this Section 2.03(b) with respect to any
Material Document Defect or Material Breach with respect to any Pooled Mortgage
Loan shall apply to the related REO Property.

     If (x) a Defective Pooled Mortgage Loan is to be repurchased or replaced as
described above, (y) such Defective Pooled Mortgage Loan is part of a
Cross-Collateralized Group and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may
be, as to the other Pooled Mortgage Loan(s) that are a part of such
Crossed-Collateralized Group (the "Other Crossed Loans") (without regard to this
paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach (as
the case may be) as to each such Other Crossed Loan for purposes of the above
provisions, and the related Pooled Mortgage Loan Seller shall be obligated to
repurchase or replace each such Other Crossed Loan in accordance with the
provisions above unless, in the case of such Breach or Document Defect:

          (A) the related Pooled Mortgage Loan Seller (at its expense) delivers
     or causes to be delivered to the Trustee an Opinion of Counsel to the
     effect that such Pooled Mortgage Loan Seller's repurchase of only those
     Pooled Mortgage Loans as to which a Material Breach has actually occurred
     without regard to the provisions of this paragraph (the "Affected Loan(s)")
     and the operation of the remaining provisions of this Section 2.03(b) will
     not result in an Adverse REMIC Event or an Adverse Grantor Trust Event
     hereunder; and

          (B) both of the following conditions would be satisfied if the related
     Pooled Mortgage Loan Seller were to repurchase or replace only the Affected
     Loans and not the Other Crossed Loans:

               (i) the debt service coverage ratio for such Other Crossed Loan
          (excluding the Affected Loan(s)) for the four calendar quarters
          immediately preceding the repurchase or replacement is not less than
          the least of (A) 0.10x below the debt service coverage ratio for the
          Cross-Collateralized Group (including the Affected Loan(s)) set forth
          in Appendix B to the Prospectus Supplement, (B) the debt service
          coverage ratio for the Cross-Collateralized Group (including the
          Affected Loan(s)) for the four preceding calendar quarters preceding
          the repurchase or replacement and (C) 1.25x; and

               (ii) the loan-to-value ratio for the Other Crossed Loans is not
          greater than the greatest of (A) the loan-to-value ratio, expressed as
          a whole number (taken to one decimal place), for the
          Cross-Collateralized Group (including the Affected Loan(s)) set forth
          in Appendix B to the Prospectus Supplement plus 10%, (B) the
          loan-to-value ratio for the Cross-Collateralized Group (including the
          Affected Loan(s)) at the time of repurchase or replacement and (C)
          75%.


                                      -77-
<PAGE>

The determination of the applicable Master Servicer as to whether the conditions
set forth above have been satisfied shall be conclusive and binding in the
absence of manifest error. The applicable Master Servicer will be entitled to
cause to be delivered, or direct the related Pooled Mortgage Loan Seller to
cause to be delivered, to the applicable Master Servicer an Appraisal of any or
all of the related Mortgaged Properties for purposes of determining whether the
condition set forth in clause (ii) above has been satisfied, in each case at the
expense of the related Pooled Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the related Pooled Mortgage Loan Seller and the
Controlling Class Representative (such approval not to be unreasonably withheld
in each case).

     With respect to any Defective Pooled Mortgage Loan that forms a part of a
Cross-Collateralized Group and as to which the conditions described in the
preceding paragraph are satisfied, such that the Trust Fund will continue to
hold the Other Crossed Loans, the related Pooled Mortgage Loan Seller and the
Trustee, as successor to the Depositor, are bound by an agreement (set forth in
the related Pooled Mortgage Loan Purchase Agreement) to forbear from enforcing
any remedies against the other's Primary Collateral but each is permitted to
exercise remedies against the Primary Collateral securing its respective Pooled
Mortgage Loans, including with respect to the Trustee, the Primary Collateral
securing the Affected Loan(s) still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with
respect to the Primary Collateral securing the Affected Loan or the Other
Crossed Loans, as the case may be, held by the other such party, then both
parties have agreed to forbear from exercising such remedies unless and until
the Mortgage Loan Documents evidencing and securing the relevant Pooled Mortgage
Loans can be modified in a manner that complies with the applicable Pooled
Mortgage Loan Purchase Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing any of the Cross-Collateralized Loans shall be allocated between
such Pooled Mortgage Loans in accordance with the Mortgage Loan Documents, or
otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. All other terms of the Pooled Mortgage Loans shall remain in full
force and effect, without any modification thereof. The Borrowers set forth on
Schedule V hereto are intended third-party beneficiaries of the provisions set
forth in this paragraph and the preceding paragraph. The provisions of this
paragraph and the preceding paragraph may not be modified with respect to any
Pooled Mortgage Loan without the related Borrower's consent.

     To the extent necessary and appropriate, the Trustee shall execute (or,
subject to Section 3.01(b) and Section 3.10, provide the applicable Master
Servicer with a limited power of attorney that enables the applicable Master
Servicer to execute) the modification of the Mortgage Loan Documents that
complies with the applicable Pooled Mortgage Loan Purchase Agreement to remove
the threat of impairment of the ability of the Pooled Mortgage Loan Seller or
the Trust Fund to exercise its remedies with respect to the Primary Collateral
securing the Pooled Mortgage Loan(s) held by such party resulting from the
exercise of remedies by the other such party; provided that the Trustee shall
not be liable for any misuse of any such power of attorney by a Master Servicer.
The applicable Master Servicer shall advance all costs and expenses incurred by
the Trustee and such Master Servicer with respect to any Cross-Collateralized
Group pursuant to this paragraph, and such advances and interest thereon shall
(i) constitute and be reimbursable as Servicing Advances and (ii) be included in
the calculation of Purchase Price for the Pooled Mortgage Loan(s) to be
repurchased or replaced. The applicable Master Servicer shall not be liable to
any Certificateholder or any other party hereto if a modification of the
Mortgage Loan Documents described above cannot be effected for any reason beyond
the control of such Master Servicer.

     The reasonable "out-of-pocket" costs and expenses incurred by the
applicable Master Servicer, the Special Servicer and/or the Trustee pursuant to
this Section 2.03(b), including reasonable attorney fees and expenses, shall
constitute Servicing Advances to the extent not collected from the related
Pooled Mortgage Loan Seller.

     (c) Whenever one or more Replacement Pooled Mortgage Loans are substituted
for a Defective Pooled Mortgage Loan by a Pooled Mortgage Loan Seller as
contemplated by this Section 2.03, the applicable Master Servicer shall direct
the party effecting the substitution to deliver to the Trustee the related
Mortgage File and a certification to the effect that such Replacement Pooled
Mortgage Loan satisfies or such Replacement Pooled Mortgage Loans satisfy, as
the case may be, all of the requirements of the definition of "Qualifying
Substitute Mortgage Loan". No mortgage loan may be substituted for a Defective
Pooled Mortgage Loan as contemplated by this Section 2.03 if the


                                      -78-
<PAGE>

Pooled Mortgage Loan to be replaced was itself a Replacement Pooled Mortgage
Loan, in which case, absent a cure of the relevant Material Breach or Material
Document Defect, the affected Pooled Mortgage Loan will be required to be
repurchased as contemplated hereby. Monthly Payments due with respect to each
Replacement Pooled Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each corresponding
Deleted Pooled Mortgage Loan (if any) after its respective Cut-off Date and on
or prior to the related date of substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Replacement Pooled Mortgage Loan (if
any) on or prior to the related date of substitution, and Monthly Payments due
with respect to each corresponding Deleted Pooled Mortgage Loan (if any) after
the related date of substitution, shall not be part of the Trust Fund and are to
be remitted by the applicable Master Servicer to the party effecting the related
substitution promptly following receipt.

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

     The reasonable "out-of-pocket" costs and expenses incurred by the
applicable Master Servicer, the Special Servicer and/or the Trustee pursuant to
this Section 2.03(c), including reasonable attorney fees and expenses, shall
constitute Servicing Advances to the extent not collected from the related
Pooled Mortgage Loan Seller.

     (d) Upon receipt of an Officer's Certificate from the applicable Master
Servicer to the effect that the full amount of the Purchase Price or
Substitution Shortfall Amount (as the case may be) for any Pooled Mortgage Loan
repurchased or replaced by the related Pooled Mortgage Loan Seller as
contemplated by this Section 2.03 has been deposited in such Master Servicer's
Collection Account, and further, if applicable, upon receipt of the Mortgage
File for each Replacement Pooled Mortgage Loan (if any) to be substituted for a
Deleted Pooled Mortgage Loan, together with any certifications and/or opinions
required pursuant to Section 2.03(b) to be delivered by the party effecting the
repurchase/substitution, the Trustee shall (i) release or cause the release of
the Mortgage File and any Additional Collateral held by or on behalf of the
Trustee for the Deleted Pooled Mortgage Loan to the related Pooled Mortgage Loan
Seller or its designee and (ii) execute and deliver such instruments of release,
transfer and/or assignment, in each case without recourse, as shall be provided
to it and are reasonably necessary to vest in the party effecting the
repurchase/substitution or its designee the ownership of the Deleted Pooled
Mortgage Loan, and the applicable Master Servicer shall notify the affected
Borrowers of the transfers of the Deleted Pooled Mortgage Loan(s) and any
Replacement Pooled Mortgage Loan(s). If the Mortgage related to the Deleted
Pooled Mortgage Loan has been recorded in the name of MERS or its designee, the
related Master Servicer shall take all necessary action to reflect the release
of such Mortgage on the records of MERS. In connection with any such repurchase
or substitution by the related Pooled Mortgage Loan Seller, each of the Master
Servicers and the Special Servicer shall deliver to the party effecting the
repurchase/substitution or its designee any portion of the related Servicing
File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of such Master Servicer or the Special
Servicer, as the case may be, with respect to the Deleted Pooled Mortgage Loan,
in each case at the expense of the party effecting the repurchase/substitution.
The reasonable "out-of-pocket" costs and expenses, including reasonable
attorneys' fees and expenses, incurred by a Master Servicer, the Special
Servicer and/or the Trustee pursuant to this Section 2.03(d), to the extent not
collected from the related Pooled Mortgage Loan Seller, shall be reimbursable to
each of them as Servicing Advances in respect of the affected Pooled Mortgage
Loan.

     (e) The related Pooled Mortgage Loan Purchase Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on their behalf,
respecting any Document Defect or Breach with respect to any Pooled Mortgage
Loan. If, in connection with any Material Document Defect or Material Breach,
the related Pooled Mortgage Loan Seller defaults on its obligations to cure such
Material Document Defect or Material Breach, as the case may be, in all material
respects or to repurchase or replace the affected Pooled Mortgage Loan as
contemplated by this


                                      -79-
<PAGE>

Section 2.03, then the applicable Master Servicer shall (and the Special
Servicer may) promptly notify the Trustee and the Controlling Class
Representative, and the Trustee shall notify the Certificateholders. Thereafter,
the Trustee shall (and the Special Servicer may in its own name, or as provided
below, in the name of the Trustee) take such actions on behalf of the Trust with
respect to the enforcement of such repurchase/substitution obligations,
including the institution and prosecution of appropriate legal proceedings, as
the Trustee (or, if applicable, the Special Servicer) shall determine are in the
best interests of the Certificateholders (taken as a collective whole). Any and
all reasonable "out-of-pocket" costs and expenses incurred by the applicable
Master Servicer, the Trustee and/or the Special Servicer pursuant to this
Section 2.03(e), including, reasonable attorney's fees and expenses, to the
extent not collected from the related Pooled Mortgage Loan Seller, shall
constitute Servicing Advances in respect of the affected Pooled Mortgage Loan.
Except as provided in Section 3.01(b), in the exercise of any such remedies as
described above, no party to this Agreement nor any Certificateholder may
institute any legal action in the name of the Trustee pursuant to a power of
attorney or otherwise without the written consent of the Trustee, which consent
shall not be unreasonably withheld.

     (f) The Trustee shall not consent to the assignment of the related Pooled
Mortgage Loan Seller's obligations under any Pooled Mortgage Loan Purchase
Agreement without written confirmation to the Trustee from each Rating Agency to
the effect that such assignment would not, in and of itself, result in an
Adverse Rating Event with respect to any Class of Rated Certificates.

     SECTION 2.04. Representations and Warranties of the Depositor.

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

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

          (ii) The Depositor's execution and delivery of, performance under, and
     compliance with this Agreement, will not violate the Depositor'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 to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Depositor, is
     likely to affect materially and adversely the ability of the Depositor to
     perform its obligations under this Agreement.

          (iii) The Depositor has the full corporate power and authority to
     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. 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,
     receivership, 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.

          (iv) 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 the ability of the Depositor
     to perform its obligations under this Agreement.

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


                                      -80-
<PAGE>

          (vi) The Depositor is transferring all of its right, title and
     interest in and to the Original Pooled Mortgage Loans to the Trustee for
     the benefit of the Certificateholders free and clear of any and all liens,
     pledges, charges, security interests and other encumbrances created by or
     through the Depositor.

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

          (viii) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by the Depositor of the transactions contemplated herein,
     except for (A) those consents, approvals, licenses, authorizations or
     orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of the Depositor to perform its
     obligations under this Agreement and (B) those filings and recordings of
     the Depositor and assignments thereof that are contemplated by this
     Agreement to be completed after the Closing Date.

     (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 remains in existence. Upon discovery by any party hereto of
any breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto.

     SECTION 2.05. Representations and Warranties of PAR as a Master Servicer.

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

          (i) Such Master Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware, and
     such Master Servicer is in compliance with the laws of each State in which
     any related Mortgaged Property is located to the extent necessary to ensure
     the enforceability of each Mortgage Loan for which it is the Master
     Servicer hereunder and to perform its obligations under this Agreement.

          (ii) Such Master Servicer's execution and delivery of, performance
     under and compliance with this Agreement, will not violate such Master
     Servicer'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 to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of such Master Servicer,
     is likely to affect materially and adversely the ability of such Master
     Servicer to perform its obligations under this Agreement.

          (iii) Such Master Servicer has the full power and authority to enter
     into and consummate all transactions involving such Master Servicer
     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 such Master Servicer, enforceable against such
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, 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.


                                      -81-
<PAGE>

          (v) Such Master Servicer is not in violation of, and its execution and
     delivery of, performance under and compliance with 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 such Master
     Servicer's good faith and reasonable judgment, is likely to affect
     materially and adversely the ability of such Master Servicer to perform its
     obligations under this Agreement.

          (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by such Master Servicer of the transactions contemplated
     herein, and such Master Servicer possesses all licenses and authorizations
     necessary to perform its obligations under this Agreement, except for those
     consents, approvals, licenses, authorizations or orders that previously
     have been obtained or where the lack of such consent, approval, license,
     authorization or order would not have a material adverse effect on the
     ability of such Master Servicer to perform its obligations under this
     Agreement.

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

          (viii) Such Master Servicer has errors and omissions insurance in the
     amounts and with the coverage required by Section 3.07(d).

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

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

     SECTION 2.06. Representations and Warranties of WFB as a Master Servicer.

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

          (i) Such Master Servicer is a national banking association duly
     organized, validly existing and in good standing under the laws of the
     United States, and such Master Servicer is in compliance with the laws of
     each State in which any related Mortgaged Property is located to the extent
     necessary to ensure the enforceability of each Mortgage Loan for which it
     is the Master Servicer hereunder and to perform its obligations under this
     Agreement, except where the failure to so qualify or comply would not
     adversely affect such Master Servicer's ability to perform its obligations
     hereunder in accordance with the terms of this Agreement.

          (ii) Such Master Servicer's execution and delivery of, performance
     under and compliance with this Agreement, will not violate such Master
     Servicer'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 to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of such Master Servicer,
     is likely to affect materially and adversely the ability of such Master
     Servicer to perform its obligations under this Agreement.


                                      -82-
<PAGE>

          (iii) Such Master Servicer has the full power and authority to enter
     into and consummate all transactions involving such Master Servicer
     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 such Master Servicer, enforceable against such
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, 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) Such Master Servicer is not in violation of, and its execution and
     delivery of, performance under and compliance with 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 such Master
     Servicer's good faith and reasonable judgment, is likely to affect
     materially and adversely the ability of such Master Servicer to perform its
     obligations under this Agreement.

          (vi) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by such Master Servicer of the transactions contemplated
     herein, except for those consents, approvals, licenses, authorizations or
     orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of such Master Servicer to perform
     its obligations under this Agreement, and, except to the extent in the case
     of performance, that its failure to be qualified as a foreign corporation
     or licensed in one or more states is not necessary for the performance by
     it of its obligations hereunder.

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

          (viii) Such Master Servicer has errors and omissions insurance in the
     amounts and with the coverage required by Section 3.07(d).

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

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


                                      -83-
<PAGE>

     SECTION 2.07. Representations and Warranties of the Special Servicer.

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

          (i) The Special Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware, the
     Special Servicer is in compliance with the laws of each State in which any
     related Mortgaged Property is located to perform its obligations under this
     Agreement, except where the failure to so qualify or comply would not
     adversely affect the Special Servicer's ability to perform its obligations
     under this Agreement.

          (ii) The Special Servicer's execution and delivery of, performance
     under and compliance with this Agreement will not violate the Special
     Servicer'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 to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Special Servicer,
     is likely to affect materially and adversely the ability of the Special
     Servicer to perform its obligations under this Agreement.

          (iii) The Special Servicer has the full power and authority to enter
     into and consummate all transactions involving the Special Servicer
     contemplated by this Agreement, has duly authorized the execution, delivery
     and performance of this Agreement, and has duly executed and delivered this
     Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Special Servicer, enforceable against the
     Special Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally,
     and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

          (v) The Special Servicer is not in violation of, and its execution and
     delivery of, performance under and compliance with the terms of this
     Agreement will not constitute a violation of, any law, any order or decree
     of any court or arbiter, or any order, regulation or demand of any federal,
     state or local governmental or regulatory authority, which violation, in
     the Special Servicer's good faith and reasonable judgment, is likely to
     affect materially and adversely the ability of the Special Servicer to
     perform its obligations under this Agreement.

          (vi) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by the Special Servicer of the transactions contemplated
     herein, except for those consents, approvals, licenses, authorizations or
     orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of the Special Servicer to perform
     its obligations under this Agreement.

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

          (viii) The Special Servicer has errors and omissions insurance in the
     amounts and with the coverage required by Section 3.07(d).

     (b) The representations and warranties of the Special Servicer set forth in
Section 2.07(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they


                                      -84-
<PAGE>

were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

     (c) Any successor Special Servicer shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 2.07(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.07(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

     SECTION 2.08. [Reserved].

     SECTION 2.09. Representations and Warranties of the Certificate
                   Administrator.

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

          (i) The Certificate Administrator is duly organized, validly existing
     and in good standing as a national banking association under the laws of
     the United States and possesses all licenses and authorizations necessary
     to the performance of its obligations under this Agreement.

          (ii) The Certificate Administrator's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     Certificate Administrator'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 to which it is a party or by which
     it is bound, which default or breach, in the good faith and reasonable
     judgment of the Certificate Administrator, is likely to affect materially
     and adversely the ability of the Certificate Administrator to perform its
     obligations under this Agreement.

          (iii) The Certificate Administrator has the requisite power and
     authority to enter into and consummate all transactions involving the
     Certificate Administrator 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 Certificate Administrator, enforceable
     against the Certificate Administrator in accordance with the terms hereof,
     subject to (A) applicable bankruptcy, insolvency, reorganization,
     receivership, 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 Certificate Administrator is not in violation of, and its
     execution and delivery of, performance under 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 Certificate Administrator's reasonable judgment, is
     likely to affect materially and adversely the ability of the Certificate
     Administrator to perform its obligations under this Agreement.

          (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Certificate Administrator of the transactions
     contemplated herein, except for those consents, approvals, authorizations
     or orders that previously have been obtained.


                                      -85-
<PAGE>

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

          (viii) The Certificate Administrator is eligible to act in such
     capacity hereunder in accordance with Section 8.06.

     (b) The representations and warranties of the Certificate Administrator set
forth in Section 2.09(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

     (c) Any successor Certificate Administrator shall be deemed to have made,
as of the date of its succession, each of the representations and warranties set
forth in Section 2.09(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.09(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

     SECTION 2.10. Representations and Warranties of the Tax Administrator.

     (a) The Tax Administrator hereby represents and warrants to, and covenants
with, each of the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

          (i) The Tax Administrator is duly organized, validly existing and in
     good standing as a national banking association under the laws of the
     United States and possesses all licenses and authorizations necessary to
     the performance of its obligations under this Agreement.

          (ii) The Tax Administrator's execution and delivery of, performance
     under and compliance with this Agreement will not violate the Tax
     Administrator'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, which default or breach, in the reasonable judgment of the Tax
     Administrator, is likely to affect materially and adversely the ability of
     the Tax Administrator to perform its obligations under this Agreement.

          (iii) The Tax Administrator has the requisite 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 the valid, legal
     and binding obligation of the Tax Administrator, enforceable against the
     Tax Administrator in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, 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 Tax Administrator is not in violation of, and its execution
     and delivery of, performance under and compliance with 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 Tax
     Administrator's reasonable judgment, is likely to affect materially and
     adversely the ability of the Tax Administrator to perform its obligations
     under this Agreement.


                                      -86-
<PAGE>

          (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Tax Administrator of the transactions contemplated
     herein, except for those consents, approvals, authorizations or orders that
     previously have been obtained.

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

          (viii) The Tax Administrator is eligible to act in such capacity
     hereunder in accordance with Section 8.06.

     (b) The representations and warranties of the Tax Administrator set forth
in Section 2.10(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust remains in existence. Upon discovery by any party
hereto of a breach of any such representations and warranties that materially
and adversely affects the interests of the Certificateholders or any party
hereto, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto and the Controlling Class Representative.

     (c) Any successor to the Tax Administrator shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 2.10(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.10(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

     SECTION 2.11. Representations, Warranties and Covenants of the Trustee.

     (a) The Trustee hereby represents and warrants to, and covenants with, each
of the other parties hereto and for the benefit of the Certificateholders, as of
the Closing Date, that:

          (i) The Trustee is duly organized, validly existing and in good
     standing as a national banking association under the laws of the United
     States and is, shall be or, if necessary, shall appoint a co-trustee that
     is, in compliance with the laws of each State in which any Mortgaged
     Property is located to the extent necessary to ensure the enforceability of
     each Mortgage Loan (insofar as such enforceability is dependent upon
     compliance by the Trustee with such laws) and to perform its obligations
     under this Agreement and possesses all licenses and authorizations
     necessary to the performance of its obligations under this Agreement.

          (ii) The Trustee's execution and delivery of, performance under and
     compliance with this Agreement, 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, which breach or
     default, in the good faith and reasonable judgment of the Trustee is likely
     to affect materially and adversely the ability of the Trustee to perform
     its obligations under this Agreement.

          (iii) The Trustee has the full power and authority to enter into and
     consummate all transactions contemplated by this Agreement, has duly
     authorized the execution, delivery and performance of this Agreement, and
     has duly executed and delivered this Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Trustee, enforceable against the Trustee in
     accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, receivership, moratorium and other laws
     affecting the enforcement of creditors' rights generally and, in
     particular, the rights of


                                      -87-
<PAGE>

     creditors of national banking associations, 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, performance under and compliance with 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 consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Trustee of the transactions contemplated herein, except
     for those consents, approvals, authorizations or orders that previously
     have been obtained.

          (vii) 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 that, 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.

          (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

     (b) The representations, warranties and covenants of the Trustee set forth
in Section 2.11(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust remains in existence. Upon discovery by any party
hereto of a breach of any such representations, warranties and covenants that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

     (c) Any successor Trustee shall be deemed to have made, as of the date of
its succession, each of the representations and warranties set forth in Section
2.11(a), subject to such appropriate modifications to the representation,
warranty and covenant set forth in Section 2.11(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

     SECTION 2.12. Representations and Warranties of the Fiscal Agent.

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

          (i) The Fiscal Agent is a foreign banking corporation duly organized,
     validly existing and in good standing under the laws governing its creation
     and possesses all licenses and authorizations necessary to the performance
     of its obligations under this Agreement.

          (ii) The execution and delivery of this Agreement by the Fiscal Agent,
     and the performance and compliance with the terms of this Agreement by the
     Fiscal Agent, will not violate the Fiscal Agent'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, which default, in the Fiscal Agent's good
     faith and reasonable judgment, is likely to materially and adversely affect
     the ability of the Fiscal Agent to perform its obligations under this
     Agreement.

          (iii) The Fiscal Agent 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.


                                      -88-
<PAGE>

          (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 Fiscal Agent, enforceable against the Fiscal
     Agent 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 Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is
     likely to affect materially and adversely the ability of the Fiscal Agent
     to perform its obligations under this Agreement.

          (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Fiscal Agent of the transactions contemplated herein,
     except for those consents, approvals, authorizations or orders that
     previously have been obtained.

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

     (b) The representations and warranties of the Fiscal Agent set forth in
Section 2.12(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any party hereto of
any breach of any of such representations and warranties, which materially and
adversely affects the interests of the Certificateholders or any party hereto,
the party discovering such breach shall given prompt written notice to the other
parties hereto.

     (c) Any successor Fiscal Agent shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 2.12(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 2.12(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

     SECTION 2.13. Creation of REMIC I; Issuance of the REMIC I Regular
                      Interests and the REMIC I Residual Interest;
                         Certain Matters Involving REMIC I.

     (a) It is the intention of the parties hereto that the following segregated
pool of assets constitute a REMIC for federal income tax purposes and, further,
that such segregated pool of assets be designated as "REMIC I": (i) the Pooled
Mortgage Loans that are from time to time subject to this Agreement, together
with (A) all payments under and proceeds of such Pooled Mortgage Loans received
after the Closing Date or, in the case of any such Pooled Mortgage Loan that is
a Replacement Pooled Mortgage Loan, after the related date of substitution
(other than scheduled payments of interest and principal due on or before the
respective Cut-off Dates for such Pooled Mortgage Loans or, in the case of any
such Pooled Mortgage Loan that is a Replacement Pooled Mortgage Loan, on or
before the related date of substitution, and exclusive of any such amounts that
constitute Excess Servicing Fees and/or Post-ARD Additional Interest), and (B)
all rights of the holder of such Pooled Mortgage Loans under the related
Mortgage Loan Documents and in and to any related Additional Collateral; (ii)
any REO Property acquired in respect of any Pooled Mortgage Loan (or, in the
case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan,
the beneficial interest of the holder of the related Pooled Mortgage Loan in
such REO Property); (iii) such funds and assets as from time to time are
deposited in the Collection Accounts (but not in any Companion Note Custodial
Account), the Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established (but, in the case of any such
account established with respect to a Serviced Mortgage Loan Group, subject to
the rights of the related Serviced Non-Pooled Mortgage Loan Noteholders), the
REO Accounts (exclusive of any such amounts that constitute Excess Servicing
Fees and/or Post-ARD


                                      -89-
<PAGE>


Additional Interest); and (iv) the rights of the Depositor under Sections 2, 3,
4 (other than Section 4(c)) and 5 (and, to the extent related to the foregoing,
Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each Pooled Mortgage Loan
Purchase Agreement. The Closing Date is hereby designated as the "Startup Day"
of REMIC I within the meaning of Section 860G(a)(9) of the Code.

     (b) Concurrently with the assignment to the Trustee of the Original Pooled
Mortgage Loans and certain related assets, pursuant to Section 2.01(b), and in
exchange therefor, the REMIC I Regular Interests and the REMIC I Residual
Interest shall be issued. A single separate REMIC I Regular Interest shall be
issued with respect to each Original Pooled Mortgage Loan. For purposes of this
Agreement each REMIC I Regular Interest shall relate to the Original Pooled
Mortgage Loan in respect of which it was issued, to each Replacement Pooled
Mortgage Loan (if any) substituted for such Original Pooled Mortgage Loan and to
each REO Pooled Mortgage Loan deemed outstanding with respect to any REO
Property acquired in respect of such Original Pooled Mortgage Loan or any such
Replacement Pooled Mortgage Loan (or, in the case of any REO Property related to
a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder
of the related Pooled Mortgage Loan in any related REO Property). Neither the
REMIC I Residual Interest nor any of the REMIC I Regular Interests shall be
certificated. The REMIC I Regular Interests and the REMIC I Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC I.

     (c) The REMIC I Regular Interests shall constitute the "regular interests"
(within the meaning of Section 860G(a)(1) of the Code), and the REMIC I Residual
Interest shall constitute the sole "residual interest" (within the meaning of
Section 860G(a)(2) of the Code), in REMIC I. None of the parties hereto, to the
extent it is within the control thereof, shall create or permit the creation of
any other "interests" in REMIC I (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).

     (d) The designation for each REMIC I Regular Interest shall be the
identification number for the related Original Pooled Mortgage Loan set forth in
the Pooled Mortgage Loan Schedule.

     (e) Each REMIC I Regular Interest shall have an Uncertificated Principal
Balance. As of the Closing Date, the Uncertificated Principal Balance of each
REMIC I Regular Interest shall equal the Cut-off Date Principal Balance of the
related Original Pooled Mortgage Loan (as specified in the Pooled Mortgage Loan
Schedule). On each Distribution Date, the Uncertificated Principal Balance of
each REMIC I Regular Interest shall be permanently reduced by any distributions
of principal deemed made with respect to such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(j) and shall be further adjusted in
the manner and to the extent provided in Section 4.04(c). Except as provided in
the preceding sentence and except to the extent of the recovery of amounts
previously allocated as a Realized Loss as a result of the reimbursement from
principal collections of Nonrecoverable Advances, the Uncertificated Principal
Balance of each REMIC I Regular Interest shall not otherwise be increased or
reduced. Deemed distributions to REMIC II in reimbursement of any Realized
Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC
I Regular Interest, shall not constitute deemed distributions of principal and
shall not result in any reduction of the Uncertificated Principal Balance of
such REMIC I Regular Interest.

     (f) The per annum rate at which each REMIC I Regular Interest shall accrue
interest during each Interest Accrual Period is herein referred to as its "REMIC
I Remittance Rate". The REMIC I Remittance Rate in respect of any particular
REMIC I Regular Interest, for any Interest Accrual Period, shall equal: (A) if
the related Original Pooled Mortgage Loan is or was, as the case may be, a
30/360 Mortgage Loan, the related Net Mortgage Rate in effect for the related
Original Pooled Mortgage Loan as of the Closing Date (without regard to any
modifications, extensions, waivers or amendments of such Pooled Mortgage Loan
subsequent to the Closing Date, whether entered into by the applicable Master
Servicer or the Special Servicer or in connection with any bankruptcy,
insolvency or other similar proceeding involving the related Borrower) and (B)
if the related Original Pooled Mortgage Loan is or was, as the case may be, an
Actual/360 Mortgage Loan, a fraction (expressed as a percentage), the numerator
of which is the product of 12 times the Adjusted Actual/360 Accrued Interest
Amount with respect to such REMIC I Regular Interest for such Interest Accrual
Period, and the denominator of which is the Uncertificated Principal Balance of
such REMIC I Regular Interest immediately prior to the Distribution Date that
corresponds to such Interest Accrual Period.


                                      -90-
<PAGE>

     The "Adjusted Actual/360 Accrued Interest Amount" with respect to any REMIC
I Regular Interest referred to in clause (B) of the second sentence of the prior
paragraph, for any Interest Accrual Period, is an amount of interest equal to
the product of (a) the Net Mortgage Rate in effect for the related Pooled
Mortgage Loan as of the Closing Date (without regard to any modifications,
extensions, waivers or amendments of such Pooled Mortgage Loan subsequent to the
Closing Date, whether entered into by the applicable Master Servicer or the
Special Servicer or in connection with any bankruptcy, insolvency or other
similar proceeding involving the related Borrower), multiplied by (b) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
prior to the Distribution Date that corresponds to such Interest Accrual Period;
provided that, if the subject Interest Accrual Period occurs during (x) December
of 2004 or December of any year thereafter that does not immediately precede a
leap year or (y) January of 2005 or January of any year thereafter, then the
amount of interest calculated with respect to the subject REMIC I Regular
Interest pursuant to this definition for such Interest Accrual Period without
regard to this proviso shall be decreased by the Interest Reserve Amount, if any
(and the fraction described in clause (B) of the second sentence of the
preceding paragraph shall be adjusted accordingly), with respect to the related
Pooled Mortgage Loan (or any successor REO Pooled Mortgage Loan with respect
thereto) transferred, in accordance with Section 3.04(c), from the Distribution
Account to the Interest Reserve Account on the Master Servicer Remittance Date
that occurs immediately following the end of such Interest Accrual Period; and
provided, further, that, if the subject Interest Accrual Period occurs during
February of 2005 or February of any year thereafter, then the amount of interest
calculated with respect to the subject REMIC I Regular Interest pursuant to this
definition for such Interest Accrual Period without regard to this proviso shall
be increased by the Interest Reserve Amount(s), if any (and the fraction
described in clause (B) of the second sentence of the preceding paragraph shall
be adjusted accordingly), with respect to the related Pooled Mortgage Loan (or
any successor REO Pooled Mortgage Loan with respect thereto) transferred, in
accordance with Section 3.05(c), from the Interest Reserve Account to the
Distribution Account on the Master Servicer Remittance Date that occurs
immediately following the end of such Interest Accrual Period.

     (g) Each REMIC I Regular Interest shall bear interest. Such interest shall
be calculated on a 30/360 Basis and, during each Interest Accrual Period, such
interest shall accrue at the REMIC I Remittance Rate with respect to such REMIC
I Regular Interest for such Interest Accrual Period on the Uncertificated
Principal Balance of such REMIC I Regular Interest outstanding immediately prior
to the related Distribution Date. The total amount of interest accrued with
respect to each REMIC I Regular Interest during each Interest Accrual Period is
referred to herein as its "Uncertificated Accrued Interest" for such Interest
Accrual Period. The portion of the Uncertificated Accrued Interest with respect
to any REMIC I Regular Interest for any Interest Accrual Period that shall be
distributable to REMIC II, as the holder of such REMIC I Regular Interest, on
the related Distribution Date pursuant to Section 4.01(j), shall be an amount
(herein referred to as the "Uncertificated Distributable Interest" with respect
to such REMIC I Regular Interest for the related Distribution Date) equal to (i)
the Uncertificated Accrued Interest with respect to such REMIC I Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date that is allocable to such REMIC I Regular Interest. For
purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date shall be allocated among all the REMIC I Regular
Interests on a pro rata basis in accordance with their respective amounts of
Uncertificated Accrued Interest for the related Interest Accrual Period. If the
entire Uncertificated Distributable Interest with respect to any REMIC I Regular
Interest for any Distribution Date is not deemed distributed to REMIC II, as the
holder of such REMIC I Regular Interest, on such Distribution Date pursuant to
Section 4.01(j), then the unpaid portion of such Uncertificated Distributable
Interest shall be distributable with respect to such REMIC I Regular Interest
for future Distribution Dates as provided in such Section 4.01(j).

     (h) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular
Interest shall be the Rated Final Distribution Date.

     (i) The REMIC I Residual Interest will not have a principal balance and
will not bear interest.


                                      -91-
<PAGE>

     SECTION 2.14. Conveyance of the REMIC I Regular Interests; Acceptance of
                             the REMIC I Regular Interests 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 of its
right, title and interest in and to the REMIC I Regular Interests to the Trustee
for the benefit of the Holders of the Regular Interest Certificates and the
Class R 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
Regular Interest Certificates and the Class R Certificates.

     SECTION 2.15. Creation of REMIC II; Issuance of the REMIC II Regular
                       Interests and the REMIC II Residual Interest;
                           Certain Matters Involving REMIC II.

     (a) It is the intention of the parties hereto that the segregated pool of
assets consisting of the REMIC I Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC II". The Closing Date is hereby designated as the "Startup
Day" of REMIC II within the meaning of Section 860G(a)(9) of the Code.

     (b) Concurrently with the assignment of the REMIC I Regular Interests to
the Trustee pursuant to Section 2.14 and in exchange therefor, the REMIC II
Regular Interests and the REMIC II Residual Interest shall be issued. There
shall be thirty-four (34) separate REMIC II Regular Interests. Neither the REMIC
II Residual Interest nor any of the REMIC II Regular Interests shall be
certificated. The REMIC II Regular Interests and the REMIC II Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC II.

     (c) The REMIC II Regular Interests shall constitute the "regular interests"
(within the meaning of Section 860G(a)(1) of the Code), and the REMIC II
Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the parties
hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other "interests" in REMIC II (within the meaning of
Treasury Regulations Section 1.860D-1(b)(1)).

     (d) The REMIC II Regular Interests will have the alphabetic or alphanumeric
designations indicated in the table set forth in the Preliminary Statement under
the caption "REMIC II".

     (e) Each REMIC II Regular Interest shall have an Uncertificated Principal
Balance. As of the Closing Date, the Uncertificated Principal Balance of each
REMIC II Regular Interest shall equal the amount set forth opposite such REMIC
II Regular Interest in the table set forth in the Preliminary Statement under
the caption "REMIC II". On each Distribution Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall be permanently reduced by any
distributions of principal deemed made with respect to such REMIC II Regular
Interest on such Distribution Date pursuant to Section 4.01(i) and shall be
further adjusted in the manner and to the extent provided in Section 4.04(b).
Except as provided in the preceding sentence and except to the extent of the
recovery of amounts previously allocated as a Realized Loss as a result of the
reimbursement from principal collections of Nonrecoverable Advances, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC III in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously deemed allocated to a REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC II Regular Interest.

     (f) The per annum rate at which each REMIC II Regular Interest shall accrue
interest during each Interest Accrual Period is herein referred to as its "REMIC
II Remittance Rate". The REMIC II Remittance Rate with respect to each REMIC II
Regular Interest, for any Interest Accrual Period, is the Weighted Average REMIC
I Remittance Rate for such Interest Accrual Period. The "Weighted Average REMIC
I Remittance Rate" with respect to any Interest Accrual Period is the rate per
annum equal to the weighted average, expressed as a percentage and rounded to
six decimal places, of the REMIC I Remittance Rates applicable to the respective
REMIC I Regular Interests for such Interest Accrual


                                      -92-
<PAGE>

Period, weighted on the basis of the respective Uncertificated Principal
Balances of such REMIC I Regular Interests outstanding immediately prior to the
related Distribution Date.

     (g) Each REMIC II Regular Interest shall bear interest. Such interest shall
be calculated on a 30/360 Basis and, during each Interest Accrual Period, such
interest shall accrue at the REMIC II Remittance Rate with respect to such REMIC
II Regular Interest for such Interest Accrual Period on the Uncertificated
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to the related Distribution Date. The total amount of interest accrued
with respect to each REMIC II Regular Interest during each Interest Accrual
Period is referred to herein as its "Uncertificated Accrued Interest" for such
Interest Accrual Period. The portion of the Uncertificated Accrued Interest with
respect to any REMIC II Regular Interest for any Interest Accrual Period that
shall be distributable to REMIC III, as the holder of such REMIC II Regular
Interest, on the related Distribution Date pursuant to Section 4.01(i), shall be
an amount (herein referred to as the "Uncertificated Distributable Interest"
with respect to such REMIC II Regular Interest for the related Distribution
Date) equal to (i) the Uncertificated Accrued Interest with respect to such
REMIC II Regular Interest for the related Interest Accrual Period, reduced (to
not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that is allocable to such REMIC II Regular
Interest. For purposes of the foregoing, the Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated among all the
REMIC II Regular Interests on a pro rata basis in accordance with their
respective amounts of Uncertificated Accrued Interest for the related Interest
Accrual Period. If the entire Uncertificated Distributable Interest with respect
to any REMIC II Regular Interest for any Distribution Date is not deemed
distributed to REMIC III, as the holder of such REMIC II Regular Interest, on
such Distribution Date pursuant to Section 4.01(i), then the unpaid portion of
such Uncertificated Distributable Interest shall be distributable with respect
to such REMIC II Regular Interest for future Distribution Dates as provided in
such Section 4.01(i).

     (h) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular
Interest shall be the Rated Final Distribution Date.

     (i) The REMIC II Residual Interest shall not have a principal balance and
shall not bear interest.

     SECTION 2.16. Conveyance of the REMIC II Regular Interests; Acceptance of
                   the REMIC II Regular Interests 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 of its
right, title and interest in and to the REMIC II Regular Interests to the
Trustee for the benefit of the Holders of the Regular Interest Certificates and
the Class R Certificates. The Trustee acknowledges the assignment to it of the
REMIC II 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
Regular Interest Certificates and the Class R Certificates.

     SECTION 2.17. Creation of REMIC III; Issuance of the Regular Interest
                   Certificates, the REMIC III Components and the REMIC III
                   Residual Interest; Certain Matters Involving REMIC III.

     (a) It is the intention of the parties hereto that the segregated pool of
assets consisting of the REMIC II Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC III". The Closing Date is hereby designated as the "Startup
Day" of REMIC III within the meaning of Section 860G(a)(9) of the Code.

     (b) Concurrently with the assignment of the REMIC II Regular Interests to
the Trustee pursuant to Section 2.16 and in exchange therefor, the REMIC III
Residual Interest shall be issued and the Certificate Administrator shall
execute, and the Authenticating Agent shall authenticate and deliver, to or upon
the order of the Depositor, the Regular Interest Certificates in authorized
denominations. There shall be twenty-one (21) Classes of Regular Interest
Certificates. The Class X-1 Certificates shall collectively represent all of the
REMIC III Components whose designations


                                      -93-
<PAGE>

are described in the first sentence under the caption "REMIC III--Designations
of the REMIC III Components" in the Preliminary Statement hereto and the Class
X-2 Certificates shall collectively represent all of the REMIC III Components
whose designations are described in the second sentence under the caption "REMIC
III--Designations of the REMIC III Components" in the Preliminary Statement
hereto. The REMIC III Residual Interest shall not be certificated. The interests
evidenced by the Regular Interest Certificates, together with the REMIC III
Residual Interest, shall collectively constitute the entire beneficial ownership
of REMIC III.

     (c) The respective interests evidenced by the various Classes of the
Regular Interest Certificates shall constitute the "regular interests" (within
the meaning of Section 860G(a)(1) of the Code), and the REMIC III Residual
Interest shall constitute the sole "residual interest" (within the meaning of
Section 860G(a)(2) of the Code), in REMIC III. None of the parties hereto, to
the extent it is within the control thereof, shall create or permit the creation
of any other "interests" in REMIC III (within the meaning of Treasury
Regulations Section 1.860D-1(b)(1)).

     (d) The REMIC III Components of the Class X-1 Certificates, the REMIC III
Components of the Class X-2 Certificates and the Regular Interest Certificates
will have the alphabetic or alphanumeric designations indicated in the
Preliminary Statement under the caption "REMIC III".

     (e) Each Class of Principal Balance Certificates shall have a Class
Principal Balance. As of the Closing Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall equal the amount set forth
opposite such Class in the table set forth in the Preliminary Statement under
the caption "REMIC III". On each Distribution Date, the Class Principal Balance
of each Class of Principal Balance Certificates shall be permanently reduced by
any distributions of principal made in respect of such Class of Certificates on
such Distribution Date pursuant to Section 4.01(a) and shall be further adjusted
in the manner and to the extent provided in Section 4.04(a). Except as provided
in the preceding sentence and except to the extent of the recovery of amounts
previously allocated as a Realized Loss as a result of the reimbursement from
principal collections of Nonrecoverable Advances, the Class Principal Balance of
each Class of Principal Balance Certificates shall not otherwise be increased or
reduced. Distributions in reimbursement of the Holders of any such Class of
Principal Balance Certificates for previously allocated Realized Losses and
Additional Trust Fund Expenses shall not constitute distributions of principal
and shall not result in any reduction of the Certificate Principal Balances of
such Certificates or of the related Class Principal Balance.

     The Interest Only Certificates shall not have principal balances. For
purposes of accruing interest, however, each Class of Interest Only Certificates
shall have or be deemed to have a Class Notional Amount that is, as of any date
of determination, equal to: (i) in the case of the Class X-1 Certificates, the
total of the then Component Notional Amounts of the REMIC III Components of the
Class X-1 Certificates; and (ii) in the case of the Class X-2 Certificates, (A)
from the Closing Date through and including the Distribution Date in October
2012, the aggregate of the Component Notional Amounts of those REMIC III
Components of the Class X-2 Certificates for which the related Class X-2
Termination Date has not occurred as of such date of determination; and (B)
subsequent to the Distribution Date in October 2012, zero ($0).

     None of the REMIC III Components of the Class X-1 Certificates or the REMIC
III Components of the Class X-2 Certificates shall have a principal balance. For
purposes of accruing interest, however, each REMIC III Component of the Class
X-1 Certificates and each REMIC III Component of the Class X-2 Certificates
shall have a Component Notional Amount. The Component Notional Amount of each
REMIC III Component of the Class X-1 Certificates is, as of any date of
determination, equal to the then current Uncertificated Principal Balance of the
REMIC II Regular Interest that is the Corresponding REMIC II Regular Interest
for such REMIC III Component. The Component Notional Amount of each REMIC III
Component of the Class X-2 Certificates is, as of any date of determination,
equal to the then current Uncertificated Principal Balance of the REMIC II
Regular Interest that is the Corresponding REMIC II Regular Interest for such
REMIC III Component.

     (f) Each Class of Regular Interest Certificates shall have or be deemed to
have a Pass-Through Rate. In each such case, the "Pass-Through Rate" for any
Interest Accrual Period shall equal: (a) with respect to the Class A-1
Certificates, an annual rate equal to 3.762% per annum; (b) with respect to the
Class A-2 Certificates, an annual rate equal


                                      -94-
<PAGE>

to 4.254% per annum; (c) with respect to the Class A-3 Certificates, an annual
rate equal to 4.565% per annum; (d) with respect to the Class A-4 Certificates,
an annual rate equal to 4.831% per annum; (e) with respect to the Class A-5
Certificates, an annual rate equal to the lesser of (i) 4.978% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest A-5
for the subject Interest Accrual Period; (f) with respect to the Class B
Certificates, an annual rate equal to the lesser of (i) 5.055% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest B for
the subject Interest Accrual Period; (g) with respect to the Class C
Certificates, an annual rate equal to the lesser of (i) 5.087% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for
the subject Interest Accrual Period; (h) with respect to the Class D
Certificates, an annual rate equal to the lesser of (i) 5.143% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest D for
the subject Interest Accrual Period; (i) with respect to the Class E
Certificates, an annual rate equal to the lesser of (i) 5.222% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest E for
the subject Interest Accrual Period; (j) with respect to the Class F
Certificates, an annual rate equal to the lesser of (i) 5.483% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest F for
the subject Interest Accrual Period; (k) with respect to the Class G
Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of
REMIC II Regular Interest G for the subject Interest Accrual Period minus
0.077%; (l) with respect to the Class H Certificates, an annual rate equal to
the REMIC II Remittance Rate in respect of REMIC II Regular Interest H for the
subject Interest Accrual Period; (m) with respect to the Class J Certificates,
an annual rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest J for the subject
Interest Accrual Period; (n) with respect to the Class K Certificates, an annual
rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest K for the subject
Interest Accrual Period; (o) with respect to the Class L Certificates, an annual
rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest L for the subject
Interest Accrual Period; (p) with respect to the Class M Certificates, an annual
rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest M for the subject
Interest Accrual Period; (r) with respect to the Class N Certificates, an annual
rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest N for the subject
Interest Accrual Period; (s) with respect to the Class P Certificates, an annual
rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest P for the subject
Interest Accrual Period; (t) with respect to the Class Q Certificates, an annual
rate equal to the lesser of (i) 4.693% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest Q for the subject
Interest Accrual Period; (u) with respect to the Class X-1 Certificates, an
annual rate equal to the weighted average (expressed as a percentage and rounded
to at least six decimal places) of the Class X-1 Strip Rates applicable to the
respective REMIC III Components of the Class X-1 Certificates for such Interest
Accrual Period, weighted on the basis of the respective Component Notional
Amounts of such REMIC III Components outstanding immediately prior to the
related Distribution Date; and (v) with respect to the Class X-2 Certificates,
an annual rate equal to the weighted average (expressed as a percentage and
rounded to at least six decimal places) of the Class X-2 Strip Rates applicable
to the respective REMIC III Components of the Class X-2 Certificates for such
Interest Accrual Period that are to be taken into account in such calculation as
set forth in the immediately succeeding sentence, weighted on the basis of the
respective Component Notional Amounts of such REMIC III Components outstanding
immediately prior to the related Distribution Date; provided, however, that for
each Interest Accrual Period following the Interest Accrual Period related to
the Distribution Date in October 2012, the Pass-Through Rate of the Class X-2
Certificates shall equal 0% per annum. For purposes of clause (v) of the
immediately preceding sentence, the Pass-Through Rate of the Class X-2
Certificates, for the initial Interest Accrual Period and each Interest Accrual
Period thereafter through and including the Interest Accrual Period related to
the Distribution Date in October 2012, shall be calculated taking into account
the respective Class X-2 Strip Rates of only those REMIC III Components of the
Class X-2 Certificates for which such Interest Accrual Period relates to a
Distribution Date that occurs on or before the related Class X-2 Termination
Date.

     The "Class X-1 Strip Rate" for each REMIC III Component of the Class X-1
Certificates, with respect to each Interest Accrual Period, is a rate per annum
equal to the greater of (I) zero and (II) either:

          (A) if both (x) the Corresponding REMIC II Regular Interest for such
     REMIC III Component of the Class X-1 Certificates also constitutes a
     Corresponding REMIC II Regular Interest


                                      -95-
<PAGE>

     for a REMIC III Component of the Class X-2 Certificates and (y) such
     Interest Accrual Period relates to a Distribution Date occurring on or
     before the Class X-2 Termination Date for such Corresponding REMIC II
     Regular Interest for such REMIC III Component of the Class X-2
     Certificates, the excess, if any, of (i) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period, over (ii) the greater of
     (1) the Reference Rate for such Interest Accrual Period and (2) the
     Pass-Through Rate in effect for the related Distribution Date for the
     Corresponding Class of Principal Balance Certificates, or

          (B) if either (1) the Corresponding REMIC II Regular Interest for such
     REMIC III Component of the Class X-1 Certificates does not constitute a
     Corresponding REMIC II Regular Interest for a Component of the Class X-2
     Certificates or (2) such Interest Accrual Period relates to a Distribution
     Date occurring after the Class X-2 Termination Date for such Corresponding
     REMIC II Regular Interest of the Class X-2 Certificates, the excess, if
     any, of (i) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period, over (ii) the Pass-Through Rate in effect for the related
     Distribution Date for the Corresponding Class of Principal Balance
     Certificates.

     The "Class X-2 Strip Rate" for each REMIC III Component of the Class X-2
Certificates, (A) with respect to each Interest Accrual Period related to a
Distribution Date occurring on or before the related Class X-2 Termination Date
for such REMIC III Component, is a rate per annum equal to the greater of (I)
zero and (II) the excess, if any, of (i) the lesser of (x) the Reference Rate
for such Interest Accrual Period and (y) the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period, over (ii) the Pass-Through Rate in effect
during such Interest Accrual Period for the Corresponding Class of Principal
Balance Certificates, and (B) with respect to each Interest Accrual Period
related to a Distribution Date occurring after the related Class X-2 Termination
Date for such REMIC III Component, is a rate per annum equal to zero.

     (g) The REMIC III Residual Interest shall not have a principal balance and
shall not bear interest.

     SECTION 2.18. Acceptance of Grantor Trusts; Issuance of the Class V and
                   Class R Certificates.

     (a) It is the intention of the parties hereto that the segregated pool of
assets consisting of any collections of Post-ARD Additional Interest Received by
the Trust with respect to the Pooled Mortgage Loans that are ARD Mortgage Loans
and/or any successor REO Pooled Mortgage Loans with respect thereto constitute a
Grantor Trust for federal income tax purposes and, further, that such segregated
pool of assets be designated as "Grantor Trust V" and that the affairs of such
portion of the Trust Fund shall be conducted so as to qualify as, a Grantor
Trust. The provisions of this Agreement shall be interpreted consistently with
the foregoing intention. The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of Grantor Trust V and declares
that it holds and will hold such assets in trust for the exclusive use and
benefit of all present and future Holders of the Class V Certificates.
Concurrently with the assignment to the Trustee of the assets included in
Grantor Trust V, the Certificate Registrar shall execute, and the Authenticating
Agent shall authenticate and deliver, to or upon the order of the Depositor, the
Class V Certificates in authorized denominations evidencing the entire
beneficial ownership of Grantor Trust V and initially registered in the name of
Travelers Insurance Company-Life. The rights of the Holders of the Class V
Certificates to receive distributions from the proceeds of Grantor Trust V, and
all ownership interests of such Holders in and to such distributions, shall be
as set forth in this Agreement.

     (b) The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all right, title and interest of the Depositor in and to the REMIC I Residual
Interest, the REMIC II Residual Interest and the REMIC III Residual Interest to
the Trustee for the benefit of the Holders of the Class R Certificates. It is
the intention of the parties hereto that the segregated pool of assets
consisting of the REMIC I Residual Interest, the REMIC II Residual Interest and
the REMIC III Residual Interest constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust R"


                                      -96-
<PAGE>

and that the affairs of such portion of the Trust Fund shall be conducted so as
to qualify as, a Grantor Trust. The provisions of this Agreement shall be
interpreted consistently with the foregoing intention. The Trustee, by its
execution and delivery hereof, acknowledges the assignment to it of the assets
of Grantor Trust R and declares that it holds and will hold such assets in trust
for the exclusive use and benefit of all present and future Holders of the Class
R Certificates. Concurrently with the assignment to the Trustee of the assets
included in Grantor Trust R, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, to or upon the order of the
Depositor, the Class R Certificates in authorized denominations evidencing the
entire beneficial ownership of Grantor Trust R. The rights of the Holders of the
Class R Certificates to receive distributions from the proceeds of Grantor Trust
R, and all ownership interests of such Holders in and to such distributions,
shall be as set forth in this Agreement.


                                      -97-
<PAGE>

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

     SECTION 3.01. General Provisions.

     (a) Each Master Servicer shall be obligated to service and administer the
Serviced Mortgage Loans opposite which such Master Servicer's name is set forth
on the Pooled Mortgage Loan Schedule and any Replacement Pooled Mortgage Loans
delivered in replacement thereof as contemplated in Section 2.03 and shall be
deemed to be the "applicable Master Servicer" with respect to any REO Property
acquired in respect of any such Mortgage Loan. Each of the Master Servicers and
the Special Servicer shall service and administer the Serviced Mortgage Loans
and any Administered REO Properties that it is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee, and in the best
interests and for the benefit of the Certificateholders (or, in the case of any
Serviced Mortgage Loan Group, of the Certificateholders and the related Serviced
Non-Pooled Mortgage Loan Noteholder(s)), as a collective whole, in accordance
with any and all applicable laws, the terms of this Agreement, and the terms of
the respective Serviced Mortgage Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. In clarification of, and
neither in addition to nor in deletion of the duties and obligations of the
Master Servicers or the Special Servicer pursuant to this Agreement, no
provision herein contained shall be construed as an express or implied guarantee
by either Master Servicer or the Special Servicer of the collectibility or
recoverability of payments on the Mortgage Loans or shall be construed to impair
or adversely affect any rights or benefits provided by this Agreement to such
Master Servicer or the Special Servicer (including with respect to Master
Servicing Fees or the right to be reimbursed for Advances). Any provision in
this Agreement for any Advance by a Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent is intended solely to provide liquidity for the
benefit of the Certificateholders and, if applicable, the Serviced Non-Pooled
Mortgage Loan Noteholders, and not as credit support or otherwise to impose on
any such Person the risk of loss with respect to one or more of the Mortgage
Loans. No provision hereof shall be construed to impose liability on any Master
Servicer or Special Servicer for the reason that any recovery to the
Certificateholders (or, in the case of any Serviced Mortgage Loan Group, to the
Certificateholders and the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)) in respect of a Mortgage Loan at any time after a determination
of present value recovery made in its reasonable and good faith judgment in
accordance with the Servicing Standard by such Master Servicer or Special
Servicer hereunder at any time is less than the amount reflected in such
determination. Without limiting the foregoing, and subject to Section 3.21, (i)
each Master Servicer shall service and administer all Performing Serviced
Mortgage Loans for which it is the Master Servicer, (ii) the Special Servicer
shall service and administer (x) each Serviced Mortgage Loan (other than a
Corrected Mortgage Loan) as to which a Servicing Transfer Event has occurred,
and (y) each Administered REO Property; provided, however, that the applicable
Master Servicer shall continue to (A) make P&I Advances required hereunder with
respect to each Pooled Mortgage Loan for which it is the applicable Master
Servicer that constitutes a Specially Serviced Mortgage Loan and each successor
REO Pooled Mortgage Loan in respect thereof, (B) make Servicing Advances
required hereunder with respect to any Specially Serviced Mortgage Loans and
Administered REO Properties (and related REO Pooled Mortgage Loans) for which it
is the applicable Master Servicer, (C) receive payments, collect information and
deliver reports to the Certificate Administrator and the Trustee required
hereunder with respect to any Specially Serviced Mortgage Loans and Administered
REO Properties (and the related REO Mortgage Loans) for which it is the
applicable Master Servicer, and (D) render such incidental services with respect
to any Specially Serviced Mortgage Loans and Administered REO Properties for
which it is the applicable Master Servicer as are specifically provided for
herein. In addition, each Master Servicer shall notify the Special Servicer
within three Business Days following its receipt of any collections on any
Specially Serviced Mortgage Loan, the Special Servicer shall within one Business
Day thereafter notify such Master Servicer with instructions on how to apply
such collections and such Master Servicer shall apply such collections in
accordance with such instructions within one Business Day following such Master
Servicer's receipt of such notice.

     Certain provisions of this Article III make reference to their
applicability to Serviced Mortgage Loans. Notwithstanding such explicit
references, references to "Serviced Mortgage Loans" contained in this Article
III, unless otherwise specified, shall be construed to refer also to each
Serviced Mortgage Loan Group in its entirety (but any other


                                      -98-
<PAGE>

term that is defined in Article I and used in this Article III shall be
construed according to such definition without regard to this sentence).

     (b) Subject to Section 3.01(a) and the other terms and provisions of this
Agreement, the Master Servicers and the Special Servicer shall each have full
power and authority, acting alone or, subject to Section 3.22, through
Sub-Servicers, 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 Master Servicer (with
respect to those Serviced Mortgage Loans that it is obligated to service and
administer pursuant to this Agreement) and the Special Servicer (with respect to
the Specially Serviced Mortgage Loans and Administered REO Properties), in its
own name or in the name of the Trustee, is hereby authorized and empowered by
the Trustee and (in the case of each Serviced Mortgage Loan Group) the related
Serviced Non-Pooled Mortgage Loan Noteholders, to execute and deliver, on behalf
of the Certificateholders, the Trustee and (in the case of each Serviced
Mortgage Loan Group) each Serviced Non-Pooled Mortgage Loan Noteholder, or any
of them: (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by the Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and other related collateral; (ii) any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
partial or full defeasance, and all other comparable instruments; and (iii)
subject to Sections 3.08, 3.20 and 3.24, any and all assumptions, modifications,
waivers, substitutions, extensions, amendments, consents to transfers of
interests in Borrowers, consents to any subordinate financings to be secured by
any related Mortgaged Property, consents to any mezzanine financing to be
secured by ownership interests in a Borrower, consents to and monitoring of the
application of any proceeds of insurance policies or condemnation awards to the
restoration of the related Mortgaged Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the
related Mortgaged Properties (including agreements and requests by any Borrower
with respect to modifications of the standards of operation and management of
the Mortgaged Properties or the replacement of asset managers), documents
exercising any or all of the rights, powers and privileges granted or provided
to the holder of any Serviced Mortgage Loan under the related Mortgage Loan
Documents, lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements that may be requested by any
Borrower or its tenants, documents granting, modifying or releasing (or joining
the Borrower therein) any easements, covenants, conditions, restrictions,
equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties, instruments relating to the custody of any collateral that
now secures or hereafter may secure any Serviced Mortgage Loan and any other
consents. Subject to Section 3.10, the Trustee shall, at the written request of
a Servicing Officer of either Master Servicer or the Special Servicer, furnish,
or cause to be so furnished, to such Master Servicer or the Special Servicer, as
the case may be, any limited powers of attorney and other documents (each of
which shall be prepared by such Master Servicer or the Special Servicer, as the
case may be) necessary or appropriate to enable it to carry out its servicing
and administrative duties hereunder; provided that the Trustee shall not be held
liable for any misuse of any such power of attorney by either Master Servicer or
Special Servicer. Without limiting the generality of the foregoing, the Trustee
shall execute and deliver to each Master Servicer and the Special Servicer, on
or before the Closing Date, a power of attorney substantially in the form
attached as Exhibit L hereto. Notwithstanding anything contained herein to the
contrary, neither a Master Servicer nor the Special Servicer shall, without the
Trustee's written consent (which consent shall not be unreasonably withheld):
(i) initiate any action, suit or proceeding directly relating to the servicing
of the Mortgage Loan solely under the Trustee's name without indicating the
Master Servicer's or Special Servicer's, as applicable representative capacity,
(ii) initiate any other action, suit or proceeding not directly relating to the
servicing of a Pooled Mortgage Loan (including but not limited to actions, suits
or proceedings against Certificateholders, or against the Depositor or a Pooled
Mortgage Loan Seller for breaches of representations and warranties) solely
under the Trustee's name, (iii) engage counsel to represent the Trustee in any
action, suit or proceeding not directly related to the servicing of a Pooled
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Pooled Mortgage Loan
Seller for breaches of representations and warranties), or (iv) prepare, execute
or deliver any government filings, forms, permits, registrations or other
documents or take any action with the intent to cause, and that actually causes,
the Trustee to be registered to do business in any state.


                                      -99-
<PAGE>

     (c) The applicable Master Servicer or the Special Servicer, as the case may
be, in accordance with this Agreement, shall service and administer each
Cross-Collateralized Group as a single Mortgage Loan as and when necessary and
appropriate consistent with the Servicing Standard and applicable law and in
accordance with this Agreement.

     (d) The relationship of each Master Servicer and the Special Servicer to
the Trustee and, unless they are the same Person, one another (whether between a
Master Servicer and the other Master Servicer or a Master Servicer and the
Special Servicer) under this Agreement is intended by the parties to be that of
an independent contractor and not that of a joint venturer, partner or agent.

     (e) Notwithstanding any provision of this Agreement to the contrary, each
Serviced Mortgage Loan Group shall be serviced and administered under this
Agreement only for as long as the Pooled Mortgage Loan that is a part of such
Serviced Mortgage Loan Group or the beneficial interest in any related REO
Property constitutes an asset of the Trust Fund; provided, however, that,
notwithstanding the foregoing, servicing of a Serviced Mortgage Loan Group
pursuant to the terms hereof and the applicable intercreditor agreement shall
continue until a new servicing agreement is entered into with respect to such
Serviced Mortgage Loan Group as provided in the related Mortgage Loan Group
Intercreditor Agreement.

     (f) Nothing contained in this Agreement shall limit the ability of either
Master Servicer to lend money to (to the extent not secured, in whole or in
part, by any Mortgaged Property), accept deposits from and otherwise generally
engage in any kind of business or dealings with any Borrower as though such
Master Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided, however, that this sentence shall not be
construed to modify the Servicing Standard.

     (g) The parties hereto acknowledge that each Non-Trust-Serviced Pooled
Mortgage Loan is subject to the terms and conditions of the related Mortgage
Loan Group Intercreditor Agreement. The parties hereto recognize the respective
rights and obligations of the "Holders" and "Lenders" under the Mortgage Loan
Group Intercreditor Agreement for each Non-Trust-Serviced Pooled Mortgage Loan,
including with respect to the allocation of collections and losses on or in
respect of such Non-Trust Serviced Pooled Mortgage Loan and the related
Non-Pooled Pari Passu Companion Loans and the making of payments to the
"Holders" and "Lenders" in accordance with such Mortgage Loan Group
Intercreditor Agreement and the related Non-Trust Servicing Agreement. The
parties hereto further acknowledge that, pursuant to the Mortgage Loan Group
Intercreditor Agreement for each Non-Trust-Serviced Pooled Mortgage Loan, such
Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled Pari Passu
Companion Loans are to be serviced and administered by the related Non-Trust
Master Servicer and related Non-Trust Special Servicer in accordance with the
related Non-Trust Servicing Agreement. Although the Non-Trust-Serviced Pooled
Mortgage Loans are not Serviced Mortgage Loans hereunder, WFB as a Master
Servicer hereunder (and any successors to WFB in such capacity) shall have
certain duties and shall constitute the "applicable Master Servicer" with
respect to each such Non-Trust-Serviced Pooled Mortgage Loan.

     For so long as a Non-Trust-Serviced Pooled Mortgage Loan or any successor
REO Pooled Mortgage Loan with respect thereto is part of the Mortgage Pool and
such Non-Trust-Serviced Pooled Mortgage Loan and its related Non-Pooled Pari
Passu Companion Loans, or any related REO Property with respect thereto, are
being serviced and administered under the related Non-Trust Servicing Agreement,
the applicable Master Servicer shall promptly notify the Trustee and the
Controlling Class Representative of any defaults on the part of the related
Non-Trust Master Servicer and/or the related Non-Trust Special Servicer of which
the applicable Master Servicer is aware. If there are at any time amounts due
from the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, to any
party under the related Mortgage Loan Group Intercreditor Agreement or the
Non-Trust Servicing Agreement, the applicable Master Servicer shall notify the
Special Servicer and the Controlling Class Representative, and the applicable
Master Servicer may pay such amounts out of its Collection Account, and, if and
to the extent that the deposits in such Master Servicer's Collection Account are
insufficient, may (or, at the direction of the Controlling Class Representative,
shall) pay such amounts from its own funds (provided that any such payment from
its own funds shall constitute, and be reimbursable as, a Servicing Advance).
Except as otherwise expressly addressed in Section 3.20, with respect to
modifications, waivers and


                                     -100-
<PAGE>

amendments of the Non-Trust-Serviced Pooled Mortgage Loans, if (i) the Trustee
is requested to take any action in its capacity as holder of a
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Mortgage Loan
Group Intercreditor Agreement and/or the related Non-Trust Servicing Agreement,
or (ii) a Responsible Officer of the Trustee receives actual notice of a default
or event of default on the part of any other party under such Non-Trust
Servicing Agreement, then (subject to the next paragraph) the Trustee shall
notify (in writing), and act in accordance with the instructions of, the
Controlling Class Representative; provided that, if such instructions are not
provided within a reasonable time period (not to exceed ten (10) Business Days
or such lesser response time as is afforded under the related Mortgage Loan
Documents or Non-Trust Servicing Agreement, as applicable) or if the Trustee is
not permitted (pursuant to the next paragraph) to follow such instructions, then
the Trustee will take such action or inaction, as directed in writing by the
Holders of the Certificates entitled to a majority of the Voting Rights; and
provided, further, that the Trustee may not approve the adoption of any
Non-Trust Servicing Agreement that is the successor to and/or in replacement of
the Non-Trust Servicing Agreement in effect as of the Closing Date unless it
receives written confirmation (at the expense of the party requesting such
approval of the Trustee, if a Certificateholder or a party to this Agreement,
otherwise from the related Master Servicer's Collection Account) from each
Rating Agency that the servicing and administration of the related
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property under such
new servicing agreement would not result in an Adverse Rating Event with respect
to any Class of Rated Certificates; and provided, further, that if the Trustee's
consent is sought with respect to any loan-level action under the related
Non-Trust Servicing Agreement as to which, if such action were taken under this
Agreement, written confirmation would be required from a Rating Agency to the
effect that such action would not, in and of itself, result in an Adverse Rating
Event with respect to any Class of Rated Certificates, then the Trustee shall
not grant such consent without first having obtained such written confirmation
(at the expense of the party requesting such approval of the Trustee, if a
Certificateholder or a party to this Agreement, otherwise from the related
Master Servicer's Collection Account). During the continuation of any event of
default or other default under any Non-Trust Servicing Agreement, each of the
Trustee and the applicable Master Servicer shall have the right to take all
actions 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). The reasonable costs and expenses incurred by the Trustee in
connection with such enforcement shall, at the direction of the Trustee, be paid
by, and reimbursable to, the applicable Master Servicer as Servicing Advances
(subject to Section 3.11(h)). The Trustee and the applicable Master Servicer
shall each promptly forward all material notices or other communications
delivered to it in connection with each Non-Trust Servicing Agreement to the
other such party, the Depositor and the Controlling Class Representative and, if
such notice or communication is in the nature of a notice or communication that
would be required to be delivered to the Rating Agencies if the related
Non-Trust-Serviced Pooled Mortgage Loan were a Serviced Mortgage Loan, to the
Rating Agencies.

     Notwithstanding anything herein to the contrary: (i) the Trustee shall not
have any right or obligation to consult with or to seek and/or obtain consent or
approval from any Controlling Class Representative prior to acting during the
period following any resignation or removal of a Controlling Class
Representative and before a replacement is selected; and (ii) no advice,
direction or objection from or by the Controlling Class Representative, as
contemplated by the prior paragraph, may (and the Trustee shall ignore and act
without regard to any such advice, direction or objection that the Trustee has
determined, in its reasonable, good faith judgment, would): (A) require or cause
the Trustee to violate applicable law, or any other Section of this Agreement,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C)
expose the Trust, the Depositor, a Master Servicer, the Special Servicer, the
Fiscal Agent, the Certificate Administrator, the Trustee or any of their
respective Affiliates, members, managers, officers, directors, employees or
agents, to any material claim, suit or liability or (D) expand the scope of a
Trustee's responsibilities under this Agreement.

     (h) With respect to each of (w) the subordinate mortgage loan in the
original principal amount of $810,000 that is secured by the same Mortgaged
Property as the Pooled Mortgage Loan identified in the Pooled Mortgage Loan
Schedule as "Park Meadows MHC", (x) the subordinate mortgage loan in the
original principal amount of $245,000 that is secured by the same Mortgaged
Property as the Pooled Mortgage Loan identified in the Pooled Mortgage Loan
Schedule as "The Willows", (y) the subordinate mortgage loan in the original
principal amount of $175,000 that is


                                     -101-
<PAGE>

secured by the same Mortgaged Property as the Pooled Mortgage Loan identified in
the Pooled Mortgage Loan Schedule as "City View MHC" and (z) the subordinate
mortgage loan in the original principal amount of $120,000 that is secured by
the same Mortgaged Property as the Pooled Mortgage Loan identified on the Pooled
Mortgage Loan Schedule as "Western Reserve Village", each such subordinate
mortgage loan is referred to herein as a "B Note" and the related Pooled
Mortgage Loan is referred to herein as an "A/B Mortgage Loan". Notwithstanding
any other provision of this Agreement to the contrary, in the case of each
Pooled Mortgage Loan that constitutes an A/B Mortgage Loan: (1) subject to the
right of the holder of the related B Note to receive payments directly from the
related Borrower at all times prior to the occurrence of a default under such
Pooled Mortgage Loan, such Pooled Mortgage Loan and the related B Note shall be
serviced and administered hereunder by the applicable Master Servicer or the
applicable Special Servicer, as the case may be, for the benefit of the Trustee,
the Certificateholders and the holder of the related B Note as a collective
whole (taking into account that the B Note holder's interest is subordinate to
that of the Trust as the holder of the A/B Mortgage Loan) and in accordance with
the related intercreditor agreement; (2) the Servicing Standard hereunder shall
be construed in accordance with the immediately preceding clause (1); (3) for
the avoidance of doubt, any Appraisal Reduction Amounts shall be determined for
such Pooled Mortgage Loan in accordance with the definition of "Appraisal
Reduction Amount" without regard to the indebtedness evidenced by the related B
Note; (4) for the avoidance of doubt, references to collections on or in respect
of such Pooled Mortgage Loan set forth in the other provisions of this
Agreement, shall be construed to exclude any amounts owned by or payable to the
holder of the related B Note; (5) if WFB (or any successor thereto) as the
applicable Master Servicer receives any funds on or in respect of the related B
Note, then it shall hold such funds in a subaccount of its Collection Account
and mark its books and records to indicate that such subaccount is held for the
benefit of the holder of such B Note and such Master Servicer shall be
authorized to make withdrawals therefrom to remittances to the holder of such B
Note as required under the terms of the related intercreditor agreement and as
otherwise required under the terms of such intercreditor agreement; (6) if a
deed or certificate of sale for any Administered REO Property related to such
Pooled Mortgage Loan is issued to the Trustee or its nominee under Section 3.16,
such title shall be held on behalf of the Certificateholders and the holder of
the related B Note; (7) if any REO Account is established under Section 3.16 for
the retention of revenues and other proceeds derived from any Administered REO
Property related to such Pooled Mortgage Loan, then such REO Account shall be
held on behalf of the Trustee in trust for the benefit of the Certificateholders
and the holder of the related B Note, as a collective whole; and (8) in the case
of each REO Property that is related to an A/B Mortgage Loan, any and all
reference in Section 2.01(a), Section 2.13(a) and/or Article IX to an REO
Property shall be construed to mean the beneficial interest of the Trust Fund
alone in such REO Property. The holder of each B Note shall be a third party
beneficiary of this paragraph and no amendment of this paragraph may be made
without the consent of such holder to the extent that such amendment would
materially and adversely affect the interests of such holder.

     SECTION 3.02. Collection of Mortgage Loan Payments.

     (a) The applicable Master Servicer and the Special Servicer shall make
efforts consistent with the Servicing Standard and the terms of this Agreement
to collect all payments required under the terms and provisions of the
respective Serviced Mortgage Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard; provided that none of the Master Servicers or the Special Servicer
shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan
after its Anticipated Repayment Date, take any enforcement action with respect
to the payment of Post-ARD Additional Interest (other than the making of
requests for its collection), and the Special Servicer may do so only if (i) the
taking of an enforcement action with respect to the payment of other amounts due
under such Mortgage Loan is, in the reasonable judgment of the Special Servicer,
and without regard to such Post-ARD Additional Interest, also necessary,
appropriate and consistent with the Servicing Standard or (ii) all other amounts
due under such Mortgage Loan have been paid, the payment of such Post-ARD
Additional Interest has not been forgiven in accordance with Section 3.20 and,
in the reasonable judgment of the Special Servicer, exercised in accordance with
the Servicing Standard, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated Advance Interest.
Consistent with the foregoing, the applicable Master Servicer may grant
case-by-case waivers of Default Charges in connection with a late payment on a
Serviced Mortgage Loan, provided that, for any waiver thereof under any Serviced
Mortgage Loan where both (x) any Advance Interest is then outstanding and (y)
either (1) the waiver would be


                                     -102-
<PAGE>

the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage
Loan is 60 days or more delinquent in respect of any Monthly Payment, the
applicable Master Servicer shall have obtained the consent of the Special
Servicer, which shall have, as and to the extent contemplated by Section 3.24,
obtained the consent of the Controlling Class Representative.

     (b) At least 90 days prior to the maturity date of each Balloon Mortgage
Loan, the applicable Master Servicer shall send a notice to the related Borrower
of such maturity date (with a copy to be sent to the Special Servicer) and shall
request confirmation that the Balloon Payment will be paid by such maturity
date.

     (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan:

          (i) promptly following the Closing Date, the applicable Master
     Servicer shall deliver, or cause to be delivered, written notice to the
     applicable Non-Trust Master Servicer stating that, as of the Closing Date,
     the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan
     and directing such Non-Trust Master Servicer to remit to the applicable
     Master Servicer all amounts payable to, and to forward, deliver or
     otherwise make available, as the case may be, to the applicable Master
     Servicer all reports, statements, documents, communications and other
     information that are to be forwarded, delivered or otherwise made available
     to, the holder of such Non-Trust-Serviced Pooled Mortgage Loan under the
     related Mortgage Loan Group Intercreditor Agreement and the applicable
     Non-Trust Servicing Agreement;

          (ii) the applicable Master Servicer shall, on the day of receipt
     thereof, if such Master Servicer is the same Person or an Affiliate of the
     related Non-Trust Master Servicer, and otherwise within one Business Day
     following the receipt thereof, deposit into its Collection Account all
     amounts received by it from the applicable Non-Trust Master Servicer or any
     other party under the related Non-Trust Servicing Agreement;

          (iii) if, as of the close of business on the Determination Date on
     which a Collection Period ends in any calendar month, the applicable Master
     Servicer has not received a Monthly Payment due on such Non-Trust-Serviced
     Pooled Mortgage Loan (other than the Balloon Payment due on the World
     Apparel Center Non-Trust-Serviced Pooled Mortgage Loan due on July 7, 2014)
     during such Collection Period (or, in the case of the World Apparel Center
     Pooled Mortgage Loan, due in the calendar month in which such Collection
     Period ends) for any reason (whether because such Due Date has not yet
     occurred, the grace period for such Monthly Payment has not yet expired,
     the related Borrower has failed to make such Monthly Payment, the
     remittance date for such Monthly Payment has not yet occurred under the
     terms of the applicable Non-Trust Servicing Agreement or the related
     Non-Trust Master Servicer has failed to timely make a remittance of such
     Monthly Payment that it is required to have made), then (A) for the
     avoidance of doubt, the applicable Master Servicer shall make a P&I Advance
     with respect to such amount on the Master Servicer Remittance Date
     immediately succeeding such Collection Period, subject to and in accordance
     with Section 4.03 (and, in accordance with such Section 4.03, if the
     applicable Master Servicer fails to make such P&I Advance, then the Trustee
     or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance);
     and (B) notwithstanding any contrary provision of Section 4.03, Advance
     Interest shall not commence accruing on such P&I Advance until the date
     that is (i) one calendar day after the later of the Due Date for such
     Monthly Payment or the expiration of the grace period, if any, applicable
     to such Due Date, but only if the Borrower failed to make its Monthly
     Payment on such date, or (ii) otherwise, the date that is one calendar day
     after the date on which the applicable Non-Trust Master Servicer is
     required to remit such Monthly Payment to the Master Servicer pursuant to
     the terms of the applicable Non-Trust Servicing Agreement and/or Mortgage
     Loan Group Intercreditor Agreement;

          (iv) if the applicable Master Servicer has notice, or a Servicing
     Officer of the Master Servicer has knowledge, of a material failure of the
     applicable Non-Trust Master Servicer to make a remittance that it is
     required to make to such applicable Master Servicer under the terms of the
     related Non-Trust Servicing Agreement and/or the related Mortgage Loan
     Group Intercreditor Agreement, then such applicable Master Servicer shall
     provide notice of such failure to such Non-Trust Master Servicer, the
     trustee or other holder of the


                                     -103-
<PAGE>

     related Non-Pooled Pari Passu Companion Loans under the related Non-Trust
     Servicing Agreement, the Trustee and the Controlling Class Representative;

          (v) solely in the case of the World Apparel Center Pooled Mortgage
     Loan, as to which the Balloon Payment is due on July 7, 2014 and the
     related Non-Trust Master Servicer is required by the applicable Non-Trust
     Servicing Agreement to remit such Balloon Payment (if timely received by it
     on July 7, 2014) to the applicable Master Servicer on July 8, 2014 pursuant
     to the terms of the related Non-Trust Servicing Agreement, (A) the
     applicable Master Servicer shall provide notice to the Certificate
     Administrator and the Servicer Report Administrator no later than 2:00 p.m.
     (New York City time) two (2) Business Days prior to the related
     Distribution Date reflecting the pendency of the payment of such Balloon
     Payment (unless an event of default has occurred under such
     Non-Trust-Serviced Pooled Mortgage Loan); (B) if the applicable Master
     Servicer provides the notice described in clause (A) above and it receives
     such remittance on or before such day, it shall remit such Balloon Payment
     to the Certificate Administrator (for deposit into the Distribution
     Account) on the Master Servicer Remittance Date in July 2014 and shall not
     make a P&I Advance in respect of such Balloon Payment and the Principal
     Distribution Amount that would otherwise have been in effect for the
     Distribution Date in July 2014 shall be increased by the amount of the
     principal portion of such Balloon Payment (and, for the avoidance of doubt,
     such Balloon Payment will not be deemed to have been received during the
     Collection Period related to the next succeeding Distribution Date); and
     (C) if the applicable Master Servicer fails to make such remittance
     following such receipt or the applicable Master Servicer does not provide
     the notice described in clause (A) above, (x) for the avoidance of doubt,
     such Master Servicer shall make a P&I Advance (subject to and in accordance
     with Section 4.03) in an amount equal to the Assumed Monthly Payment, (y)
     such failure shall constitute an Event of Default but the applicable Master
     Servicer shall be entitled to cure such Event of Default (and may not be
     terminated under Article VII unless it does not effect such cure) by
     making, not later than the Master Servicer Remittance Date occurring in
     August 2014, a payment of cash, from its own funds without right of
     reimbursement therefor, to the Certificate Administrator (for deposit in
     the Distribution Account) in an amount equal to one month's interest at the
     Net Mortgage Rate of the World Apparel Center Pooled Mortgage Loan on a
     principal amount equal to the principal portion of such Balloon Payment and
     (z) for purposes of the definition of "Principal Distribution Amount" for
     the Distribution Date occurring in August 2014, the principal portion of
     such Balloon Payment shall be construed to have been collected during the
     Collection Period related to the Distribution Date occurring in August
     2014; and

          (vi) solely in the case of the World Apparel Center Pooled Mortgage
     Loan at any time when it is not a defaulted Mortgage Loan or a Specially
     Serviced Mortgage Loan, to the extent that a voluntary Principal Prepayment
     is made to the applicable Non-Trust Master Servicer on or before the Due
     Date occurring in any month in accordance with the related Mortgage Loan
     Documents in effect on the Closing Date, is timely remitted by such
     Non-Trust Master Servicer and such remittance is made after the end of the
     Collection Period ending in such month, such payment (and any accompanying
     Prepayment Premium or Yield Maintenance Charge that is Received by the
     Trust), will nevertheless be distributed to Certificateholders on the
     Distribution Date occurring in such month if the applicable Master Servicer
     (a) provides notice to the Certificate Administrator and the Servicer
     Report Administrator no later than 2:00 p.m. (New York City time) two (2)
     Business Days prior to the related Distribution Date reflecting the related
     Borrower's intention to make such payment, and (b) either (i) remits such
     payment to the Certificate Administrator on the related Master Servicer
     Remittance Date, or (ii) provides notice to the Certificate Administrator
     no later than 5:30 p.m. (New York City time) on the related Master Servicer
     Remittance Date that such payment has been received by the applicable
     Master Servicer and then remits such payment to the Certificate
     Administrator by 10:00 a.m. (New York City time) on the related
     Distribution Date with interest for the account of the Certificate
     Administrator on such remittance at the Reimbursement Rate from and
     including such Master Servicer Remittance Date to but excluding the related
     Distribution Date. If the timing and notice requirements set forth in (a)
     and (b) above are not satisfied with respect to such voluntary Principal
     Prepayment, then (A) such circumstances shall constitute an Event of
     Default of the applicable Master Servicer but the applicable Master
     Servicer shall be entitled to cure such Event of Default (and may not be
     terminated under Article VII unless it does not effect such cure) by
     making, not later than the Master Servicer Remittance


                                     -104-
<PAGE>

     Date occurring in the month immediately following the month in which the
     Principal Prepayment occurred, a payment of cash, from its own funds
     without right of reimbursement therefor, to the Certificate Administrator
     (for deposit in the Distribution Account) in an amount equal to one month's
     interest at the Net Mortgage Rate of the World Apparel Center Pooled
     Mortgage Loan on a principal amount equal to such Principal Prepayment; and
     (B) such Principal Prepayment (and such accompanying Prepayment Premium or
     Yield Maintenance Charge) will be deemed to have been received in the next
     succeeding Collection Period. For the avoidance of doubt, the applicable
     Master Servicer will not be required to make (and the applicable Master
     Servicer will not be in default hereunder for not making) any payment
     described in the preceding sentence in connection with a voluntary
     Principal Prepayment that is not timely remitted to the Master Servicer by
     the related Non-Trust Master Servicer in accordance with the related
     Non-Trust Servicing Agreement and Mortgage Loan Group Intercreditor
     Agreement. In addition, any cure payment made by the applicable Master
     Servicer as described in the second preceding sentence in connection with
     any applicable Principal Prepayment that is made on a date other than a Due
     Date shall not include (and the applicable Master Servicer shall not be in
     default hereunder if such payment does not include) the interest that would
     have accrued from the date of the Principal Prepayment to the next
     succeeding Due Date (but the parties hereto acknowledge that the related
     Borrower is required to pay such interest as a condition of making a
     Principal Prepayment and any such payment made by the Borrower that is
     received by the applicable Master Servicer shall be remitted by such Master
     Servicer on the same Master Servicer Remittance Date by which the cure
     payment must be made).

     (d) With respect to each Pooled Mortgage Loan for which the Due Date is
scheduled to occur on the 5th day or 10th day of each month (subject to any
applicable business day convention), each of which Pooled Mortgage Loans permits
prepayments (after the end of any applicable lockout period) to be made on any
day of a month without an accompanying payment of interest that would have
accrued to the next Due Date, to the extent that a voluntary Principal
Prepayment is received by WFB as the applicable Master Servicer after the end of
the Collection Period ending in such month or the related Borrower makes a
related Balloon Payment due in such month after the end of the Collection Period
ending in such month, such Principal Payment or Balloon Payment and any
accompanying interest (and any accompanying Prepayment Premium or Yield
Maintenance Charge that is Received by the Trust) (and the interest referred to
above shall be net of any portion thereof that is similar to a Prepayment
Interest Excess representing interest accrued from and after the Due Date in
such month, which portion shall be retained by the applicable Master Servicer as
Additional Master Servicer Compensation) will nevertheless be distributed to
Certificateholders on the Distribution Date occurring in such month if the
applicable Master Servicer (a) provides notice to the Certificate Administrator
and the Servicer Report Administrator no later than 2:00 p.m. (New York City
time) two (2) Business Days prior to the related Distribution Date reflecting
the related Borrower's intention to make such payment, and (b) both (i) remits
such payment to the Certificate Administrator not later than 1:00 p.m. (New York
City time) on the related Master Servicer Remittance Date and (ii) provides to
the Certificate Administrator a revised CMSA Loan Periodic Update File not later
than 9:00 a.m. (New York City time) on the related Master Servicer Remittance
Date. If the timing and notice requirements set forth in (a) and (b) above are
satisfied with respect to such voluntary Principal Prepayment or such Balloon
Payment, the Principal Distribution Amount that would otherwise have been in
effect for the related Distribution Date shall be increased by the amount of
such Principal Prepayment or the principal portion of such Balloon Payment. If
the timing and notice requirements set forth in (a) and (b) above are not
satisfied with respect to such voluntary Principal Prepayment or such Balloon
Payment, then (A) for the avoidance of doubt, in the case of a Balloon Payment,
the applicable Master Servicer shall make the applicable P&I Advance on the
Master Servicer Remittance Date immediately succeeding such Collection Period,
subject to and in accordance with Section 4.03(b) (and, in accordance with such
Section 4.03(b), if the applicable Master Servicer fails to make such P&I
Advance, then the Trustee or, if it fails to do so, the Fiscal Agent, shall make
such P&I Advance); (B) such circumstances shall constitute an Event of Default
of the applicable Master Servicer but the applicable Master Servicer shall be
entitled to cure such Event of Default (and may not be terminated under Artcle
VII unless it does not effect such cure) by making, not later than the Master
Servicer Remittance Date occurring in the month immediately following the month
in which the Principal Prepayment or such Balloon Payment occurred, a payment of
cash, from its own funds without right of reimbursement therefor, to the
Certificate Administrator (for deposit in the Distribution Account) in an amount
equal to the sum of one month's interest at the Net Mortgage Rate of the related
Pooled Mortgage Loan on a principal amount equal to such Principal Prepayment or
the principal portion of such Balloon


                                     -105-
<PAGE>

Payment and, solely in the case of a Principal Prepayment made before a Due
Date, the interest that would have accrued (at the related Net Mortgage Rate) on
the Principal Prepayment from and including the date of the Principal Prepayment
to but excluding such Due Date; and (C) such Principal Prepayment (and such
accompanying Prepayment Premium or Yield Maintenance Charge) or such Balloon
Payment, as the case may be, and any accompanying interest will be deemed to
have been received during the Collection Period related to the Distribution Date
occurring in the month immediately following the month in which such Principal
Prepayment or such Balloon Payment was made. Notwithstanding any contrary
provision of the foregoing, WFB as the applicable Master Servicer shall not be
required to make (and shall not be in default hereunder for not making) a
payment of one month's interest otherwise described in the preceding sentence to
the extent that such interest otherwise constitutes all or a portion of any
Compensating Interest Payment that WFB as the applicable Master Servicer is
otherwise required to make in respect of the related Pooled Mortgage Loan.

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

     (a) Each Master Servicer shall establish and maintain one or more
segregated accounts ("Servicing Accounts"), in which all Escrow Payments
received by it with respect to the Serviced Mortgage Loans for which it is the
applicable Master Servicer, shall be deposited and retained, separate and apart
from its own funds. Subject to any terms of the related Mortgage Loan Documents
that specify the nature of the account in which Escrow Payments shall be held,
each Servicing Account shall be an Eligible Account. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, each Master Servicer may make withdrawals from the Servicing
Accounts maintained by it, and may apply Escrow Payments held therein with
respect to any Serviced Mortgage Loan (together with interest earned thereon),
only as follows: (i) to effect the payment of real estate taxes, assessments,
insurance premiums (including, premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the related
Mortgaged Property; (ii) to reimburse such Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as applicable, for any unreimbursed
Servicing Advances made thereby with respect to such Mortgage Loan to cover any
of the items described in the immediately preceding clause (i); (iii) to refund
to the related Borrower any sums as may be determined to be overages; (iv) to
pay interest or other income, if required and as described below, to the related
Borrower on balances in the Servicing Account (or, if and to the extent not
payable to the related Borrower to pay such interest or other income (up to the
amount of any Net Investment Earnings in respect of such Servicing Account for
each Collection Period) to such Master Servicer); (v) disburse Insurance
Proceeds if required to be applied to the repair or restoration of the related
Mortgaged Property, (vi) after an event of default, to pay the principal of,
accrued interest on and any other amounts payable with respect to such Mortgage
Loan; (vii) to withdraw amounts deposited in the Servicing Account in error; or
(viii) to clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. Each Master Servicer shall pay or
cause to be paid to the related Borrowers interest and other income, if any,
earned on the investment of funds in Servicing Accounts maintained thereby, if
and to the extent required by law or the terms of the related Mortgage Loan
Documents. If a Master Servicer shall deposit in a Servicing Account maintained
by it 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. Promptly after any Escrow Payments are received by the
Special Servicer from the Borrower under any Serviced Mortgage Loan, and in any
event within one Business Day after any such receipt, the Special Servicer shall
remit such Escrow Payments to the applicable Master Servicer for deposit in the
applicable Servicing Account(s).

     (b) The applicable Master Servicer shall as to each Serviced Mortgage Loan
(including each Specially Serviced Mortgage Loan): (i) maintain accurate records
with respect to the related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien
thereon and the status of insurance premiums and any ground rents payable in
respect thereof and (ii) use reasonable efforts consistent with the Servicing
Standard to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and effect payment thereof prior to the applicable
penalty or termination date. For purposes of effecting any such payment with
respect to any Serviced Mortgage Loan, the applicable Master Servicer shall
apply Escrow Payments as allowed under the terms of the related Mortgage Loan
Documents; provided that if such Mortgage Loan does not require the related
Borrower to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the applicable Master
Servicer (or, if such Mortgage Loan becomes a Specially


                                     -106-
<PAGE>

Serviced Mortgage Loan, the Special Servicer) shall, subject to and in
accordance with the Servicing Standard, use reasonable efforts to enforce the
requirement of the related Mortgage Loan Documents that the related Borrower
make payments in respect of such items at the time they first become due.

     (c) In accordance with the Servicing Standard, but subject to Section
3.11(h), the applicable Master Servicer, with respect to each Serviced Mortgage
Loan for which it is the Master Servicer (including each such Mortgage Loan that
is a Specially Serviced Mortgage Loan) shall 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 timely payment of (i) real
estate taxes, assessments and other similar items, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies (including, premiums on
any Environmental Insurance Policy), in each instance prior to the applicable
penalty or termination date, in each instance if and to the extent that (x)
Escrow Payments (if any) collected from the related Borrower are insufficient to
pay such item when due, and (y) the related Borrower has failed to pay such item
on a timely basis; provided that, in the case of amounts described in the
preceding clause (i), the applicable Master Servicer shall not make a Servicing
Advance of any such amount if such Master Servicer reasonably anticipates (in
accordance with the Servicing Standard) that such amounts will be paid by the
related Borrower on or before the applicable penalty date, in which case such
Master Servicer shall use its best reasonable efforts consistent with the
Servicing Standard to confirm whether such amounts have been paid and, subject
to Section 3.11(h), shall make a Servicing Advance of such amounts, if
necessary, not later than five Business Days following confirmation by such
Master Servicer that such amounts have not been paid by the applicable penalty
date. All such Advances shall be reimbursable in the first instance from related
collections from the Borrowers and further as provided in Section 3.05(a). No
costs incurred by a Master Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of any
Mortgaged Property shall, for purposes hereof, including calculating monthly
distributions to Certificateholders, be added to the respective unpaid principal
balances or Stated Principal Balances of the subject Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit; provided that
this sentence shall not be construed to limit the rights of the applicable
Master Servicer or the Special Servicer on behalf of the Trust to enforce any
obligations of the related Borrower under such Mortgage Loan.

     (d) Each Master Servicer shall establish and maintain one or more
segregated accounts ("Reserve Accounts"), in which all Reserve Funds, if any,
received by it with respect to the Serviced Mortgage Loans as to which it is the
applicable Master Servicer, shall be deposited and retained, separate and apart
from its own funds. Subject to any terms of the related Mortgage Loan Documents
that specify the nature of the account in which Reserve Funds shall be held,
each Reserve Account shall be an Eligible Account. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, each Master Servicer may make withdrawals from the Reserve
Accounts maintained by it, and may apply Reserve Funds held therein with respect
to any Serviced Mortgage Loan (together with interest earned thereon), only as
follows: (i) in the case of Reserve Funds that are intended to cover specific
costs and expenses, to pay for, or to reimburse the related Borrower in
connection with, the costs associated with the related tenant improvements,
leasing commissions, repairs, replacements, capital improvements and/or
environmental testing and remediation, litigation and/or other special expenses
at or with respect to the related Mortgaged Property for which such Reserve
Funds were intended and to refund the related Borrower any sums as may be
determined to be overages; (ii) in the case of Reserve Funds intended to cover
debt service payments, to apply amounts on deposit therein in respect of
principal and interest on such Mortgage Loan; (iii) to reimburse such Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
for any unreimbursed Advances made thereby with respect to such Mortgage Loan to
cover any of the items described in the immediately preceding clauses (i) and
(ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to
the related Collection Account an amount equal to the reimbursement that would
otherwise have been made as described in this clause (iii)); (iv) to release
such Reserve Funds to the related Borrower if the conditions precedent for such
release are satisfied or otherwise apply such Reserve Funds in accordance with
the related Mortgage Loan Documents if the conditions precedent for such release
are not satisfied; (v) to pay interest or other income, if required and as
described below, to the related Borrower on balances in the Reserve Account (or,
if and to the extent not payable to the related Borrower, to pay such interest
or other income (up to the amount of any Net Investment Earnings in respect of
such Reserve Account for each Collection Period) to such Master Servicer); (vi)
to withdraw amounts deposited in such Reserve Account in error; (vii) after an
event of default, to pay the


                                     -107-
<PAGE>

principal of, accrued interest on, and any other amounts payable with respect to
such Mortgage Loan; or (viii) to clear and terminate the Reserve Account at the
termination of this Agreement in accordance with Section 9.01. If the Borrower
under any Serviced Mortgage Loan delivers a Letter of Credit in lieu of Reserve
Funds, then the applicable Master Servicer shall make draws on such Letter of
Credit at such times and for such purposes as it would have made withdrawals
from a Reserve Account and, to the extent consistent with the Servicing
Standard, applicable law and the related Mortgage Loan Documents, in order to
convert the amount of such Letter of Credit into Reserve Funds. Promptly after
any Reserve Funds are received by the Special Servicer from any Borrower, and in
any event within one Business Day of such receipt, the Special Servicer shall
remit such Reserve Funds to the applicable Master Servicer for deposit in the
applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable
attorneys' fees and expenses, incurred by a Master Servicer or the Special
Servicer to enable such Master Servicer or the Special Servicer, as the case may
be, to make any draw under any Letter of Credit shall constitute a Servicing
Advance, and such Master Servicer or the Special Servicer, as the case may be,
shall make reasonable efforts to recover such expenses from the related Borrower
to the extent the Borrower is required to pay such expenses under the terms of
the related Mortgage Loan.

     (e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Serviced Mortgage Loan, the
applicable Master Servicer shall request from the related Borrower written
confirmation thereof within a reasonable time after the later of the Closing
Date and the date as of which such plan is required to be established or
completed. To the extent any other action or remediation with respect to
environmental matters is required to have been taken or completed pursuant to
the terms of a Serviced Mortgage Loan, the applicable Master Servicer shall
request from the related Borrower written confirmation of such action and
remediations within a reasonable time after the later of the Closing Date and
the date as of which such action or remediations are required to have been taken
or completed. To the extent that a Borrower shall fail to promptly respond to
any inquiry described in this Section 3.03(e), the applicable Master Servicer
shall notify the Trustee, the Special Servicer, the Controlling Class
Representative and (if affected) the related Serviced Non-Pooled Mortgage Loan
Noteholder(s). The applicable Master Servicer shall promptly notify the Trustee,
the Special Servicer, the Controlling Class Representative and any affected
Serviced Non-Pooled Mortgage Loan Noteholders if such Master Servicer determines
that the Borrower under any Serviced Mortgage Loan has failed to perform its
obligations under such Serviced Mortgage Loan in respect of environmental
matters.

     (f) Subject to applicable law and the terms of the related Mortgage Loan
Documents, funds in the Servicing Accounts and the Reserve Accounts may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06.

     (g) With respect to each Serviced Mortgage Loan that requires the related
Borrower to establish and maintain one or more lock-box, cash management or
similar accounts, the applicable Master Servicer shall establish and maintain,
in accordance with the Servicing Standard, such account(s) in accordance with
the terms of the related Mortgage Loan Documents. No such lock-box account is
required to be an Eligible Account, unless the Mortgage Loan Documents otherwise
so require. The applicable Master Servicer shall apply the funds deposited in
such accounts in accordance with terms of the related Mortgage Loan Documents,
any lock-box, cash management or similar agreement and the Servicing Standard.

     SECTION 3.04. Collection Accounts, Distribution Account, Interest Reserve
                   Account, Excess Liquidation Proceeds Account and Companion
                   Note Custodial Accounts.

     (a) Each of the Master Servicers shall segregate and hold all funds
collected and received by it in connection with the Pooled Mortgage Loans for
which it is the applicable Master Servicer separate and apart from its own funds
and general assets. In connection therewith, each Master Servicer shall
establish and maintain one or more segregated accounts (collectively, a
"Collection Account"), in which the funds described below are to be deposited
and held on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes a Collection Account shall be
an Eligible Account. Each Master Servicer shall deposit or cause to be deposited
in its Collection Account, within one Business Day of receipt by it (in the case
of payments by Borrowers or other collections on the Serviced Pooled Mortgage
Loans as to which it acts as Master Servicer) or as otherwise required
hereunder, the following


                                     -108-
<PAGE>

payments and collections received or made by or on behalf of such Master
Servicer subsequent to the Closing Date with respect to the Pooled Mortgage
Loans as to which it is the applicable Master Servicer and any Administered REO
Properties acquired in respect thereof (other than in respect of scheduled
payments of principal and interest due and payable on such Pooled Mortgage Loans
on or before their respective Cut-off Dates (or, in the case of a Replacement
Pooled Mortgage Loan, on or before the related date of substitution), which
payments shall be delivered promptly to the related Pooled Mortgage Loan Seller
or its designee, with negotiable instruments endorsed as necessary and
appropriate without recourse):

          (i) all payments (from whatever source) on account of principal of
     such Serviced Pooled Mortgage Loans, including Principal Prepayments;

          (ii) all payments (from whatever source) on account of interest on
     such Serviced Pooled Mortgage Loans, including Default Interest and
     Post-ARD Additional Interest;

          (iii) all Prepayment Premiums, Yield Maintenance Charges and/or late
     payment charges received with respect to such Serviced Pooled Mortgage
     Loans;

          (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received with respect to such Serviced Pooled Mortgage Loans
     and/or, insofar as such payments and/or proceeds represent amounts
     allocable to reimburse Servicing Advances or pay Liquidation Expenses
     and/or other servicing expenses in respect of the entire Mortgage Loan
     Group of which any such Serviced Pooled Mortgage Loan is part;

          (v) any amounts relating to such Serviced Pooled Mortgage Loans and/or
     Administered REO Properties required to be deposited by such Master
     Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
     with losses resulting from a deductible clause in a blanket or master force
     placed hazard insurance policy;

          (vi) any amounts relating to an Administered REO Properties required
     to be transferred from any REO Account pursuant to Section 3.16(c);

          (vii) to the extent not otherwise included in another clause of this
     Section 3.04(a), any payments collected in respect of Unliquidated Advances
     on such Pooled Mortgage Loans or in respect of amounts previously
     determined to constitute Nonrecoverable Advances; and

          (viii) insofar as they do not constitute Escrow Payments or Reserve
     Funds, any amounts relating to such Serviced Pooled Mortgage Loans paid by
     a Borrower specifically to cover items for which a Servicing Advance has
     been made or that represent a recovery of property protection expenses from
     a Borrower.

     In addition, the applicable Master Servicer shall deposit into its
Collection Account, promptly upon receipt thereof if such Master Servicer is
also the related Non-Trust Master Servicer and otherwise within one Business Day
following receipt thereof, all remittances to the Trust under the Non-Trust
Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan or any
related Non-Trust-Serviced REO Property. Furthermore, the applicable Master
Servicer for any Serviced Mortgage Loan Group shall deposit into its Collection
Account, within one Business Day following receipt thereof, all payments to the
Trust made by the Serviced Non-Pooled Mortgage Loan Noteholders in respect of
Nonrecoverable Advances or expenses pursuant to the terms of the related
Mortgage Loan Group Intercreditor Agreement.

     Furthermore, each Master Servicer shall deposit in its Collection Account
any amounts required to be deposited by such Master Servicer pursuant to Section
3.06, as and when required by such section, in connection with losses incurred
with respect to Permitted Investments of funds held in such Collection Account.


                                     -109-
<PAGE>

     Notwithstanding the foregoing requirements, the applicable Master Servicer
need not deposit into its Collection Account any amount that such Master
Servicer would be authorized to withdraw immediately from such Collection
Account in accordance with the terms of Section 3.05 and shall be entitled to
instead pay such amount directly to the Person(s) entitled thereto).

     The foregoing requirements for deposit in a Collection Account shall be
exclusive. Without limiting the generality of the foregoing, actual payments
from Borrowers in the nature of Escrow Payments, assumption fees, assumption
application fees, earn-out fees, extension fees, modification fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and other fees and amounts collected from Borrowers that
constitute Additional Master Servicing Compensation and/or Additional Special
Servicing Compensation, need not be deposited by either Master Servicer in its
Collection Account. Each Master Servicer shall promptly, and in any event within
one Business Day, deliver to the Special Servicer any of the foregoing items
received by it with respect to any Pooled Mortgage Loan, if and to the extent
that such items constitute Additional Special Servicing Compensation payable to
the Special Servicer. If either Master Servicer shall deposit in its Collection
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Collection Account, any provision herein to the
contrary notwithstanding.

     Upon receipt of any of the amounts described in clauses (i) through (iv)
and (vii) through (viii) of the first paragraph of this Section 3.04(a) with
respect to any Serviced Pooled Mortgage Loan, the Special Servicer shall
promptly, but in no event later than one Business Day after receipt, remit such
amounts to the applicable Master Servicer for deposit into such Master
Servicer's Collection Account, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be
deposited because of a restrictive endorsement. 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 applicable Master Servicer (in its
capacity as such), without recourse, representation or warranty, 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. Any such amounts received by the Special Servicer with respect to
an Administered REO Property shall be deposited by the Special Servicer into the
related REO Account and remitted to the applicable Master Servicer for deposit
into such Master Servicer's Collection Account pursuant to Section 3.16(c).

     (b) The Certificate Administrator shall establish and maintain one or more
segregated accounts (collectively, the "Distribution Account"), to be held on
behalf and in the name of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes the Distribution Account shall
be an Eligible Account. The Certificate Administrator shall, as a bookkeeping
matter, establish and maintain two sub-accounts of the Distribution Account (i)
one of which sub-accounts (such sub-account, the "REMIC Sub-Account") shall be
deemed to be held in trust for the benefit of the Holders of the Regular
Interest Certificates and the Class R Certificates, and (ii) one of which
sub-accounts (such sub-account, the "Class V Sub-Account") shall be deemed to be
held in trust for the benefit of the Holders of the Class V Certificates. Not
later than 1:00 p.m. (New York City time) on each Master Servicer Remittance
Date, each Master Servicer shall deliver to the Certificate Administrator, for
deposit in the Distribution Account, an aggregate amount of immediately
available funds equal to the Master Servicer Remittance Amount with respect to
such Master Servicer for such Master Servicer Remittance Date. Immediately upon
deposit of a Master Servicer Remittance Amount into the Distribution Account,
any portion thereof that represents any Post-ARD Additional Interest related to
the ARD Mortgage Loans and/or any successor REO Mortgage Loans with respect
thereto included in the Mortgage Pool shall be deemed to have been deposited
into the Class V Sub-Account, and the remaining portion thereof shall be deemed
to have been deposited into the REMIC Sub-Account. In addition, each Master
Servicer shall, as and when required hereunder, deliver to the Certificate
Administrator for deposit in the Distribution Account any P&I Advances and
Compensating Interest Payments required to be made by such Master Servicer
hereunder. Furthermore, any amounts paid by any party hereto to indemnify the
Trust Fund pursuant to any provision hereof shall be delivered to the
Certificate Administrator for deposit in the Distribution Account. The
Certificate Administrator shall, upon receipt, deposit in the Distribution
Account any and all amounts received or, pursuant to Section 4.03, advanced by
the Trustee or the Fiscal Agent that are required by the terms of this Agreement
to be deposited therein. As and when required pursuant to Section 3.05(c), the
Certificate Administrator shall transfer Interest Reserve Amounts in respect of
the Interest Reserve Loans from the Interest Reserve Account to the Distribution
Account. Furthermore, as and when required pursuant to Section 3.05(d), the
Certificate


                                     -110-
<PAGE>

Administrator shall transfer monies from the Excess Liquidation Proceeds Account
to the Distribution Account. The Certificate Administrator shall also deposit in
the Distribution Account any amounts required to be deposited by the Certificate
Administrator pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Distribution Account. If
the Certificate Administrator shall deposit in the Distribution Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Distribution Account, any provision herein to the contrary
notwithstanding.

     (c) The Certificate Administrator shall establish and maintain one or more
accounts (collectively, the "Interest Reserve Account") to be held on behalf and
in the name of the Trustee in trust for the benefit of the Certificateholders;
provided that, subject to the next paragraph, the Interest Reserve Account may
be a sub-account of the Distribution Account. Each account that constitutes the
Interest Reserve Account shall be an Eligible Account. On the Distribution Date
in January (except during a leap year) and February of each calendar year,
commencing in 2005, prior to any distributions being made with respect to the
Certificates on such Distribution Date, the Certificate Administrator shall,
with respect to each Interest Reserve Loan, withdraw from the Distribution
Account and deposit in the Interest Reserve Account an amount equal to the
Interest Reserve Amount, if any, in respect of such Interest Reserve Loan for
such Distribution Date; provided that no such transfer of monies from the
Distribution Account to the Interest Reserve Account shall be made on the Final
Distribution Date. The Certificate Administrator shall also deposit in the
Interest Reserve Account from its own funds any amounts required to be deposited
by the Certificate Administrator pursuant to Section 3.06 in connection with
losses incurred with respect to Permitted Investments of funds held in the
Interest Reserve Account.

     Notwithstanding that the Interest Reserve Account may be a sub-account of
the Distribution Account for reasons of administrative convenience, the Interest
Reserve Account and the Distribution Account shall, for all purposes of this
Agreement (including the obligations and responsibilities of the Certificate
Administrator hereunder), be considered to be and shall be required to be
treated as, separate and distinct accounts.

     (d) If any Excess Liquidation Proceeds are received, the Certificate
Administrator shall establish and maintain one or more accounts (collectively,
the "Excess Liquidation Proceeds Account") to be held on behalf and in the name
of the Trustee in trust for the benefit of the Certificateholders. Each account
that constitutes the Excess Liquidation Proceeds Account shall be an Eligible
Account. On each Master Servicer Remittance Date, each Master Servicer shall
withdraw from its Collection Account and remit to the Certificate Administrator
for deposit in the Excess Liquidation Proceeds Account all Excess Liquidation
Proceeds received by it during the Collection Period ending on the Determination
Date immediately prior to such Master Servicer Remittance Date. The Certificate
Administrator shall also deposit in the Excess Liquidation Proceeds Account from
its own funds any amounts required to be deposited by the Certificate
Administrator pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Excess Liquidation
Proceeds Account.

     (e) The applicable Master Servicer shall segregate and hold all funds
collected and received by it in connection with each Serviced Pari Passu
Companion Loan separate and apart from its own funds and general assets. In
connection therewith, such Master Servicer shall establish and maintain one or
more segregated accounts (collectively, the related "Companion Note Custodial
Account"), in which the funds described below are to be deposited and held on
behalf of the related Serviced Non-Pooled Pari Passu Companion Noteholder (and
which accounts may be maintained as separately identified sub-accounts of the
applicable Collection Account, provided that for all purposes of this Agreement
(including the obligations of the applicable Master Servicer hereunder) such
accounts shall be considered to be and shall be required to be treated as
separate and distinct from the applicable Collection Account). Each Companion
Note Custodial Account shall be an Eligible Account. The applicable Master
Servicer shall deposit or cause to be deposited in each Companion Note Custodial
Account, within one Business Day of receipt by it or as otherwise required
hereunder, the following payments and collections received or made by or on
behalf of such Master Servicer in respect of the related Serviced Non-Pooled
Pari Passu Companion Loan subsequent to the Closing Date:

          (i) all payments (from whatever source) on account of principal of the
     applicable Serviced Non-Pooled Pari Passu Companion Loan, including
     Principal Prepayments;


                                     -111-
<PAGE>

          (i) all payments (from whatever source) on account of interest on the
     applicable Serviced Non-Pooled Pari Passu Companion Loan, including Default
     Interest;

          (ii) all Prepayment Premiums and Yield Maintenance Charges received in
     respect of the applicable Serviced Non-Pooled Pari Passu Companion Loan;

          (iii) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received in respect of, and allocable as interest (including
     Default Interest) on, principal of or Prepayment Premiums or Yield
     Maintenance Charges with respect to, the applicable Serviced Non-Pooled
     Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect
     thereto);

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

          (v) any amounts required to be deposited by the applicable Master
     Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
     with losses on the applicable Serviced Non-Pooled Pari Passu Companion Loan
     (or any successor REO Mortgage Loan with respect thereto) resulting from a
     deductible clause in a blanket or master force placed hazard insurance
     policy;

          (vi) any amounts required to be transferred to the applicable
     Companion Note Custodial Account from the REO Account pursuant to Section
     3.16(c); and

          (vii) any other amounts received and applied on the related Serviced
     Non-Pooled Pari Passu Companion Loan pursuant to the related Mortgage Loan
     Group Intercreditor Agreement.

     Notwithstanding the foregoing requirements, the applicable Master Servicer
need not deposit into the applicable Companion Note Custodial Account any amount
that such Master Servicer would be authorized to withdraw immediately from such
Companion Note Custodial Account in accordance with the terms of Section 3.05
and shall be entitled to instead pay such amount directly to the Person(s)
entitled thereto).

     The foregoing requirements for deposit in each Companion Note Custodial
Account shall be exclusive. Without limiting the generality of the foregoing,
actual payments from the applicable Borrower in the nature of Escrow Payments,
assumption fees, assumption application fees, earn-out fees, extension fees,
modification fees, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds and other fees and amounts
collected from the applicable Borrower that constitute Additional Master
Servicing Compensation and/or Additional Special Servicing Compensation, need
not be deposited by the applicable Master Servicer in the applicable Companion
Note Custodial Account. The applicable Master Servicer shall promptly deliver to
the Special Servicer any of the foregoing items received by it with respect to
the applicable Serviced Non-Pooled Pari Passu Companion Loan, if and to the
extent that such items constitute Additional Special Servicing Compensation with
respect to the applicable Serviced Non-Pooled Pari Passu Companion Loan. If the
applicable Master Servicer shall deposit in the applicable Companion Note
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the applicable Companion Note Custodial Account,
any provision herein to the contrary notwithstanding.

     Upon receipt of any of the amounts described in clauses (i) through (iv) of
the first paragraph of this Section 3.04(e), the Special Servicer shall
promptly, but in no event later than two (2) Business Days after receipt, remit
such amounts to the applicable Master Servicer for deposit into the applicable
Companion Note Custodial Account, unless the Special Servicer determines,
consistent with the Servicing Standard, that a


                                     -112-
<PAGE>

particular item should not be deposited because of a restrictive endorsement or
because of another appropriate reason that is consistent with the Servicing
Standard. 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 applicable Master Servicer (in its capacity as such), without recourse,
representation or warranty, 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 because of another appropriate
reason that is consistent with the Servicing Standard. Any such amounts received
by the Special Servicer with respect to an REO Property relating to the
applicable Mortgage Loan Group shall be deposited by the Special Servicer into
the REO Account and, insofar as such amounts are allocable as interest on,
principal of, or Prepayment Premiums or Yield Maintenance Charges with respect
to the applicable Serviced Non-Pooled Pari Passu Companion Loan or any successor
REO Mortgage Loan with respect thereto, shall be remitted to the applicable
Master Servicer for deposit into the applicable Companion Note Custodial Account
pursuant to Section 3.16(c). Any remittances by the Special Servicer under this
paragraph may be made as part of an aggregate remittance under this paragraph
and/or the final paragraph of Section 3.04(a).

     To the extent of the applicable Serviced Non-Pooled Pari Passu Companion
Noteholder's interest therein, each Companion Note Custodial Account shall be
treated as an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the related Serviced Non-Pooled Pari Passu Companion
Noteholder, who shall be liable for any tax on its share of any reinvestment
income thereon, and who shall be deemed to receive any related reimbursements
from the Trust Fund.

     (f) Funds in a Collection Account, the Distribution Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account and/or a Companion Note
Custodial Account may be invested in Permitted Investments in accordance with
the provisions of Section 3.06. Each Master Servicer shall give notice to the
other parties hereto of the location of its Collection Account as of the Closing
Date and of the new location of its Collection Account prior to any change
thereof. With respect to each Serviced Mortgage Loan Group, the applicable
Master Servicer shall give notice to the other parties hereto and to each
related Serviced Non-Pooled Pari Passu Companion Noteholder related to a
Serviced Mortgage Loan Group of the location of the related Companion Note
Custodial Account maintained by it as of the Closing Date and of the new
location of such account prior to any change thereof.

     SECTION 3.05. Permitted Withdrawals From the Collection Accounts, the
                   Distribution Account, the Interest Reserve Account, the
                   Excess Liquidation Proceeds Account and the Companion Note
                   Custodial Account.

     (a) Subsection (I). Each Master Servicer may, from time to time, make
withdrawals from its Collection Account for any of the following purposes (the
order set forth below not constituting an order of priority for such
withdrawals):

          (i) to remit to the Certificate Administrator for deposit in the
     Distribution Account (A) the Master Servicer Remittance Amount with respect
     to such Master Servicer for each Master Servicer Remittance Date and (B)
     any amounts that may be applied by such Master Servicer to make P&I
     Advances pursuant to Section 4.03(a);

          (ii) to reimburse the Fiscal Agent, the Trustee or itself, as
     applicable, in that order, for unreimbursed P&I Advances made by such
     Person (in each case, with its own funds) with respect to those Pooled
     Mortgage Loans as to which such Master Servicer is the applicable Master
     Servicer and/or any successor REO Pooled Mortgage Loans in respect thereof,
     such Master Servicer's, the Trustee's and the Fiscal Agent's, as the case
     may be, respective rights to reimbursement pursuant to this clause (ii)
     with respect to any P&I Advance (other than a Nonrecoverable P&I Advance,
     which is reimbursable pursuant to clause (vi) below) being limited to
     (subject to the operation of subsection (II)(iii) of this Section 3.05(a))
     amounts on deposit in such Collection Account that represent Late
     Collections of interest and principal Received by the Trust in respect of
     the particular Pooled Mortgage Loan or REO Pooled Mortgage Loan as to which
     such P&I Advance was made (net of related Master Servicing Fees);

          (iii) to pay itself earned and unpaid Master Servicing Fees with
     respect to those Pooled Mortgage Loans as to which it is the applicable
     Master Servicer and/or any successor REO Pooled Mortgage Loans in respect
     thereof, such Master Servicer's right to payment pursuant to this clause
     (iii) with respect to any


                                     -113-
<PAGE>

     such Pooled Mortgage Loan or REO Pooled Mortgage Loan being limited to
     amounts on deposit in such Collection Account that are allocable as
     interest on such Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the
     case may be;

          (iv) to pay the Special Servicer (or, if applicable, any predecessor
     thereto) earned and unpaid Special Servicing Fees, Workout Fees and
     Liquidation Fees to which it is entitled in respect of each Specially
     Serviced Pooled Mortgage Loan, Corrected Pooled Mortgage Loan and/or REO
     Pooled Mortgage Loan pursuant to, and from the sources contemplated by,
     Section 3.11(c), but only if and to the extent that such Special Servicing
     Fees, Workout Fees and Liquidation Fees relate to Pooled Mortgage Loans
     and/or related REO Properties as to which such Master Servicer is the
     applicable Master Servicer (and in no event shall any such payment be made
     by the applicable Master Servicer in respect of a Non-Trust-Serviced Pooled
     Mortgage Loan);

          (v) to reimburse the Fiscal Agent, the Trustee, the Special Servicer
     or itself, as applicable, in that order, for any unreimbursed Servicing
     Advances made thereby (in each case, with its own funds) with respect to
     those Mortgage Loans and related REO Properties as to which such Master
     Servicer is the applicable Master Servicer, such Master Servicer's, the
     Special Servicer's, the Trustee's and the Fiscal Agent's, as the case may
     be, respective rights to reimbursement pursuant to this clause (v) with
     respect to any Servicing Advance (other than a Nonrecoverable Servicing
     Advance, which is reimbursable pursuant to clause (vi) below) being limited
     to (subject to the operation of subsection (II)(iii) of this Section
     3.05(a)) amounts on deposit in such Collection Account that represent (A)
     payments made by the related Borrower that are allocable to cover the item
     in respect of which such Servicing Advance was made, and/or (B) Insurance
     Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable,
     REO Revenues Received by the Trust in respect of the particular Pooled
     Mortgage Loan or related REO Property as to which such Servicing Advance
     was made;

          (vi) to reimburse the Fiscal Agent, the Trustee, the Special Servicer
     or itself, as applicable, in that order, out of such general collections
     (subject to the operation of subsection (II)(iv) of this Section 3.05(a)
     below) on the Mortgage Loans and any REO Properties as are then on deposit
     in such Collection Account, for any unreimbursed Nonrecoverable Advances
     made thereby with respect to any of the Mortgage Loans and/or related REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer;

          (vii) to pay the Fiscal Agent, the Trustee, the Special Servicer or
     itself, as applicable, in that order, any unpaid Advance Interest accrued
     on Advances made by such Person with respect to Mortgage Loans and/or REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer, such payment to be made, as and to the extent contemplated by
     Section 3.31, out of amounts on deposit in such Collection Account that
     represent Default Charges Received by the Trust on the Mortgage Loans or
     REO Mortgage Loans as to which the subject Advance was made;

          (viii) to the extent that such Master Servicer has reimbursed or is
     reimbursing the Fiscal Agent, the Trustee, the Special Servicer or itself,
     as applicable, for any unreimbursed Advance with respect to any Mortgage
     Loan or REO Property as to which such Master Servicer is the applicable
     Master Servicer (regardless of whether such reimbursement is pursuant to
     clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section
     3.03(d) or pursuant to subsection (II) of this Section 3.05(a)), and
     insofar as payment has not already been made out of related Default
     Charges, and the related Default Charges then on deposit in such Collection
     Account and available therefor are not sufficient to make such payment,
     pursuant to clause (vii) above, to pay the Fiscal Agent, the Trustee, the
     Special Servicer or itself, as applicable, in that order, first out of
     amounts on deposit in such Collection Account that represent the remaining
     Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if
     any, from the Pooled Mortgage Loan or REO Property to which the Advance
     relates, then out of such general collections (subject to the operation of
     subsection (II) of this Section 3.05(a) below) on the Mortgage Loans and
     any REO Properties as are then on deposit in such Collection Account, any
     related Advance Interest accrued and payable on the portion of such Advance
     so reimbursed or being reimbursed;


                                     -114-
<PAGE>

          (ix) to pay (A) any outstanding expenses that were incurred by the
     Special Servicer in connection with its inspecting, pursuant to Section
     3.12(a), any Administered REO Property or any Mortgaged Property securing a
     Specially Serviced Pooled Mortgage Loan as to which such Master Servicer is
     the applicable Master Servicer or (B) any other outstanding expenses
     incurred on behalf of the Trust with respect to any Mortgage Loan or
     related REO Property as to which such Master Servicer is the applicable
     Master Servicer (other than Advance Interest that is paid pursuant to
     clause (vii) above, and other than Special Servicing Fees, Workout Fees and
     Liquidation Fees, which are covered by clause (iv) above) that will likely
     otherwise become Additional Trust Fund Expenses, such payment to be made
     from amounts on deposit in such Collection Account that represent Insurance
     Proceeds, Condemnation Proceeds or Liquidation Proceeds from the related
     Mortgage Loan or REO Property;

          (x) to pay itself any items of Additional Master Servicing
     Compensation, and to pay the Special Servicer any items of Additional
     Special Servicing Compensation, in each case on deposit in such Collection
     Account from time to time;

          (xi) to pay any unpaid Liquidation Expenses incurred with respect to
     any Serviced Pooled Mortgage Loan or related Administered REO Property as
     to which such Master Servicer is the applicable Master Servicer, such
     payments to be made, first, out of amounts on deposit in such Collection
     Account that represent Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds and, if applicable, REO Revenues received with respect
     to such Pooled Mortgage Loan or REO Property, as the case may be, and then,
     out of such general collections on the Pooled Mortgage Loans and any REO
     Properties as are then on deposit in such Collection Account;

          (xii) to pay, subject to and in accordance with Section 3.11(i), out
     of such general collections on the Pooled Mortgage Loans and any related
     REO Properties as are then on deposit in such Collection Account, servicing
     expenses related to the Pooled Mortgage Loans and related REO Properties as
     to which such Master Servicer is the applicable Master Servicer, which
     expenses would, if advanced, constitute Nonrecoverable Servicing Advances;

          (xiii) to pay, first out of amounts on deposit in such Collection
     Account that represent related Liquidation Proceeds, Insurance Proceeds
     and/or Condemnation Proceeds, if any, and then, out of such general
     collections on the Pooled Mortgage Loans and any related REO Properties as
     are then on deposit in such Collection Account, costs and expenses incurred
     by the Trust pursuant to Section 3.09(c) with respect to any Serviced
     Pooled Mortgage Loan or Administered REO Property as to which such Master
     Servicer is the applicable Master Servicer (other than the costs of
     environmental testing, which are to be covered by, and reimbursable as, a
     Servicing Advance);

          (xiv) to pay itself, the Special Servicer, the Depositor, the
     Certificate Administrator, the Tax Administrator, the Trustee, the Fiscal
     Agent, or any of their respective directors, officers, members, managers,
     employees and agents, as the case may be, first out of amounts on deposit
     in such Collection Account that represent related Liquidation Proceeds,
     Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of
     such general collections on the Pooled Mortgage Loans and any REO
     Properties as are then on deposit in such Collection Account, any amounts
     payable to any such Person pursuant to Section 6.03, Section 7.01(b),
     Section 8.05(b) or Section 8.13, as applicable, but only if and to the
     extent that such amounts relate to Pooled Mortgage Loans and/or REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer;

          (xv) to pay, first out of amounts on deposit in such Collection
     Account that represent related Liquidation Proceeds, Insurance Proceeds
     and/or Condemnation Proceeds, if any, and then, out of such general
     collections on the Pooled Mortgage Loans and any REO Properties as are then
     on deposit in such Collection Account, (A) any reasonable out-of-pocket
     cost or expense (including the reasonable fees of tax accountants and
     attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in
     connection with providing advice to the Special Servicer with respect to
     any REO Property as to which such Master Servicer is the applicable Master


                                     -115-
<PAGE>

     Servicer, and (B) to the extent not otherwise advanced by such Master
     Servicer, any fees and/or expenses payable or reimbursable, as the case may
     be, in accordance with Section 3.18(c), to the applicable Master Servicer
     or the Trustee or an Independent third party for confirming, in accordance
     with such Section 3.18(c), a Fair Value determination made with respect to
     any Specially Designated Defaulted Pooled Mortgage Loan as to which such
     Master Servicer is the applicable Master Servicer;

          (xvi) to pay itself, the Special Servicer, the Certificate
     Administrator, the Trustee, the Fiscal Agent or the Depositor, as the case
     may be, any amount related to the Pooled Mortgage Loans and/or related REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer, that is specifically required to be paid to such Person at the
     expense of the Trust Fund under any provision of this Agreement and to
     which reference is not made in any other clause of this Section 3.05(a), it
     being acknowledged that this clause (xvi) shall not be construed to modify
     any limitation otherwise set forth in this Agreement on the time at which
     any Person is entitled to payment or reimbursement of any amount or the
     funds from which any such payment or reimbursement is permitted to be made;

          (xvii) to pay itself, the Special Servicer, any Pooled Mortgage Loan
     Seller, a Controlling Class Certificateholder or any other particular
     Person, as the case may be, with respect to any Pooled Mortgage Loan as to
     which such Master Servicer is the applicable Master Servicer and that was
     previously purchased or otherwise removed from the Trust Fund by such
     Person pursuant to or as contemplated by this Agreement, all amounts
     received on such Pooled Mortgage Loan subsequent to the date of purchase or
     other removal;

          (xviii) to pay to the applicable Pooled Mortgage Loan Seller any
     amounts on deposit in such Collection Account that represent Monthly
     Payments due on the respective Pooled Mortgage Loans on or before the
     Cut-off Date or, in the case of a Replacement Pooled Mortgage Loan, on or
     before the date on which such Replacement Pooled Mortgage Loan was added to
     the Trust Fund;

          (xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to
     pay, out of such general collections on the Pooled Mortgage Loans and REO
     Properties as are then on deposit in such Collection Account, to the
     related Non-Trust Master Servicer, the related Non-Trust Special Servicer
     and/or the holder(s) of the related Non-Pooled Pari Passu Companion
     Loan(s), any amount reimbursable to such party by the holder of such
     Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the
     related Mortgage Loan Group Intercreditor Agreement;

          (xx) to transfer any Excess Liquidation Proceeds on deposit in such
     Collection Account to the Excess Liquidation Proceeds Account in accordance
     with Section 3.04(d);

          (xxi) to withdraw any amount and pay to the Person entitled thereto
     any amount deposited in such Collection Account in error; and

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

provided, however, that if any expense, cost, reimbursement or other amount
otherwise permitted to be withdrawn from a Collection Account pursuant to clause
(vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain
expenses), clause (xiii) (relating to certain environmental costs) or clause
(xiv) (relating to certain indemnification and similar expenses) relates to a
Mortgage Loan in a Serviced Mortgage Loan Group, then such payment shall be made
from collections with respect to such Serviced Mortgage Loan Group on deposit in
the relevant Collection Account and any related Companion Note Custodial
Account(s) (withdrawals from those accounts to be made pro rata according to the
respective outstanding principal balances of the related Pooled Mortgage Loan
and Serviced Non-Pooled Pari Passu Companion Loan(s)), prior to payment from
funds in such Collection Account that are unrelated to such Serviced Mortgage
Loan Group.


                                     -116-
<PAGE>

     In addition, but subject to the succeeding paragraphs of this Section
3.05(a), if at any time a Master Servicer is entitled to make a payment,
reimbursement or remittance from its Collection Account, the payment,
reimbursement or remittance can be made from any funds on deposit in such
Collection Account (including pursuant to clause (vi) of the preceding
paragraph). If the amounts on deposit in such Collection Account (after
withdrawing any portion of such amounts deposited in such Collection Account in
error) are insufficient to satisfy such payment, reimbursement or remittance and
the amount on deposit in the other Master Servicer's Collection Account (after
withdrawing any portion of such amounts deposited in such Collection Account in
error) is sufficient to make such payment, reimbursement or remittance, then
such Master Servicer shall provide the Officer's Certificate referred to below
and request the other Master Servicer to make such payment, reimbursement or
remittance from such other Master Servicer's Collection Account, and such other
Master Servicer shall withdraw funds from its Collection Account and make such
payment, reimbursement or remittance within three (3) Business Days following a
written request from the first Master Servicer that is accompanied by an
Officer's Certificate (1) either (x) setting forth that the requesting Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Certificate
Administrator or another particular Person, as applicable, is entitled to such
payment, reimbursement or remittance (and setting forth the nature and amount of
such payment, reimbursement or remittance and the party entitled thereto) or (y)
forwarding a copy of any Officer's Certificate or other information provided by
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate
Administrator or another particular Person, as the case may be, that sets forth
that such Person is entitled to such payment, reimbursement or remittance (and
the nature and amount of such payment, reimbursement or remittance and the party
entitled thereto) and (2) setting forth that the requesting Master Servicer does
not then have on deposit in its Collection Account funds sufficient for such
reimbursement.

     If amounts on deposit in either Collection Account at any particular time
(after withdrawing any portion of such amounts deposited in such Collection
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xx) of
the second preceding paragraph above, then the corresponding withdrawals from
such Collection Account shall be made in the following priority and subject to
the following rules: (x) if the payment, reimbursement or remittance is to be
made from a specific source of funds, then such payment, reimbursement or
remittance shall be made from that specific source of funds on a pro rata basis
with any and all other payments, reimbursements and remittances to be made from
such specific source of funds; and (y) if the payment, reimbursement or
remittance can be made from any funds on deposit in such Collection Account,
then (following any withdrawals made from such Collection Account in accordance
with the immediately preceding clause (x) of this sentence) such payment,
reimbursement or remittance shall be made from the general funds remaining on
deposit in such Collection Account on a pro rata basis with any and all other
payments, reimbursements or remittances to be made from such general funds;
provided that any reimbursements of Advances in respect of any particular
Mortgage Loan or REO Property out of a Collection Account pursuant to any of
clauses (ii), (v) and (vi) of the first paragraph of this Section 3.05(a)(I),
and any payments of interest thereon out of a Collection Account pursuant to
either of clauses (vii) and (viii) of the first paragraph of this Section
3.05(a)(I), shall be made (to the extent of their respective entitlements to
such reimbursements and/or payments): first, to the Fiscal Agent; second, to the
Trustee; and third, pro rata, to the applicable Master Servicer and the Special
Servicer.

     Each Master Servicer shall keep and maintain separate accounting records,
on a loan-by-loan and property-by-property basis when appropriate, in connection
with any withdrawal from its Collection Account pursuant to any of clauses (ii)
through (xx) of the first paragraph of this Section 3.05(a)(I).

     Each Master Servicer shall pay to the Special Servicer from such Master
Servicer's Collection Account on each Master Servicer Remittance Date amounts
permitted to be paid to the Special Servicer therefrom based upon an Officer's
Certificate received from the Special Servicer on the first Business Day
following the immediately preceding Determination Date, describing the item and
amount to which the Special Servicer is entitled. Each Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request thereby for withdrawal from a Collection Account.


                                     -117-
<PAGE>

     Subsection (II). The provisions of this subsection (II) of this Section
3.05(a) shall apply notwithstanding any contrary provision of subsection (I) of
this Section 3.05(a):

          (i) Identification of Workout-Delayed Reimbursement Amounts: If any
     Advance made with respect to any Mortgage Loan on or before the date on
     which 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 theretofore accrued and unpaid)
     Advance Interest thereon, is not pursuant to the operation of the
     provisions of Section 3.05(a)(I) 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 (or, but for the making of three monthly payments
     under its modified terms, would constitute a Corrected Mortgage Loan), such
     Advance, together with such Advance Interest, shall constitute a
     "Workout-Delayed Reimbursement Amount" to the extent that such amount has
     not been determined to constitute a Nonrecoverable Advance. All references
     herein to "Workout-Delayed Reimbursement Amount" shall be construed always
     to mean the related Advance and (to the extent theretofore accrued and
     unpaid) any Advance Interest thereon, together with (to the extent it
     remains unpaid) any further Advance Interest that accrues on the
     unreimbursed portion of such Advance from time to time in accordance with
     the other provisions of this Agreement. That any amount constitutes all or
     a portion of any Workout-Delayed Reimbursement Amount shall not in any
     manner limit the right of any Person hereunder to determine that such
     amount instead constitutes a Nonrecoverable Advance.

          (ii) General Relationship of Provisions. Subsection (iii) below
     (subject to the terms, conditions and limitations thereof) sets forth the
     terms of and conditions to the right of a Person to be reimbursed for any
     Workout-Delayed Reimbursement Amount to the extent that such Person is not
     otherwise entitled to reimbursement and payment of such Workout-Delayed
     Reimbursement Amount pursuant to the operation of Section 3.05(a)(I) above
     (construed without regard to the reference therein to this subsection
     except that it is nonetheless hereby acknowledged that, for purposes of
     "Late Collections" in subsection 3.05(a)(I), funds received on the related
     Mortgage Loan shall be applied in accordance with the terms of the
     applicable modification even though such application may result in an
     Advance continuing to be outstanding when the Borrower is current in its
     payments under the terms of the Mortgage Loan as modified). Subsection (iv)
     below (subject to the terms, conditions and limitations thereof) authorizes
     the Master Servicer, under certain circumstances, to abstain from
     reimbursing itself (or, if applicable, the Trustee or the Fiscal Agent to
     abstain from obtaining reimbursement) for Nonrecoverable Advances at its
     sole option. Upon any determination that all or any portion of a
     Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance,
     then the reimbursement or payment of such amount (and any further Advance
     Interest that may accrue thereon) shall cease to be subject to the
     operation of subsection (iii) below, such amount (and further Advance
     Interest) shall be as fully payable and reimbursable to the relevant Person
     as would any other Nonrecoverable Advance (and Advance Interest thereon)
     and, as a Nonrecoverable Advance, such amount may become the subject of a
     Master Servicer's (or, if applicable, the Trustee's or the Fiscal Agent's)
     exercise of its sole option authorized by subsection (iv) below.

          (iii) Reimbursements of Workout-Delayed Reimbursement Amounts: The
     applicable Master Servicer, the Special Servicer, the Trustee and the
     Fiscal Agent, as applicable, shall be entitled to reimbursement and payment
     (and, notwithstanding any contrary provision of subsection (I) above, shall
     be entitled to withdraw and pay to itself the amount of such reimbursement
     and payment) for all Workout-Delayed Reimbursement Amounts in each
     Collection Period (and it is again hereby acknowledged that, for purposes
     of "Late Collections" in subsection 3.05(a)(I), funds received on the
     related Mortgage Loan shall be applied in accordance with the terms of the
     applicable modification even though such application may result in an
     Advance continuing to be outstanding when the Borrower is current in its
     payments under the terms of the Mortgage Loan as modified); provided,
     however, that the aggregate amount (for all such Persons collectively) of
     such reimbursements and payments from amounts advanced or collected on the
     Mortgage Pool in such Collection Period shall not exceed (and the
     reimbursement and payment shall be made from) the aggregate principal
     portions of P&I Advances and principal collections and recoveries on the
     Mortgage Pool for such Collection Period contemplated by clauses (i)
     through (v) of the definition of "Unadjusted Principal Distribution
     Amount", net of the aggregate deduction amounts for (x) Special Servicing
     Fees, Liquidation Fees and/or Advance Interest with respect to Pooled


                                     -118-
<PAGE>

     Mortgage Loans or REO Properties that were paid hereunder from a source
     other than related Default Charges during the related Collection Period, as
     described by clause (II)(A) of the definition of "Principal Distribution
     Amount", and (y) Nonrecoverable Advances (and accrued and unpaid Advance
     Interest thereon) that were reimbursed or paid during the related
     Collection Period from principal collections on the Mortgage Pool, as
     described by clause (II)(C) of the definition of "Principal Distribution
     Amount" and pursuant to subsection (iv) of this Section 3.05(a)(II). As and
     to the extent provided in clause (II)(B) of the definition thereof, the
     Principal Distribution Amount for the Distribution Date related to such
     Collection Period shall be reduced to the extent that such payment or
     reimbursement of a Workout-Delayed Reimbursement Amount is made from
     aggregate principal collections pursuant to the preceding sentence.

          Any collections (as applied under Section 1.03) received on or in
     respect of the Pooled Mortgage Loans during a Collection Period that, in
     each case, represents a delinquent amount as to which an Advance had been
     made, which Advance was previously reimbursed during the Collection Period
     for a prior Distribution Date as part of a Workout-Delayed Reimbursement
     Amount, shall be added to and constitute a part of the Principal
     Distribution Amount for the related Distribution Date (pursuant to clause
     (I)(B) of the definition of "Principal Distribution Amount") to the extent
     of all Workout-Delayed Reimbursement Amounts on or in respect of such
     respective Mortgage Loan that were reimbursed from collections of principal
     on the Mortgage Pool in all prior Collection Periods pursuant to the
     preceding paragraph.

          The Certificate Administrator (and, with respect to Advances made by a
     Master Servicer, the Trustee and the Fiscal Agent) shall be entitled to
     rely conclusively upon any direction or notice received from either Master
     Servicer in connection with any determination made by such Master Servicer
     pursuant to the foregoing provisions of this Section 3.05(a)(II)(iii) and
     shall not be obligated to independently verify, monitor or oversee any such
     determination.

          (iv) Sole Option to Abstain from Reimbursements of Certain
     Nonrecoverable Advances. To the extent that Section 3.05(a)(I) (as
     construed without regard to this subsection (iv)) otherwise entitles a
     Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent to
     reimbursement for any Nonrecoverable Advance (or payment of Advance
     Interest thereon from a source other than Default Charges on the related
     Mortgage Loan) during any Collection Period, then, notwithstanding any
     contrary provision of subsection (I) above, (a) to the extent that one or
     more such reimbursements and payments of Nonrecoverable Advances (and such
     Advance Interest thereon) are made, they shall be made, first, from the
     aggregate principal portions of P&I Advances and principal collections and
     recoveries on the Mortgage Pool for such Collection Period contemplated by
     clauses (i) through (v) of the definition of "Unadjusted Principal
     Distribution Amount", net of the aggregate deduction amounts for Special
     Servicing Fees, Liquidation Fees and/or Advance Interest with respect to
     Pooled Mortgage Loans or REO Properties that were paid hereunder from a
     source other than related Default Charges during the related Collection
     Period, as described by clause (II)(A) of the definition of "Principal
     Distribution Amount", and then from other amounts advanced or collected on
     the Mortgage Pool for such Collection Period; provided that, except in
     extraordinary circumstances, the Master Servicer, Special Servicer, Trustee
     or Fiscal Agent, as applicable, shall provide Moody's with at least 15 days
     notice before any reimbursement shall be made of a Nonrecoverable Advance
     (or payment of Advance Interest thereon from a source other than Default
     Charges on the related Mortgage Loan) from such other amounts advanced or
     collected on the Mortgage Pool for such Collection Period, and (b) if and
     to the extent that the amount of such a Nonrecoverable Advance (and Advance
     Interest thereon), together with all Nonrecoverable Advances (and Advance
     Interest thereon) theretofore reimbursed during such Collection Period,
     would exceed the aggregate principal portions of P&I Advances and principal
     collections and recoveries on the Mortgage Pool for such Collection Period
     contemplated by clauses (i) through (v) of the definition of "Unadjusted
     Principal Distribution Amount", net of the aggregate deduction amounts for
     such Special Servicing Fees, Liquidation Fees and/or Advance Interest
     described by clause (II)(A) of the definition of "Principal Distribution
     Amount", such Master Servicer, the Special Servicer, the Trustee and/or the
     Fiscal Agent, as applicable, if it made the relevant Advance) is hereby
     authorized (but shall not be construed to have any obligation whatsoever),
     if it elects at its sole option, to abstain from reimbursing itself or
     obtaining reimbursement (notwithstanding that it is entitled to such
     reimbursement) during that Collection Period for all or a


                                     -119-
<PAGE>

     portion of such Nonrecoverable Advance (and Advance Interest thereon),
     provided that the aggregate amount that is the subject of the exercise of
     such option with respect to all Nonrecoverable Advances (and Advance
     Interest thereon) with respect to all Mortgage Loans for any particular
     Collection Period is less than or equal to such excess described above in
     this clause (b). If a Master Servicer (or the Trustee or the Fiscal Agent,
     as applicable) makes such an election at its sole option to defer
     reimbursement with respect to all or a portion of a Nonrecoverable Advance
     (and Advance Interest thereon), then such Nonrecoverable Advance (and
     Advance Interest thereon) or portion thereof shall continue to be fully
     reimbursable in any subsequent Collection Period. In connection with a
     potential election by a Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) to abstain from the reimbursement of a particular
     Nonrecoverable Advance or portion thereof during the Collection Period for
     any Distribution Date, each Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) shall further be authorized to wait for principal
     collections to be received before making its determination of whether to
     abstain from the reimbursement of a particular Nonrecoverable Advance or
     portion thereof.

          Any collections (as applied under Section 1.03) received on the Pooled
     Mortgage Loans during a Collection Period that, in each case, represents a
     recovery of an amount determined in a prior Collection Period to have been
     a Nonrecoverable Advance shall be added to and constitute a part of the
     Principal Distribution Amount for the related Distribution Date (pursuant
     to clause (I)(C) of the definition of "Principal Distribution Amount") to
     the extent of all Nonrecoverable Advances on such respective Mortgage Loan
     that were reimbursed from collections of principal on the Mortgage Pool in
     all prior Collection Periods pursuant to the preceding paragraph.

          None of the Master Servicer, the Trustee or the Fiscal Agent shall
     have any liability whatsoever for making an election, or refraining from
     making an election, that is authorized under this subsection (II)(iv). The
     foregoing shall not, however, be construed to limit any liability that may
     otherwise be imposed on such Person for any failure by such Person to
     comply with the conditions to making such an election under this subsection
     (II)(iv) or to comply with the terms of this subsection (II)(iv) and the
     other provisions of this Agreement that apply once such an election, if
     any, has been made.

          Any election by a Master Servicer (or the Trustee or the Fiscal Agent,
     as applicable) to abstain from reimbursing itself for any Nonrecoverable
     Advance (and Advance Interest thereon) or portion thereof with respect to
     any Collection Period shall not be construed to impose on such Master
     Servicer (or the Trustee or the Fiscal Agent, as applicable) any obligation
     to make such an election (or any entitlement in favor of any
     Certificateholder or any other Person to such an election) with respect to
     any subsequent Collection Period or to constitute a waiver or limitation on
     the right of such Master Servicer (or the Trustee or the Fiscal Agent, as
     applicable) to otherwise be reimbursed for such Nonrecoverable Advance (and
     Advance Interest thereon). Any such election by one of the Master
     Servicers, the Trustee or the Fiscal Agent shall not be construed to impose
     any duty on any other such party to make such an election (or any
     entitlement in favor of any Certificateholder or any other Person to such
     an election). Any such election by any such party to abstain from
     reimbursing itself or obtaining reimbursement for any Nonrecoverable
     Advance or portion thereof with respect to any one or more Collection
     Periods shall not limit the accrual of Advance Interest on such
     Nonrecoverable Advance for the period prior to the actual reimbursement of
     such Nonrecoverable Advance. None of the Master Servicers, the Trustee, the
     Fiscal Agent or the other parties to this Agreement shall have any
     liability to one another or to any of the Certificateholders or any of the
     Non-Pooled Noteholders for any such election that such party makes as
     contemplated by this subsection or for any losses, damages or other adverse
     economic or other effects that may arise from such an election. The
     foregoing statements in this paragraph shall not limit the generality of
     the statements made in the immediately preceding paragraph.

          The Certificate Administrator (and, with respect to Advances made by a
     Master Servicer, the Trustee and the Fiscal Agent) shall be entitled to
     rely conclusively upon any direction or notice received from either Master
     Servicer in connection with any determination made by such Master Servicer
     pursuant to the foregoing provisions of this Section 3.05(a)(II)(iv) and
     shall not be obligated to independently verify, monitor or oversee any such
     determination.


                                     -120-
<PAGE>

          (v) Deferral is Not Subordination. No determination by a Master
     Servicer (or the Trustee or the Fiscal Agent, as applicable) to exercise
     its sole option to defer the reimbursement of Advances and/or Advance
     Interest under subsection (iv) shall be construed as an agreement by such
     Master Servicer (or the Trustee or the Fiscal Agent, as applicable) to
     subordinate (in respect of realizing losses), to any Class of Certificates,
     such party's right to such reimbursement during such period of deferral.

     (b) The Certificate Administrator shall, from time to time, make
withdrawals from the Distribution Account for each of the following purposes
(the order set forth below not constituting an order of priority for such
withdrawals):

          (i) to make distributions to Certificateholders on each Distribution
     Date pursuant to Section 4.01;

          (ii) to transfer Interest Reserve Amounts in respect of the Interest
     Reserve Loans to the Interest Reserve Account as and when required by
     Section 3.04(c);

          (iii) to pay itself, the Tax Administrator, either Master Servicer,
     the Special Servicer, the Depositor, the Trustee, the Fiscal Agent 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, Section 7.01(b), Section 8.05 or Section 8.13, as
     applicable, if and to the extent such amounts are not payable out of a
     Collection Account pursuant to Section 3.05;

          (iv) to pay any and all federal, state and local taxes imposed on any
     REMIC Pool or on the assets or transactions of any REMIC Pool, together
     with all incidental costs and expenses, and any and all expenses relating
     to tax audits, if and to the extent that either (A) none of the parties
     hereto are liable therefor pursuant to Section 10.01(b) and/or Section
     10.01(f) or (B) any such Person that may be so liable has failed to timely
     make the required payment;

          (v) to pay for the cost of the Opinions of Counsel as contemplated by
     Section 11.01(a) or Section 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;

          (vi) to pay itself Net Investment Earnings earned on funds in the
     Distribution Account for each Collection Period;

          (vii) to pay for the cost of recording this Agreement pursuant to
     Section 11.02(a);

          (viii) to pay to any party hereto any amounts deposited or remitted by
     such Person for deposit into the Distribution Account in error; and

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

     (c) On the Master Servicer Remittance Date in March of each year
(commencing in March 2005), and in any event on the Master Servicer Remittance
Date that occurs in the same calendar month as the Final Distribution Date, the
Certificate Administrator shall withdraw from the Interest Reserve Account and
deposit in the Distribution Account all Interest Reserve Amounts in respect of
the Interest Reserve Loans then on deposit in the Interest Reserve Account. In
addition, the Certificate Administrator shall, from time to time, make
withdrawals from the Interest Reserve Account to pay itself interest or other
income earned on deposits in 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 the Interest Reserve Account for each Collection Period).


                                     -121-
<PAGE>

     (d) On the Business Day prior to each Distribution Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Account and
deposit in the Distribution Account, for distribution on such Distribution Date,
an amount equal to the lesser of (i) the entire amount of Excess Liquidation
Proceeds, if any, then on deposit in the Excess Liquidation Proceeds Account and
(ii) the excess, if any, of the aggregate amount distributable on such
Distribution Date pursuant to Section 4.01(a), over the Available Distribution
Amount for such Distribution Date (calculated without regard to such transfer
from the Excess Liquidation Proceeds Account to the Distribution Account);
provided that on the Business Day prior to the Final Distribution Date, the
Certificate Administrator shall withdraw from the Excess Liquidation Proceeds
Account and deposit in the Distribution Account, for distribution on such
Distribution Date, any and all Excess Liquidation Proceeds then on deposit in
the Excess Liquidation Proceeds Account. In addition, the Certificate
Administrator shall, from time to time, make withdrawals from the Excess
Liquidation Proceeds Account to pay itself interest or other income earned on
deposits in the Excess Liquidation Proceeds Account, in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to the Excess Liquidation Proceeds Account for each Collection Period).

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

     (f) The applicable Master Servicer may, from time to time, make withdrawals
from each Companion Note Custodial Account for any of the following purposes
(the order set forth below not constituting an order of priority for such
withdrawals):

          (i) to remit to the applicable Serviced Non-Pooled Pari Passu
     Companion Noteholder the amounts to which the applicable Serviced
     Non-Pooled Pari Passu Companion Noteholder is entitled in accordance with
     the last paragraph of this Section 3.05(f), as and when required by such
     paragraph;

          (ii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of the related Serviced Non-Pooled Pari Passu Companion Loan or any
     successor REO Mortgage Loan with respect thereto;

          (iii) to pay to the Special Servicer earned and unpaid Special
     Servicing Fees in respect of the related Serviced Non-Pooled Pari Passu
     Companion Loan or any successor REO Mortgage Loan with respect thereto;

          (iv) to pay the Special Servicer (or, if applicable, any predecessor
     thereto) earned and unpaid Workout Fees and Liquidation Fees to which it is
     entitled with respect to the related Serviced Non-Pooled Pari Passu
     Companion Loan or any successor REO Mortgage Loan with respect thereto
     pursuant to, and from the sources contemplated by, the second and third
     paragraphs of Section 3.11(c);

          (v) to pay the Special Servicer (or, if applicable, any predecessor
     thereto) any earned and unpaid Workout Fees and Liquidation Fees to which
     it is entitled with respect to the related Serviced Non-Pooled Pari Passu
     Companion Loan or any successor REO Mortgage Loan with respect thereto, but
     which is payable out of amounts collected on or with respect to the related
     Serviced Non-Pooled Pari Passu Companion Loan or any successor REO Mortgage
     Loan with respect thereto, pursuant to the second and third paragraphs of
     Section 3.11(c);

          (vi) to reimburse itself, the Special Servicer, the Trustee or the
     Fiscal Agent, as applicable, for any unreimbursed Servicing Advances made
     thereby (in each case, with its own funds) with respect to the related
     Serviced Mortgage Loan Group or any related REO Property (but only to the
     extent that either amounts are on


                                     -122-
<PAGE>

     deposit in the Collection Account and such Companion Note Custodial Account
     collectively that represent collections of amounts that were the subject of
     such Servicing Advances or such Servicing Advances have been determined to
     constitute Nonrecoverable Advances);

          (vii) to pay itself, the Special Servicer, the Trustee or the Fiscal
     Agent, as applicable, any Advance Interest then due and owing to such
     Person with respect to any Servicing Advance made by such Person (out of
     its own funds) with respect to the related Serviced Mortgage Loan Group or
     any successor REO Mortgage Loan with respect thereto (but only to the
     extent that the related Advance has been or is being reimbursed and the
     related Default Charges available therefor are not sufficient to make such
     payment of Advance Interest);

          (viii) to pay itself any items of Additional Master Servicing
     Compensation, and to pay to the Special Servicer any items of Additional
     Special Servicing Compensation, in each case on deposit in such Companion
     Note Custodial Account from time to time;

          (ix) to pay any unpaid Liquidation Expenses incurred with respect to
     the related Serviced Mortgage Loan Group or any related REO Property (but
     only to the extent that amounts specifically allocable to such purpose have
     not been deposited in the applicable Collection Account;

          (x) to pay, in accordance with Section 3.11(i), certain servicing
     expenses with respect to the related Serviced Mortgage Loan Group or any
     related REO Property, which expenses would, if advanced, constitute
     Nonrecoverable Servicing Advances (but only to the extent that amounts
     specifically allocable to such purpose have not been deposited in the
     applicable Collection Account);

          (xi) to pay any costs and expenses incurred by the Trust pursuant to
     Section 3.09(c) (other than the costs of environmental testing, which are
     to be covered by, and reimbursable as, a Servicing Advance) with respect to
     the related Serviced Mortgage Loan Group or any related REO Property (but
     only to the extent that amounts specifically allocable to such purpose have
     not been deposited in the applicable Collection Account);

          (xii) to pay itself, the Special Servicer, the Depositor, the Trustee,
     the Fiscal Agent, 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, Section 7.01(b), Section 8.05(b),
     or Section 8.13, as applicable, in connection with the related Serviced
     Mortgage Loan Group or any related REO Property (but only to the extent
     that amounts specifically allocable to such purpose have not been deposited
     in the applicable Collection Account);

          (xiii) to pay to itself, the Special Servicer, the Trustee, the Fiscal
     Agent or the Depositor, as the case may be, any amount specifically
     required to be paid to such Person at the expense of the related Serviced
     Pari Passu Companion Noteholder under any provision of this Agreement or
     the related Mortgage Loan Group Intercreditor Agreement to which reference
     is not made in any other clause of this Section 3.05(f), it being
     acknowledged that this clause (xiii) shall not be construed to modify any
     limitation otherwise set forth in this Agreement on the time at which any
     Person is entitled to payment or reimbursement of any amount or the funds
     from which any such payment or reimbursement is permitted to be made;

          (xiv) to withdraw any amount and pay to the Person entitled thereto
     any amount deposited in such Companion Note Custodial Account in error; and

          (xv) to clear and terminate such Companion Note Custodial Account at
     the termination of this Agreement pursuant to Section 9.01 or at such time
     as the related Serviced Mortgage Loan Group or any related REO Property is
     no longer serviced hereunder;

provided, however, that in connection with any expense, cost, reimbursement or
other amount otherwise permitted to be withdrawn from a Companion Note Custodial
Account pursuant to clause (vi) (relating to Servicing Advances), clause


                                     -123-
<PAGE>

(vii) (relating to Advance Interest on Servicing Advances), clause (ix)
(relating to Liquidation Expenses), clause (x) (relating to Nonrecoverable
Servicing Advances), clause (xi) (relating to certain environmental expenses) or
clause (xii) (relating to certain indemnification and similar expenses), such
payment shall be made from collections with respect to the related Serviced
Mortgage Loan Group on deposit in the relevant Collection Account and all
related Companion Note Custodial Account(s) (withdrawals from those accounts to
be made pro rata according to the respective outstanding principal balances of
the related Pooled Mortgage Loan and Serviced Non-Pooled Pari Passu Companion
Loan(s)).

     Notwithstanding any contrary provision above, any reimbursements of
Servicing Advances out of such Companion Note Custodial Account shall be made
(to the extent of their respective entitlements to such reimbursements and/or
payments): first, to the Fiscal Agent; second, to the Trustee; third, to the
Special Servicer; and fourth, to the applicable Master Servicer.

     The applicable Master Servicer shall pay to the Special Servicer from the
related Companion Note Custodial Account amounts permitted to be paid to the
Special Servicer therefrom in respect of Special Servicing Fees, Workout Fees or
otherwise, such payment (other than a payment of Special Servicing Fees and
other than a payment of Workout Fees arising from collections other than the
initial collection on a Corrected Mortgage Loan) to be made promptly following
receipt of and based upon a written statement of the Special Servicer describing
the item and amount to which the Special Servicer is entitled. The applicable
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein.

     The Trustee, the Fiscal Agent, the Depositor, the applicable Master
Servicer and the Special Servicer shall in all cases have a right prior to the
related Serviced Non-Pooled Pari Passu Companion Noteholder to any particular
funds on deposit in a Companion Note Custodial Account from time to time for the
reimbursement or payment of compensation, Servicing Advances and their
respective expenses hereunder, but only if and to the extent such compensation,
Servicing Advances and expenses are to be reimbursed or paid from such funds on
deposit in such Companion Note Custodial Account pursuant to the express terms
of this Agreement and/or the related Mortgage Loan Group Intercreditor
Agreement.

     The applicable Master Servicer shall withdraw from each Companion Note
Custodial Account and pay to the related Serviced Pari Passu Companion
Noteholder (in accordance with such Person's written instructions) all amounts
received on or with respect to the related Serviced Non-Pooled Pari Passu
Companion Loan or any successor REO Mortgage Loan with respect thereto that are
deposited in such Companion Note Custodial Account (exclusive of any portion of
those amounts which the applicable Master Servicer has actual knowledge are then
payable or reimbursable to any Person pursuant to any of clauses (ii) through
(xiii) of the first paragraph of this Section 3.05(f)) on the Master Servicer
Remittance Date immediately following the Collection Period in which such
amounts were deposited into such Companion Note Custodial Account.

     SECTION 3.06. Investment of Funds in the Accounts.

     (a) Each applicable Master Servicer may direct (pursuant to a standing
order or otherwise) any depositary institution (including the Certificate
Administrator) that holds its Collection Account or any Companion Note Custodial
Account, Servicing Account or Reserve Account maintained by it, the Special
Servicer may direct (pursuant to a standing order or otherwise) any depositary
institution (including the Certificate Administrator) that holds the REO
Account, and the Certificate Administrator may direct (pursuant to a standing
order or otherwise) any depositary institution that holds the Distribution
Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account
to invest, or if any of the Master Servicers, the Special Servicer or the
Certificate Administrator, as appropriate, is such depositary institution, such
Master Servicer, the Special Servicer or the Certificate Administrator, as the
case may be, may invest itself, the funds held therein in (but 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 Investment Account pursuant to this Agreement or the related Mortgage Loan
Documents, as applicable, or with respect to Permitted Investments of funds held
in the Distribution Account, no later than 11:00 a.m., New York City time, on
the next succeeding Distribution Date;


                                     -124-
<PAGE>

provided that any such investment of funds in any Servicing Account or Reserve
Account shall be subject to applicable law and the terms of the related Mortgage
Loan Documents; and provided, further, that the funds in any Investment Account
shall remain uninvested unless and until the applicable Master Servicer, the
Special Servicer or the Certificate Administrator, as appropriate, gives timely
investment instructions with respect thereto pursuant to or as contemplated by
this Section 3.06. 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). Each applicable
Master Servicer (with respect to Permitted Investments of amounts in its
Collection Account or any Companion Note Custodial Account, Servicing Account or
Reserve Account maintained by it), the Special Servicer (with respect to
Permitted Investments of amounts in the REO Account), and the Certificate
Administrator (with respect to Permitted Investments of amounts in the
Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account) acting on behalf of the Trustee, shall (and Trustee hereby
designates the applicable Master Servicer, the Special Servicer or the
Certificate Administrator, as the case may be, as the Person that shall) (i) be
the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this Section 3.06(a), the terms "entitlement holder", "security entitlement",
"control", "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
"control" of any Permitted Investment by a Master Servicer, the Special Servicer
or the Certificate Administrator shall constitute "control" by a Person
designated by, and acting on behalf of, the Trustee for purposes of Revised
Article 8 (1994 Revision) of the UCC. If amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the party hereunder that maintains such Investment Account (whether it is a
Master Servicer, the Special Servicer or the Certificate Administrator), 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 at least 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 such Master Servicer, the Special Servicer or the
          Certificate Administrator, as the case may be, that such Permitted
          Investment would not constitute a Permitted Investment in respect of
          funds thereafter on deposit in such Investment Account.

     (b) Whether or not a Master Servicer directs the investment of funds in any
Investment Account (other than a Servicing Account or Reserve Account)
maintained by it, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of such Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.05. Whether or not a Master Servicer directs the
investment of funds in any Servicing Account or Reserve Account maintained by
it, interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for such Investment Account for
each Collection Period, and subject to the requirements of applicable law or the
terms of the related Mortgage Loan(s) regarding the payment of such interest and
investment income to the related Borrower, shall be for the sole and exclusive
benefit of such Master Servicer and shall be subject to withdrawal from time to
time in accordance with Section 3.03. 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 such Investment Account for each Collection Period, shall
be for the sole and exclusive benefit of the Special Servicer and shall be
subject to its withdrawal in accordance with Section 3.16(b). Whether or not the
Certificate Administrator directs the investment of funds in the Distribution
Account, the Interest Reserve Account or the Excess Liquidation Proceeds
Account, interest and investment income realized on funds deposited therein, to
the extent of the Net Investment Earnings, if any, for each such Investment
Account for each Collection Period, shall be for the sole and exclusive benefit
of the Certificate Administrator and shall be subject to its withdrawal in
accordance with Section 3.05. If any loss shall be incurred in respect of any
Permitted Investment on deposit in any Investment Account, the party hereunder
that maintains such Investment Account (whether it is a Master Servicer, the
Special Servicer or the Certificate Administrator), shall promptly deposit
therein from its own funds, without right of


                                     -125-
<PAGE>

reimbursement, no later than the end of the Collection Period during which such
loss was incurred, the amount of the Net Investment Loss, if any, in respect of
such Investment Account for such Collection Period (except, in the case of any
such loss with respect to a Servicing Account or Reserve Account, to the extent
the loss amounts were invested for the benefit of a Borrower under the terms of
a Mortgage Loan or applicable law).

     (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of any payment due (or in any other performance
required) under any Permitted Investment of funds on deposit in any Investment
Account, and if the party hereunder that maintains such Investment Account
(whether it is a Master Servicer, the Special Servicer or the Certificate
Administrator) is in default of its obligations under or contemplated by Section
3.06(b), the Trustee may (and, subject to Section 8.02, upon the request of (i)
Holders of Certificates entitled to not less than 25% of the Voting Rights
allocated to any Class of Regular Interest Certificates, (ii) the Controlling
Class Representative or (iii) alternatively, but only if the Permitted
Investment involves funds on deposit in a Companion Note Custodial Account, the
related Serviced Non-Pooled Mortgage Loan Noteholder (it being understood that,
for purposes of this clause (iii), Section 8.02 shall be construed as if
references therein to one or more "Certificateholders" were instead references
to such Serviced Non-Pooled Mortgage Loan Noteholder), the Trustee shall) take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate legal proceedings. Any
costs incurred by the Trustee in taking any such action shall be reimbursed to
it by the party hereunder that maintains such Investment Account (whether it is
a Master Servicer, the Special Servicer or the Certificate Administrator). This
provision is in no way intended to limit any actions that a Master Servicer, the
Special Servicer or the Certificate Administrator may take in this regard at its
own expense.

     (d) Notwithstanding the investment of funds held in any Investment Account,
for purposes of the calculations hereunder, including the calculation of the
Available Distribution Amount, the Master Servicer Remittance Amounts and the
monthly amounts payable to the respective Serviced Non-Pooled Mortgage Loan
Noteholders, 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) In the case of each Performing Serviced Mortgage Loan, the applicable
Master Servicer shall use reasonable efforts consistent with the Servicing
Standard to cause the related Borrower to maintain (including identifying the
extent to which a Borrower is maintaining insurance coverage and, if such
Borrower does not so maintain, such Master Servicer will itself cause to be
maintained with Qualified Insurers having the Required Claims-Paying Ratings)
for the related Mortgaged Property (x) a fire and casualty extended coverage
insurance policy, which does not provide for reduction due to depreciation, in
an amount that is at least equal to the lesser of (i) the full replacement cost
of improvements securing such Mortgage Loan or (ii) the outstanding principal
balance of such Mortgage Loan, but, in any event, in an amount sufficient to
avoid the application of any co-insurance clause and (y) all other insurance
coverage (including but not limited to coverage for damage resulting from acts
of terrorism) as is required or that the lender is entitled to reasonably
require, subject to applicable law, under the related Mortgage Loan Documents;
provided that all of the following conditions and/or limitations shall apply:

          (A) the applicable Master Servicer shall not be required to maintain
     any earthquake or environmental insurance policy on any Mortgaged Property
     securing a Performing Serviced Mortgage Loan unless such insurance policy
     was in effect at the time of the origination of such Mortgage Loan pursuant
     to the terms of the related Loan Documents and is available at commercially
     reasonable rates (and if the applicable Master Servicer does not cause the
     Borrower to maintain or does not itself maintain such earthquake or
     environmental insurance policy on any Mortgaged Property, the Special
     Servicer shall have the right, but not the duty, to obtain, at the Trust's
     expense, earthquake or environmental insurance on any Mortgaged Property
     securing a Specially Serviced Mortgage Loan or on an Administered REO
     Property so long as such insurance is available at commercially reasonable
     rates);

          (B) if and to the extent that any Performing Serviced Mortgage Loan
     grants the lender thereunder any discretion (by way of consent, approval or
     otherwise) as to the insurance provider from whom the


                                     -126-
<PAGE>

     related Borrower is to obtain the requisite insurance coverage, the
     applicable Master Servicer shall (to the extent consistent with the
     Servicing Standard) require the related Borrower to obtain the requisite
     insurance coverage from Qualified Insurers that, in each case, have the
     Required Claims-Paying Ratings at the time such insurance coverage is
     obtained;

          (C) the applicable Master Servicer shall have no obligation beyond
     using its reasonable efforts consistent with the Servicing Standard to
     cause the Borrower under any Performing Serviced Mortgage Loan to maintain
     the insurance required to be maintained or that the lender is entitled to
     reasonably require, subject to applicable law, under the related Mortgage
     Loan Documents;

          (D) in no event shall the applicable Master Servicer be required to
     cause the Borrower under any Performing Serviced Mortgage Loan to maintain,
     or itself obtain, insurance coverage that the applicable Master Servicer
     has determined is either (i) not available at any rate or (ii) not
     available at commercially reasonable rates and the related hazards are not
     at the time commonly insured against for properties similar to the related
     mortgaged property and located in or around the region in which the related
     Mortgaged Property is located (in each case, as determined by the
     applicable Master Servicer, which shall be entitled to rely, at its own
     expense, on insurance consultants in making such determination) (and
     provided that any such determinations by the applicable Master Servicer
     must be made not less frequently (but need not be made more frequently)
     than annually but in any event shall be made at the approximate date on
     which the applicable Master Servicer receives notice of the renewal,
     replacement or cancellation of coverage);

          (E) the reasonable efforts of the applicable Master Servicer to cause
     the Borrower under any Performing Serviced Mortgage Loan to maintain
     insurance shall be conducted in a manner that takes into account the
     insurance that would then be available to the applicable Master Servicer on
     a force-placed basis; and

          (F) to the extent the applicable Master Servicer itself is required to
     maintain insurance that the Borrower under any Performing Serviced Mortgage
     Loan does not maintain, the applicable Master Servicer shall not be
     required to maintain insurance other than what is available to such Master
     Servicer on a force-placed basis (and this will not be construed to modify
     the other limits set forth in clause (D) above).

     Notwithstanding the limitation set forth in clause (D) above, the
applicable Master Servicer shall, prior to availing itself of any limitation
described in that clause with respect to any Performing Serviced Mortgage Loan
that has a Stated Principal Balance in excess of $2,500,000, obtain the approval
or disapproval of the Special Servicer (and, in connection therewith, the
Special Servicer shall be required to comply with any applicable provisions of
Section 3.24). The applicable Master Servicer shall be entitled to rely on the
determination of the Special Servicer made in connection with such approval or
disapproval. The Special Servicer shall decide whether to withhold or grant such
approval in accordance with the Servicing Standard. If any such approval has not
been expressly denied within seven Business Days of the Special Servicer's
receipt from the applicable Master Servicer of such Master Servicer's
determination and analysis and all information reasonably requested thereby and
reasonably available to the applicable Master Servicer in order to make an
informed decision, such approval shall be deemed to have been granted.

     The applicable Master Servicer shall notify the Special Servicer, the
Trustee, the Controlling Class Representative and (if a Serviced Mortgage Loan
Group is involved) the related Serviced Non-Pooled Mortgage Loan Noteholder, if
the applicable Master Servicer determines that the Borrower under any Performing
Serviced Mortgage Loan has failed to maintain insurance required under (or that
such Master Servicer has required pursuant to a provision that entitles the
lender to reasonably require insurance under) the related Mortgage Loan
Documents and such failure materially and adversely affects such Mortgage Loan
and/or the interest of the Trust in the related Mortgaged Property or if the
Borrower under any Performing Serviced Mortgage Loan has notified the applicable
Master Servicer in writing that the Borrower does not intend to maintain such
insurance and the applicable Master Servicer has determined that such failure
materially and adversely affects such Mortgage Loan and/or the interest of the
Trust in the related Mortgaged Property.


                                     -127-
<PAGE>

     Subject to Section 3.17(b) and/or Section 3.24, as applicable, with respect
to each Specially Serviced Mortgage Loan and Administered REO Property, the
Special Servicer shall use reasonable efforts, consistent with the Servicing
Standard, to maintain (and, in the case of Specially Serviced Mortgage Loans,
the Special Servicer shall itself maintain, subject to the right of the Special
Servicer to (x) direct the applicable Master Servicer to make a Servicing
Advance for the costs associated with coverage that the Special Servicer
determines to maintain, in which case the applicable Master Servicer shall make
such Servicing Advance (subject to Section 3.19(b)), or (y) direct the
applicable Master Servicer to cause such coverage to be maintained under the
applicable Master Servicer's force-place insurance policy, in which case the
applicable Master Servicer shall so cause such coverage to be maintained
thereunder to the extent that the identified coverage is available under the
applicable Master Servicer's existing force-place policy) with Qualified
Insurers having the Required Claims-Paying Ratings (a) a fire and casualty
extended coverage insurance policy, which does not provide for reduction due to
depreciation, in an amount that is at least equal to the lesser of (i) the full
replacement cost of improvements securing such Mortgage Loan or at such REO
Property or (ii) the outstanding principal balance of such Mortgage Loan or the
related REO Mortgage Loan, but, in any event, in an amount sufficient to avoid
the application of any co-insurance clause, (b) a comprehensive general
liability insurance policy with coverage comparable to that which would be
required under prudent lending requirements and in an amount not less than $1
million per occurrence and (c) to the extent consistent with the Servicing
Standard, a business interruption or rental loss insurance covering revenues or
rents for a period of at least twelve (12) months or, with respect to Mortgage
Loans with initial principal balances greater than $35 million, at least
eighteen (18) months, in each case if so required pursuant to the related
Mortgage Loan Documents; provided, however, that neither the applicable Master
Servicer nor the Special Servicer shall be required in any event to maintain or
obtain the insurance coverage otherwise described by this paragraph beyond what
is available at commercially reasonable rates and consistent with the Servicing
Standard or coverage with respect to which the Trustee does not have an
insurable interest in the related Mortgaged Property or REO Property.

     All such insurance policies maintained as described above shall contain (if
they insure against loss to property) a "standard" mortgagee clause, with loss
payable to the applicable Master Servicer on behalf of the Trustee, in the case
of insurance maintained in respect of a Serviced Mortgage Loan, or shall name
the Trustee as the insured, with loss payable to the Special Servicer on behalf
of the Trustee, in the case of insurance maintained in respect of an
Administered REO Property. Any amounts collected by a 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 Borrower, in each case in accordance with
the Servicing Standard) shall be deposited in the Collection Account of the
applicable Master Servicer and/or a related Companion Note Custodial Account, as
appropriate in accordance with Section 3.04, subject to withdrawal pursuant to
Section 3.05, in the case of amounts received in respect of a Serviced Mortgage
Loan, or in the REO Account of the Special Servicer, subject to withdrawal
pursuant to Section 3.16(c), in the case of amounts received in respect of an
Administered REO Property. Any cost incurred by a Master Servicer or the Special
Servicer in maintaining any such insurance shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
unpaid principal balance or Stated Principal Balance of the related Serviced
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit;
provided, however, that this sentence shall not limit the rights of a Master
Servicer or the Special Servicer on behalf of the Trust (and, if applicable, the
Serviced Non-Pooled Mortgage Loan Noteholders) to enforce any obligations of the
related Borrower under such Mortgage Loan. Costs to a Master Servicer or the
Special Servicer of maintaining insurance policies pursuant to this Section 3.07
shall (subject to Section 3.11(h) and Section 3.19(b)) be paid by, and
reimbursable to, such Master Servicer or Special Servicer, as the case may be,
as a Servicing Advance.

     (b) If (i) a Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans or Administered REO Properties, as applicable, as to which it is
the applicable Master Servicer or the Special Servicer, as the case may be,
then, to the extent such policy (A) is obtained from a Qualified Insurer having
the Required Claims-Paying Ratings, and (B) provides protection equivalent to
the individual policies otherwise required herein and in the Mortgage Loan
Documents or (ii) a Master Servicer or the Special Servicer (or the corporate
parent of the applicable Master Servicer or the Special Servicer, as the case
may be) has long-term unsecured debt obligations that are rated not lower than
"A2" by Moody's, "A" by Fitch and "A" by DBRS (or, if not rated by DBRS, an
equivalent


                                     -128-
<PAGE>

rating (such as those listed above for Moody's and Fitch) by at least two
nationally recognized statistical rating organizations) and such Master Servicer
or the Special Servicer, as the case may be, self-insures for its obligation to
maintain, and deposits into its Collection Account (any such deposit to be
deemed to constitute "Insurance Proceeds") the amount of any loss to the Trust
that would have been covered by, the individual policies otherwise required,
such 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 or REO
Properties, as applicable. Such a blanket or master force-placed policy may
contain a deductible clause (not in excess of a customary amount), in which case
the applicable Master Servicer or the Special Servicer, as the case may be,
whichever maintains such policy, shall, if there shall not have been maintained
on any Mortgaged Property securing a Serviced Mortgage Loan or any Administered
REO Property thereunder a hazard insurance policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
that would have been covered by such an individual policy, promptly deposit into
the applicable Collection Account (or, to the extent the loss affects a related
Serviced Non-Pooled Mortgage Loan Noteholder, in the related Companion Note
Custodial Account) maintained by the applicable Master Servicer, from its own
funds without any right of reimbursement from the Trust, the amount not
otherwise payable under the blanket or master force-placed policy in connection
with such loss or losses because of such deductible clause to the extent that
any such deductible exceeds the deductible limitation that pertained to the
related Serviced Mortgage Loan (or, in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). The Master Servicers and the Special
Servicer shall each prepare and present, on behalf of itself, the Trustee and
Certificateholders and, if applicable, the Serviced Non-Pooled Mortgage Loan
Noteholders, claims under any such blanket or master force-placed policy
maintained by it in a timely fashion in accordance with the terms of such
policy.

     (c) With respect to each Performing Serviced Mortgage Loan that is subject
to an Environmental Insurance Policy, if the applicable Master Servicer has
actual knowledge of any event (an "Insured Environmental Event") giving rise to
a claim under an Environmental Insurance Policy, such Master Servicer shall
notify the Special Servicer to such effect and such Master Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled
thereunder. With respect to each Specially Serviced Mortgage Loan and
Administered REO Property that is subject to an Environmental Insurance Policy,
if the Special Servicer has actual knowledge of any event giving rise to a claim
under an Environmental Insurance Policy, the Special Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled
thereunder. Any legal fees or other out-of-pocket costs incurred in accordance
with the Servicing Standard in connection with any claim under an Environmental
Insurance Policy described above (whether by the applicable Master Servicer or
the Special Servicer) shall be (subject to Section 3.11(h) and Section 3.19(b))
paid by, and reimbursable to, such Master Servicer or Special Servicer, as the
case may be, as a Servicing Advance.

     (d) The Master Servicers and the Special Servicer shall each at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Mortgage Loans and/or Administered REO Properties exist as part of the Trust
Fund) keep in force with a Qualified Insurer having the Required Claims-Paying
Ratings, a fidelity bond in such form and amount as are consistent with the
Servicing Standard. A Master Servicer or 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 such Master Servicer or the Special Servicer, as
the case may be. Such fidelity bond shall provide that it may not be canceled
without ten days' prior written notice to the Trustee. So long as the long-term
unsecured debt obligations of a Master Servicer or the Special Servicer (or the
corporate parent of the applicable Master Servicer or the Special Servicer, as
the case may be) are rated not lower than "Baa2" by Moody's, "A" by Fitch and
"A" by DBRS (or, if not rated by DBRS, the ratings listed above for Moody's and
Fitch or the equivalent ratings by at least two nationally recognized
statistical rating organizations), such Master Servicer or Special Servicer may
self-insure with respect to the fidelity bond coverage required as described
above, in which case it shall not be required to maintain an insurance policy
with respect to such coverage.


                                     -129-
<PAGE>

     The Master Servicers and the Special Servicer shall each at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Mortgage Loans and/or Administered REO Properties exist as part of the Trust
Fund) also keep in force with a Qualified Insurer having the Required
Claims-Paying Ratings, a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers and employees in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the Servicing Standard.
A Master Servicer or 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
such Master Servicer or the Special Servicer, as the case may be. Any such
errors and omissions policy shall provide that it may not be canceled without
ten days' prior written notice to the Trustee. So long as the long-term
unsecured debt obligations of a Master Servicer or the Special Servicer (or the
corporate parent of the applicable Master Servicer or the Special Servicer, as
the case may be) are rated not lower than "Baa2" by Moody's, "A" by Fitch and
"A" by DBRS (or, if not rated by DBRS, the ratings listed above for Moody's and
Fitch or the equivalent ratings by at least two nationally recognized
statistical rating organizations), such Master Servicer or Special Servicer may
self-insure with respect to the errors and omissions coverage required as
described above, in which case it shall not be required to maintain an insurance
policy with respect to such coverage.

     SECTION 3.08. Enforcement of Alienation Clauses.

     (a) If the provisions of any Mortgage Loan expressly permits the assignment
of the related Mortgaged Property to, and assumption of such Mortgage Loan by,
another Person upon the satisfaction of specified conditions, prohibits such an
assignment or assumption except upon the satisfaction of specified conditions or
fully prohibits such an assignment and assumption, and the related Borrower
requests approval for such an assignment and assumption or enters into a
transfer of the related Mortgaged Property in violation of the related Mortgage
Loan Documents, or if the provisions of any Mortgage Loan expressly permits the
further encumbrance of the related Mortgaged Property upon the satisfaction of
specified conditions, prohibits such a further encumbrance except upon the
satisfaction of specified conditions or fully prohibits such a further
encumbrance, and the related Borrower requests approval for such a further
encumbrance or enters into a further encumbrance in violation of the related
Mortgage Loan Documents, the applicable Master Servicer (with respect to a
Performing Mortgage Loan) or the Special Servicer (with respect to a Specially
Serviced Mortgage Loan) shall obtain the relevant information and review and
make a determination to either (i) disapprove such request for approval of an
assignment and assumption or further encumbrance (in the case of a Borrower
request for approval thereof) and not waive any violation of the relevant
due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic
interest of the Trust and, if applicable, any affected Serviced Non-Pooled
Mortgage Loan Noteholder(s) (as a collective whole), approve the request or
waive the effect of the due-on-sale or due-on-encumbrance clause; provided,
however, that all of the following conditions and/or restrictions shall apply:

          (A) the applicable Master Servicer shall not enter into such a waiver
     or approval for any Performing Serviced Mortgage Loan that is a Pooled
     Mortgage Loan, unless such Master Servicer has obtained the consent of the
     Special Servicer (it being understood and agreed that (1) the applicable
     Master Servicer shall promptly provide the Special Servicer with notice of
     any Borrower request for such assignment or assumption, a copy of the
     applicable Master Servicer's recommendations and analysis and the materials
     upon which such recommendation is based, and with all information
     reasonably available to the applicable Master Servicer that the Special
     Servicer may reasonably request in order to make an informed decision to
     withhold or grant any such consent, (2) the Special Servicer shall decide
     whether to withhold or grant such consent in accordance with the Servicing
     Standard (and subject to Section 3.24), (3) except with respect to any
     Nationwide Pooled Mortgage Loan, if any such consent has not been expressly
     denied within seven Business Days of the Special Servicer's receipt from
     the applicable Master Servicer of such Master Servicer's recommendations
     and analysis and such materials and all information reasonably requested
     thereby and reasonably available to the applicable Master Servicer in order
     to make an informed decision, such consent shall be deemed to have been
     granted, and (4) solely with respect to any Nationwide Pooled Mortgage
     Loan, any such consent shall be deemed to have been granted if such consent
     has not been expressly denied either (x) within ten Business Days of the
     Special Servicer's receipt of the applicable Master Servicer's
     recommendations and analysis, if the Special Servicer has not requested


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     additional information as described above on or before the date that is
     four Business Days following the Special Servicer's initial receipt of the
     applicable Master Servicer's recommendations and analysis, or (y) within
     six Business Days following the Special Servicer's receipt of the
     additional information requested by the Special Servicer as described
     above, if the Special Servicer has requested such additional information on
     or before the date that is four Business Days following the Special
     Servicer's initial receipt of the applicable Master Servicer's
     recommendations and analysis);

          (B) if approval of an assignment and assumption or waiver of a
     due-on-sale provision is involved and the affected Serviced Mortgage Loan
     is a Pooled Mortgage Loan that (together with all other Pooled Mortgage
     Loans, if any, that are in the same Cross-Collateralized Group as such
     Pooled Mortgage Loan or have the same Borrower as such Pooled Mortgage Loan
     or have Borrowers that are known to be affiliated with the Borrower under
     such Pooled Mortgage Loan) is one of the ten largest Pooled Mortgage Loans
     then in the Trust or has a Cut-off Date Principal Balance in excess of
     $20,000,000, then, subject to the related Mortgage Loan Documents and
     applicable law, neither the applicable Master Servicer (with respect to a
     Serviced Pooled Mortgage Loan other than a Specially Serviced Pooled
     Mortgage Loan) nor the Special Servicer (with respect to a Specially
     Serviced Pooled Mortgage Loan) shall enter into such approval or waiver
     unless and until it has received written confirmation from each Rating
     Agency that such action would not result in an Adverse Rating Event with
     respect to any Class of Rated Certificates;

          (C) if approval of a further encumbrance or waiver of a
     due-on-encumbrance provision is involved, then, subject to the related
     Mortgage Loan Documents and applicable law, neither the applicable Master
     Servicer (with respect to a Performing Serviced Mortgage Loan) nor the
     Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall
     enter into such approval or waiver unless and until it has received written
     confirmation that such action would not result in an Adverse Rating Event
     with respect to any Class of Rated Certificates from Fitch or DBRS, with
     respect to any Pooled Mortgage Loan that is one of the ten largest Pooled
     Mortgage Loans then in the Trust Fund, by principal balance, and from
     Moody's, with respect to any Serviced Pooled Mortgage Loan that (1)
     represents 2% or more of the then aggregate principal balance of all of the
     Pooled Mortgage Loans then in the Trust Fund, (2) is one of the ten largest
     Pooled Mortgage Loans then in the Trust Fund by principal balance, (3) has
     an aggregate loan-to-value ratio (including existing and proposed
     additional debt) that is equal to or greater than 85% or (4) has an
     aggregate debt service coverage ratio (including the debt service on the
     existing and proposed additional debt) that is less than 1.2x;

          (D) if approval of an assignment and assumption or waiver of a
     due-on-sale provision is involved, then, subject to the related Mortgage
     Loan Documents and applicable law, neither the applicable Master Servicer
     (with respect to a Performing Serviced Mortgage Loan) nor the Special
     Servicer (with respect to a Specially Serviced Mortgage Loan) shall enter
     into such approval or waiver with respect to any Mortgaged Property which
     secures a Cross-Collateralized Group unless (i) all of the Mortgaged
     Properties securing such Cross-Collateralized Group are transferred
     simultaneously by the respective Borrower(s) or (ii) either (x) in the case
     of a Master Servicer, it has obtained the consent of the Special Servicer
     (pursuant to the approval procedures described in clause (A) above) or (y)
     in the case of the Special Servicer, it has obtained the consent of the
     Controlling Class Representative if and to the extent required under
     Section 3.24);

          (E) subject to the related Mortgage Loan Documents and applicable law,
     neither the applicable Master Servicer (with respect to a Performing
     Serviced Mortgage Loan) nor the Special Servicer (with respect to a
     Specially Serviced Mortgage Loan) shall enter into such approval or waiver
     unless all associated costs and expenses (including the costs of any
     confirmation(s) of the absence of an Adverse Rating Event) are covered
     without any expense to the Trust or (in the case of a Serviced Mortgage
     Loan Group) any expense to any related Serviced Non-Pooled Mortgage Loan
     Noteholder(s) (it being understood and agreed that, except as expressly
     provided herein, neither the applicable Master Servicer nor the Special
     Servicer shall be obligated to cover or assume any such costs or expenses);


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<PAGE>

          (F) neither the applicable Master Servicer (with respect to a
     Performing Serviced Mortgage Loan) nor the Special Servicer (with respect
     to a Specially Serviced Mortgage Loan) shall, in connection with any such
     approval or waiver, consent or agree to any modification, waiver or
     amendment of any term or provision of such Serviced Mortgage Loan that
     would result in an Adverse REMIC Event with respect to any REMIC Pool or
     any Adverse Grantor Trust Event with respect to either Grantor Trust Pool;
     and

          (G) the Special Servicer shall not consent to a Master Servicer's
     recommendation described in clause (A) above, or itself enter into such an
     approval or waiver, unless the Special Servicer has complied with Section
     3.24.

     Notwithstanding the foregoing, in no event will the applicable Master
Servicer's approval of an assignment and assumption or further encumbrance be
conditioned on the approval or absence of objection from the Special Servicer if
(a) the transaction is permitted under the related Mortgage Loan Documents and
(b) the conditions to the transaction that are set forth in the related Mortgage
Loan Documents do not include the approval of the lender or the exercise of
lender discretion (other than confirming the satisfaction of the other
conditions to the transaction set forth in the related Mortgage Loan Documents
that do not include any other approval or exercise).

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

     (c) The applicable Master Servicer shall have the right to consent to any
transfers of an interest in the Borrower under a Performing Serviced Mortgage
Loan, to the extent such transfer is allowed under the terms of the related
Mortgage Loan Documents (without the exercise of any lender approval or
discretion other than confirming the satisfaction of the other conditions to the
transfer set forth in the related Mortgage Loan Documents that do not include
any other approval or exercise of discretion), including any consent to transfer
to any subsidiary or affiliate of such Borrower or to a person acquiring less
than a majority interest in such Borrower; provided, however, that, subject to
the terms of the related Mortgage Loan Documents and applicable law, if (i) the
affected Serviced Mortgage Loan is a Pooled Mortgage Loan that, together with
all other Pooled Mortgage Loans, if any, that are in the same
Cross-Collateralized Group as such Pooled Mortgage Loan or have the same
Borrower as such Pooled Mortgage Loan or have Borrowers that are known to be
affiliated with the Borrower under such Pooled Mortgage Loan, has a Stated
Principal Balance that equals or exceeds 5% of the then aggregate Stated
Principal Balance of the Mortgage Pool or is one of the then current top ten
Pooled Mortgage Loans (by Stated Principal Balance) in the Mortgage Pool or has
a Cut-off Date Principal Balance in excess of $20,000,000, and (ii) the transfer
is of an interest in the Borrower greater than 49%, then the applicable Master
Servicer shall not consent to such transfer unless and until it has received
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event with respect to any Class of Rated Certificates (the
costs of which are to be payable by the related Borrower to the extent provided
for in the related Mortgage Loan Documents, which provisions shall not be waived
by the applicable Master Servicer, and, if not paid, such costs shall be paid by
and reimbursed to the applicable Master Servicer as an Additional Trust Fund
Expense). The applicable Master Servicer shall be entitled to collect and
receive from Borrowers any customary fees in connection with such transfers of
interest as Additional Master Servicing Compensation.

     SECTION 3.09. Realization Upon Defaulted Serviced Mortgage Loans.

     (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and 3.24, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of the
real property and other collateral securing any Serviced Mortgage Loan that
comes into and continues in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments, including pursuant to Section
3.20; provided that neither Master Servicer shall, with respect to any Serviced
Mortgage Loan that is an ARD Mortgage Loan after its Anticipated Repayment Date,
take any enforcement action with respect to the payment of


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<PAGE>

Post-ARD Additional Interest (other than the making of requests for its
collection), and the Special Servicer may take such enforcement action only if
(i) the taking of an enforcement action with respect to the payment of other
amounts due under such Mortgage Loan is, in the reasonable judgment of the
Special Servicer, and without regard to such Post-ARD Additional Interest, also
necessary, appropriate and consistent with the Servicing Standard or (ii) all
other amounts due under such Mortgage Loan have been paid, the payment of such
Post-ARD Additional Interest has not been forgiven in accordance with Section
3.20 and, in the reasonable judgment of the Special Servicer, the Liquidation
Proceeds expected to be recovered in connection with such enforcement action
will cover the anticipated costs of such enforcement action and, if applicable,
any associated Advance Interest. In connection with the foregoing, in the event
of a default under any Serviced Mortgage Loan or Cross-Collateralized Group that
is secured by real properties located in multiple states, and such states
include California or another state with a statute, rule or regulation
comparable to California's "one action rule", then the Special Servicer shall
consult Independent counsel regarding the order and manner in which the Special
Servicer should foreclose upon or comparably proceed against such properties.
The Special Servicer may direct the applicable Master Servicer to advance, as
contemplated by Section 3.19(b), all costs and expenses (including attorneys
fees and litigation costs and expenses) to be incurred on behalf of the Trust in
any such proceedings or such consultation, subject to the applicable Master
Servicer being entitled to reimbursement for any such advance as a Servicing
Advance as provided in Section 3.05(a), and further subject to the Special
Servicer's being entitled to pay out of the related Liquidation Proceeds,
Insurance Proceeds and/or Condemnation Proceeds any Liquidation Expenses
incurred in respect of any Serviced Mortgage Loan, which Liquidation Expenses
were outstanding at the time such proceeds are received. Nothing contained in
this Section 3.09 shall be construed so as to require the Special Servicer, on
behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such
property, as determined by the Special Servicer taking into account the factors
described in Section 3.18 and the results of any appraisal obtained pursuant to
the following sentence or otherwise, all such cash bids to be made in a manner
consistent with the Servicing Standard. If and when the applicable Master
Servicer or the Special Servicer deems it necessary in accordance with the
Servicing Standard for purposes of establishing the fair market value of any
Mortgaged Property securing a defaulted Serviced Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, such Master Servicer or the
Special Servicer (as the case may be) is authorized to have an Appraisal
completed with respect to such property (the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance).

     Neither Master Servicer shall foreclose upon or otherwise comparably
convert, including by taking title thereto, any real property or other
collateral securing a defaulted Serviced Mortgage Loan. The Special Servicer and
the Master Servicers shall not foreclose upon or otherwise comparably convert,
including by taking title thereto, any real property or other collateral
securing a Non-Trust-Serviced Pooled Mortgage Loan.

     (b) Notwithstanding the foregoing provisions of this Section 3.09, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Trust (and, in the case of a Serviced Mortgage Loan Group, the related Serviced
Non-Pooled Mortgage Loan Noteholder(s)) under such circumstances, in such manner
or pursuant to such terms as would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (unless the portion of such REO Property that is not treated as
"foreclosure property" and that is held by any REMIC Pool at any given time
constitutes not more than a de minimis amount of the assets of such REMIC Pool
within the meaning of Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)),
or (ii) except as permitted by Section 3.17(a), subject the Trust to the
imposition of any federal income or prohibited transaction taxes under the Code.
Subject to the foregoing, however, a Mortgaged Property may be acquired through
a single member limited liability company. In addition, except as permitted
under Section 3.17(a), the Special Servicer shall not acquire any personal
property on behalf of the Trust (and, in the case of a Serviced Mortgage Loan
Group, the related Serviced Non-Pooled Mortgage Loan Noteholder(s)) pursuant to
this Section 3.09 unless either:

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

          (ii) the Special Servicer shall have obtained an Opinion of Counsel
     (the cost of which shall be covered by, and reimbursable as, a Servicing
     Advance) to the effect that the holding of such personal property


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<PAGE>

     as part of the Trust Fund will not result in an Adverse REMIC Event with
     respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
     either Grantor Trust Pool.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, the
Special Servicer shall not, on behalf of the Trust (and, in the case of a
Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), have a receiver of rents appointed with respect to a Mortgaged
Property, or obtain title to a Mortgaged Property by foreclosure, deed in lieu
of foreclosure or otherwise, or take any other action with respect to any
Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders, could, in the reasonable judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law, unless:

          (i) the Special Servicer has previously determined in accordance with
     the Servicing Standard, based on a Phase I Environmental Assessment (and
     any additional environmental testing that the Special Servicer deems
     necessary and prudent) of such Mortgaged Property conducted by an
     Independent Person who regularly conducts Phase I Environmental Assessments
     and performed during the 12-month period preceding any such acquisition of
     title or other action, that such Mortgaged Property is in compliance with
     applicable environmental laws and regulations and there are no
     circumstances or conditions present at the Mortgaged Property relating to
     the use, management or disposal of Hazardous Materials for which
     investigation, testing, monitoring, containment, clean-up or remediation
     could be required under any applicable environmental laws and regulations;
     or

          (ii) in the event that the determination described in clause (c)(i)
     above cannot be made, the Special Servicer has previously determined in
     accordance with the Servicing Standard, on the same basis as described in
     clause (c)(i) above, and taking into account the coverage provided under
     the related Environmental Insurance Policy, that it would maximize the
     recovery to the Certificateholders and, in the case of a Mortgaged Property
     securing a Serviced Mortgage Loan Group, to the related Serviced Non-Pooled
     Mortgage Loan Noteholder(s) (as a collective whole) on a present value
     basis (the relevant discounting of anticipated collections that will be
     distributable to Certificateholders and, in the case of a Mortgaged
     Property securing a Serviced Mortgage Loan Group, to the related Serviced
     Non-Pooled Mortgage Loan Noteholder(s), to be performed at the related Net
     Mortgage Rate (or (x) in the case of an ARD Mortgage Loan after its
     Anticipated Repayment Date, at the related Net Mortgage Rate immediately
     prior to the Anticipated Repayment Date, or (y) in the case of a Serviced
     Mortgage Loan Group, at the weighted average of the Net Mortgage Rates for
     the related Mortgage Loans)) to acquire title to or possession of the
     Mortgaged Property and to take such remedial, corrective and/or other
     further actions as are necessary to bring the Mortgaged Property into
     compliance with applicable environmental laws and regulations and to
     appropriately address any of the circumstances and conditions referred to
     in clause (c)(i) above.

     Any such determination by the Special Servicer contemplated by clause (i)
or clause (ii) of the preceding paragraph shall be evidenced by an Officer's
Certificate to such effect delivered to the Trustee, the applicable Master
Servicer and the Controlling Class Representative (and, in the case of a
Mortgaged Property securing a Serviced Mortgage Loan Group, to the related
Serviced Non-Pooled Mortgage Loan Noteholder(s)), specifying all of the bases
for such determination, such Officer's Certificate to be accompanied by all
related environmental reports.

     The cost of such Phase I Environmental Assessment and any such additional
environmental testing, 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 paid out of the applicable Collection Account (subject to,
if it relates to one or more Mortgage Loans in a Serviced Mortgage Loan Group,
the proviso at the end of the first paragraph of subsection (I) of Section
3.05(a)).

     (d) If neither of the conditions set forth in clauses (i) and (ii) of the
first paragraph of Section 3.09(c) has been satisfied with respect to any
Mortgaged Property securing a defaulted Serviced Mortgage Loan (or, if
applicable,


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<PAGE>

a Serviced Mortgage Loan Group), the Special Servicer shall take such action as
is in accordance with the Servicing Standard (other than proceeding against the
Mortgaged Property) and, at such time as it deems appropriate, may, on behalf of
the Trust and, if applicable, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s), release all or a portion of such Mortgaged Property from the lien
of the related Mortgage; provided that, if such Serviced Mortgage Loan has a
then outstanding principal balance greater than $1 million, then prior to the
release of all or a portion of the related Mortgaged Property from the lien of
the related Mortgage, the Special Servicer shall have notified the Rating
Agencies, the Controlling Class Representative, the Trustee, the applicable
Master Servicer in writing of its intention to so release all or a portion of
such Mortgaged Property and the basis for the determination that such intention,
in the Special Servicer's good faith judgment, was consistent with the Servicing
Standard.

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

     (f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, with respect to any Specially Serviced Mortgage
Loan, the advisability of seeking to obtain a deficiency judgment if the state
in which the related Mortgaged Property is located and the terms of the subject
Mortgage Loan permit such an action and shall, in accordance with the Servicing
Standard, seek such deficiency judgment if it deems advisable. The applicable
Master Servicer, at the direction of the Special Servicer, shall make a
Servicing Advance for the costs incurred in pursuing any such deficiency action,
provided that such Master Servicer shall not be obligated in connection
therewith to advance any funds, which if so advanced would constitute a
Nonrecoverable Advance.

     (g) Annually in each January, the applicable Master Servicer shall, with
the reasonable cooperation of the Special Servicer, prepare and file with the
IRS on a timely basis the information returns with respect to the reports of
foreclosures and abandonments and reports relating to any cancellation of
indebtedness income with respect to any Serviced Mortgage Loan for which it is
the applicable Master Servicer, or Mortgaged Property securing a Serviced
Mortgage Loan for which it is the applicable Master Servicer, required by
Sections 6050H (as applicable), 6050J and 6050P of the Code. Contemporaneously
therewith, the applicable Master Servicer shall deliver a copy of such
information returns to the Special Servicer and the Trustee.

     (h) As soon as the Special Servicer (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the
applicable Master Servicer) makes a Final Recovery Determination (such
determination to be made in consultation with the Controlling Class
Representative and the related calculations to be subject to the approval of the
Controlling Class Representative) with respect to any Mortgage Loan or REO
Property, it shall promptly notify the Certificate Administrator, the Trustee,
the applicable Master Servicer (unless it is the one making the determination)
and the Controlling Class Representative. The Special Servicer (or, in the case
of a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the
applicable Master Servicer) shall maintain accurate records, prepared by a
Servicing Officer, of each such Final Recovery Determination (if any) made by it
and the basis thereof. Each such Final Recovery Determination (if any) shall be
evidenced by an Officer's Certificate delivered to the Certificate
Administrator, the Trustee, the applicable Master Servicer (unless it is the one
making the determination) and the Controlling Class Representative, no later
than ten Business Days following such Final Recovery Determination. For purposes
of making a Final Recovery Determination, with respect to a Non-Trust-Serviced
Pooled Mortgage Loan or any related REO Property, the applicable Master Servicer
shall be entitled to rely on any comparable determination made by the related
Non-Trust Special Servicer.

     SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.

     (a) Upon the payment in full of any Serviced Mortgage Loan, or the receipt
by the applicable Master Servicer of a notification that payment in full shall
be escrowed or made in a manner customary for such purposes, the


                                     -135-
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applicable Master Servicer shall promptly so notify the Trustee and request
delivery to it or its designee of the related Mortgage File and, in the case of
a Serviced Non-Pooled Mortgage Loan, the Master Servicer shall promptly so
notify the relevant Serviced Non-Pooled Mortgage Loan Noteholder, and request
delivery to it or its designee of the related Mortgage Note, as applicable (such
notice and request to be effected by delivering to the Trustee a Request for
Release in the form of Exhibit C-1 attached hereto, which Request for Release
shall be accompanied by the form of any release or discharge to be executed by
the Trustee and, in the case of the Serviced Non-Pooled Mortgage Loans, the
related Serviced Non-Pooled Mortgage Loan Noteholder, 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 such Master
Servicer's Collection Account and/or, in the case of the Serviced Non-Pooled
Mortgage Loans, in the related Companion Note Custodial Account, as applicable,
pursuant to Section 3.04 have been or will be so deposited). Upon receipt of
such Request for Release, the Trustee and, in the case of the a Serviced
Non-Pooled Mortgage Loan, if applicable, the related Serviced Non-Pooled
Mortgage Loan Noteholder, shall promptly release, or cause any related Custodian
to release, the related Mortgage File to the applicable Master Servicer or its
designee and shall deliver to the applicable Master Servicer or its designee
such accompanying release or discharge, duly executed. No expenses incurred in
connection with preparing or recording any instrument of satisfaction or deed of
reconveyance shall be chargeable to a Collection Account, any Companion Note
Custodial Account or the Distribution Account. If the Mortgage has been recorded
in the name of MERS or its designee, the applicable Master Servicer shall take
all necessary action to reflect the release of the Mortgage on the records of
MERS. No expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Certificate Account.

     (b) If from time to time, and as appropriate for servicing or foreclosure
of any Mortgage Loan, the applicable Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof) or, in the
case of a Serviced Non-Pooled Mortgage Loan, the related Mortgage Note, then,
upon request of such Master Servicer and receipt from such Master Servicer of a
Request for Release in the form of Exhibit C-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 C-2
attached hereto, the Trustee or, in the case of a Serviced Non-Pooled Mortgage
Loan, the related Serviced Non-Pooled Mortgage Loan Noteholder shall release, or
the Trustee shall cause any related Custodian to release, such Mortgage File (or
portion thereof) or such Mortgage Note to such Master Servicer or the Special
Servicer, as the case may be, or its designee. Upon return of such Mortgage File
(or portion thereof) to the Person from whom it was obtained as described above,
or upon the Special Servicer's delivery to such Person of an Officer's
Certificate stating that (i) such Mortgage Loan was liquidated and all amounts
received or to be received in connection with such liquidation that are required
to be deposited into the Collection Account, the related Companion Note
Custodial Account(s) pursuant to Section 3.04 have been or will be so deposited
or (ii) such Mortgage Loan has become an REO Mortgage Loan, a copy of the
Request for Release shall be returned to the applicable Master Servicer or the
Special Servicer, as applicable, by the Person to whom it was delivered as
described above.

     (c) Within five (5) Business Days of the Special Servicer's request
therefor (or, in case of an exigency, within such shorter period as is
reasonable under the circumstances), the Trustee and, in the case of a Serviced
Mortgage Loan Group, each Serviced Non-Pooled Mortgage Loan Noteholder shall
execute and deliver to the Special Servicer, in the form supplied to the Trustee
or the Serviced Non-Pooled Mortgage Loan Noteholder, as applicable, by the
Special Servicer, any court pleadings, requests for trustee's sale or other
documents reasonably necessary, with respect to any Mortgage Loan, to the
foreclosure or trustee's sale in respect of the related Mortgaged Property or to
any legal action brought to obtain judgment against the related Borrower on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust, a Master Servicer, the Special Servicer or any related
Serviced Non-Pooled Mortgage Loan Noteholder; provided that the Trustee and each
such Serviced Non-Pooled Mortgage Loan Noteholder may alternatively execute and
deliver to the Special Servicer, in the form supplied to the Trustee and such
Serviced Non-Pooled Mortgage Loan Noteholder, as applicable, by the Special
Servicer, a limited power of attorney issued in favor of the Special Servicer,
subject to Section 3.01(b), and empowering the Special Servicer to execute and
deliver any or all of such pleadings or documents on behalf of the Trustee and
each Serviced Non-Pooled Mortgage Loan Noteholder (however, neither the Trustee
nor any such Serviced Non-Pooled


                                     -136-
<PAGE>

Mortgage Loan Noteholder shall be liable for any misuse of such power of
attorney by the Special Servicer). Together with such pleadings or documents (or
such power of attorney), the Special Servicer shall deliver to the Trustee or
such Serviced Non-Pooled Mortgage Loan Noteholder an Officer's Certificate
requesting that such pleadings or documents (or such power of attorney) be
executed by the Trustee or such Serviced Non-Pooled Mortgage Loan Noteholder and
certifying as to the reason such pleadings or documents are required and that
the execution and delivery thereof by the Trustee or such Serviced Non-Pooled
Mortgage Loan Noteholder (or by the Special Servicer on behalf of such Person)
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.
Within five (5) Business Days following receipt, the Trustee shall forward any
documents it receives related to the servicing of the Pooled Mortgage Loans
(including but not limited to any court pleadings and other documents related to
legal action involving any Mortgagor or Mortgaged Property) to the applicable
Master Servicer or the Special Servicer, as the case may be. Upon delivery of
such documents, the Trustee shall not be liable for any loss, claim or expense
related to any failure by such Master Servicer or Special Servicer to process
such documentation in a timely fashion. Any document delivered to a Master
Servicer or the Special Servicer shall be deemed to have been duly delivered
when delivered via overnight carrier to the address of such party as set forth
in Section 11.05.

     (d) If from time to time, pursuant to the terms of the Mortgage Loan Group
Intercreditor Agreement and the Non-Trust Servicing Agreement related to a
Non-Trust-Serviced Pooled Mortgage Loan, and as appropriate for enforcing the
terms of, or otherwise properly servicing, such Non-Trust-Serviced Pooled
Mortgage Loan, the related Non-Trust Master Servicer, the related Non-Trust
Special Servicer or the holder of a related Non-Pooled Pari Passu Companion Loan
requests delivery to it of the original Mortgage Note for such Non-Trust
Serviced Pooled Mortgage Loan, then the Trustee shall release or cause the
release of such original Mortgage Note to the requesting party or its designee.
In connection with the release of the original Mortgage Note for a
Non-Trust-Serviced Pooled Mortgage Loan in accordance with the preceding
sentence, the Trustee shall obtain such documentation as is appropriate to
evidence the holding by the related Non-Trust Master Servicer, the related
Non-Trust Special Servicer or such holder of a related Non-Pooled Pari Passu
Companion Loan, as the case may be, of such original Mortgage Note as custodian
on behalf of and for the benefit of the Trustee.

     SECTION       3.11. Master Servicing and Special Servicing Compensation;
                   Interest on and Reimbursement of Servicing Advances; Payment
                   of Certain Expenses; Obligations of the Trustee and the
                   Fiscal Agent Regarding Back-up Servicing Advances.

     (a) As compensation for its activities hereunder, each Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each
Mortgage Loan (including each Specially Serviced Mortgage Loan), and each REO
Mortgage Loan that was previously a Serviced Mortgage Loan, as to which it is
the applicable Master Servicer. As to each such Mortgage Loan and REO Mortgage
Loan, for each calendar month (commencing with October 2004) or any applicable
portion thereof, the Master Servicing Fee shall accrue at the related Master
Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan or such
REO Mortgage Loan, as the case may be, and shall be calculated on the same
Interest Accrual Basis as is applicable for such Mortgage Loan or REO Mortgage
Loan, as the case may be, and for the same number of days respecting which any
related interest payment due on such Mortgage Loan or deemed to be due on such
REO Mortgage Loan is computed under the terms of the related Mortgage Note (as
such terms may be changed or modified at any time following the Closing Date)
and applicable law. The Master Servicing Fee with respect to any Mortgage Loan
or any REO Mortgage Loan shall cease to accrue (but not as to any Replacement
Pooled Mortgage Loan with respect thereto) if a Liquidation Event occurs in
respect thereof. Master Servicing Fees earned with respect to any Pooled
Mortgage Loan or any REO Pooled Mortgage Loan shall be payable monthly from
payments of interest on such Pooled Mortgage Loan or REO Revenues allocable as
interest on such REO Pooled Mortgage Loan, as the case may be. The applicable
Master Servicer shall be entitled to recover unpaid Master Servicing Fees in
respect of any Pooled Mortgage Loan or any REO Pooled Mortgage Loan out of the
portion any related Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds allocable as interest on such Pooled Mortgage Loan or REO Pooled
Mortgage Loan, as the case may be. Master Servicing Fees earned with respect to
any Serviced Non-Pooled Pari Passu Companion Loan (or any successor REO Mortgage
Loan with respect thereto) shall be payable out of the related Companion Note
Custodial Account as provided in Section 3.05(f). The Servicer Report
Administrator shall be entitled to the Servicer Report


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Administrator Fee (payable as provided in Section 8.05(a)) in respect of all the
Pooled Mortgage Loans and successor REO Mortgage Loans thereto.

     PAR and any successor holder of the Excess Servicing Fee Rights that relate
to the Serviced Mortgage Loans (and any successor REO Mortgage Loans with
respect to such Serviced Mortgage Loans) for which PAR is the applicable Master
Servicer shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in
part), and WFB and any successor holder of the Excess Servicing Fee Rights that
relate to the Serviced Mortgage Loans (and any successor REO Mortgage Loans with
respect to such Serviced Mortgage Loans) for which WFB is the applicable Master
Servicer shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in
part), in either case, to any Qualified Institutional Buyer or Institutional
Accredited Investor (other than a Plan), provided that no such transfer, sale,
pledge or other assignment shall be made unless (i) that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the
Depositor a certificate substantially in the form attached as Exhibit F-3A
hereto, and (iii) the prospective transferee shall have delivered to PAR or WFB,
as applicable, and the Depositor a certificate substantially in the form
attached as Exhibit F-3B hereto. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify an Excess Servicing
Fee Right under the Securities Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the transfer, sale,
pledge or assignment of an Excess Servicing Fee Right without registration or
qualification. PAR, WFB and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and each of PAR and WFB hereby agrees, and each such
holder of an Excess Servicing Fee Right by its acceptance of such Excess
Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of such Excess Servicing Fee Right effected by such Person, to
indemnify the Certificateholders, the Trust, the Depositor, the Underwriters,
the Certificate Administrator, the Trustee, any Fiscal Agent, the Master
Servicers, the Certificate Registrar and the Special Servicer against any
liability that may result if such transfer is not exempt from registration
and/or qualification under the Securities Act or other applicable federal and
state securities laws or is not made in accordance with such federal and state
laws or in accordance with the foregoing provisions of this paragraph. By its
acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed
to have agreed not to use or disclose such information in any manner that could
result in a violation of any provision of the Securities Act or other applicable
securities laws or that would require registration of such Excess Servicing Fee
Right or any Non-Registered Certificate pursuant to the Securities Act. From
time to time following any transfer, sale, pledge or assignment of an Excess
Servicing Fee Right, the Person then acting as the Master Servicer with respect
to the Serviced Mortgage Loan or successor REO Mortgage Loan with respect
thereto to which the Excess Servicing Fee Right relates, shall pay, out of each
amount paid to such Master Servicer as Master Servicing Fees with respect to
such Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess
Servicing Fees to the holder of such Excess Servicing Fee Right within one
Business Day following the payment of such Master Servicing Fees to such Master
Servicer, in each case in accordance with payment instructions provided by such
holder in writing to such Master Servicer. The holder of an Excess Servicing Fee
Right shall not have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph. None of the Certificate Administrator,
the other Master Servicer, the Certificate Registrar, the Depositor, the Special
Servicer, the Trustee or the Tax Administrator shall have any obligation
whatsoever regarding payment of the Excess Servicing Fee or the assignment or
transfer of the Excess Servicing Fee Right.

     A Master Servicer's right to receive the Master Servicing Fees (and, in the
case of the Servicer Report Administrator, the Servicer Report Administrator
Fees) to which it is entitled may not be transferred in whole or in part except
in connection with the transfer of all of such Master Servicer's
responsibilities and obligations under this Agreement and except as otherwise
expressly provided herein, including as contemplated by the prior paragraph.


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<PAGE>

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

          (i) any and all Net Default Charges actually collected with respect to
     any Serviced Pooled Mortgage Loan for which such Master Servicer is the
     applicable Master Servicer or any successor REO Mortgage Loan with respect
     thereto, to the extent that such Net Default Charges are payable to such
     Master Servicer under Section 3.28 and any and all application and
     processing fees for consents to approvals of assignments and assumptions,
     further encumbrances or other lender approvals, to the extent actually
     collected during the related Collection Period with respect to Performing
     Serviced Mortgage Loans for which such Master Servicer is the applicable
     Master Servicer;

          (ii) (x) 50% of assumption fees, modification fees, extension fees,
     consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums, Yield Maintenance Charges and application and processing fees),
     in each case to the extent actually collected during the related Collection
     Period with respect to Performing Serviced Mortgage Loans for which such
     Master Servicer is the applicable Master Servicer and paid in connection
     with a consent, approval or other action that the applicable Master
     Servicer is not permitted to take in the absence of the consent or approval
     (or deemed consent or approval) of the Special Servicer under the other
     provisions of this Agreement and (y) 100% of assumption fees, modification
     fees, extension fees, consent fees, release fees, waiver fees, fees paid in
     connection with defeasance and earn-out fees or other similar fees
     (excluding Prepayment Premiums, Yield Maintenance Charges and application
     and processing fees), in each case to the extent actually collected during
     the related Collection Period with respect to Performing Serviced Mortgage
     Loans for which such Master Servicer is the applicable Master Servicer and
     paid in connection with a consent, approval or other action that such
     Master Servicer is permitted to take in the absence of the consent or
     approval (or deemed consent or approval) of the Special Servicer under the
     other provisions of this Agreement;

          (iii) any and all charges for beneficiary statements or demands,
     amounts collected for checks returned for insufficient funds and other loan
     processing fees actually paid by the Borrowers under Serviced Mortgage
     Loans for which such Master Servicer is the applicable Master Servicer;

          (iv) any and all Prepayment Interest Excesses collected with respect
     to the Pooled Mortgage Loans for which such Master Servicer is the
     applicable Master Servicer;

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

     To the extent that any of the amounts described in clauses (i) through (iv)
in the preceding paragraph are collected by the Special Servicer, the Special
Servicer shall promptly pay such amounts to the applicable Master Servicer.

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive monthly the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Mortgage Loan thereto that
relates to an Administered REO Property. As to each such Specially Serviced
Mortgage Loan and REO Mortgage Loan, for any particular calendar month or
applicable portion thereof, the Special Servicing Fee shall accrue at the
Special Servicing Fee Rate on the Stated Principal Balance of such Specially
Serviced Mortgage Loan or such REO Mortgage Loan, as the case may be, and shall
be calculated on the same Interest Accrual Basis as is applicable for such
Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, and
for the same number of days respecting which any related interest payment due on
such Specially Serviced Mortgage Loan or deemed to be due on such REO Mortgage
Loan is computed under the terms of the related Mortgage Note (as such terms may
be changed or modified at any time following the Closing Date) and applicable
law. The Special Servicing Fee with respect to any


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<PAGE>

Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or, in the case of a
Specially Serviced Mortgage Loan, as of the date it becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees with respect to Pooled Mortgage
Loans that are Specially Serviced Mortgage Loans and REO Pooled Mortgage Loans
shall be payable (pursuant to Section 3.05(a)) monthly first out of related
Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any,
and then out of general collections on the Pooled Mortgage Loans and any REO
Properties on deposit in the applicable Collection Account and earned but unpaid
Special Servicing Fees with respect to any Serviced Non-Pooled Mortgage Loan or
any successor REO Mortgage Loan with respect thereto shall be payable solely out
of the proceeds of such Serviced Non-Pooled Mortgage Loan.

     As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Serviced
Mortgage Loan that is a Corrected Mortgage Loan, unless the basis on which such
Serviced Mortgage Loan became a Corrected Mortgage Loan was the remediation of a
circumstance or condition relating to the related Pooled Mortgage Loan Seller's
obligation to repurchase such Mortgage Loan pursuant to the related Pooled
Mortgage Loan Purchase Agreement, as applicable, in which case, if such Mortgage
Loan is repurchased within the Initial Resolution Period (and, if applicable any
Resolution Extension Period as is permitted under Section 2.03) no Workout Fee
will be payable from or based upon the receipt of, any Purchase Price paid by
the related Pooled Mortgage Loan Seller in satisfaction of such repurchase
obligation. As to each such Corrected Mortgage Loan, the Workout Fee shall be
payable out of, and shall be calculated by application of the Workout Fee Rate
to, each payment of interest (other than Post-ARD Additional Interest and
Default Interest) and principal received from the related Borrower on such
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan and
any Workout Fees earned with respect to any Serviced Non-Pooled Mortgage Loan or
any successor REO Mortgage Loan with respect thereto shall be payable solely out
of the proceeds of such Serviced Non-Pooled Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if such
Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan or if
the related Mortgaged Property becomes an REO Property; provided that a new
Workout Fee would become payable if and when such Serviced Mortgage Loan again
became a Corrected Mortgage Loan after having again become a Specially Serviced
Mortgage Loan. If the Special Servicer is terminated or resigns, the Special
Servicer shall retain the right (and the applicable successor Special Servicer
shall not have the right) to receive any and all Workout Fees payable in respect
of (i) any Serviced Mortgage Loans serviced by the Special Servicer that became
Corrected Mortgage Loans during the period that it acted as Special Servicer and
that were still Corrected Mortgage Loans at the time of such termination or
resignation and (ii) unless the Special Servicer was terminated for cause (in
which case only clause (i) above shall apply), any Serviced Mortgage Loans that
constitute Specially Serviced Mortgage Loans for which the Special Servicer has
resolved the circumstances and/or conditions causing any such Mortgage Loan to
be a Specially Serviced Mortgage Loan except that the requirement that the three
consecutive Monthly Payments required by the terms of the workout with respect
to such Mortgage Loan has not yet been satisfied as of the date of such
termination or resignation and such Mortgage Loan otherwise meets the
requirements of a Corrected Mortgage Loan, with the Workout Fee with respect to
such Mortgage Loan payable only after such requirements have been satisfied;
provided, however, that (A) in either case no other event has occurred as of the
time of the Special Servicer's termination or resignation that would otherwise
cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan and
(B) in the case of any Specially Serviced Mortgage Loan described in clause (ii)
of this sentence, the terminated Special Servicer shall immediately deliver the
related Servicing File to the applicable Master Servicer, and the applicable
Master Servicer shall (without further compensation) monitor that all conditions
precedent to such Mortgage Loan's becoming a Corrected Mortgage Loan are
satisfied and, further, shall immediately transfer such Servicing File to the
new Special Servicer if and when it becomes apparent to the applicable Master
Servicer that such conditions precedent will not be satisfied.

     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive a Liquidation Fee with respect to each
Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan as to which it
receives any full, partial or discounted payoff from the related Borrower and
with respect to each Serviced Mortgage Loan that is a Specially Serviced
Mortgage Loan, and with respect to each Administered REO Property, as to which
(in either case) it receives any Condemnation Proceeds, Insurance Proceeds or
Liquidation Proceeds (other than in connection with (A) the purchase of any such
Specially Serviced Mortgage Loan by the Special Servicer or the Majority
Controlling Class


                                     -140-
<PAGE>

Certificateholder(s) pursuant to or as contemplated by Section 3.18 (except that
a Liquidation Fee shall be payable in connection therewith unless the purchase
is made within ninety (90) days following the initial determination of Fair
Value), (B) the purchase or other acquisition of any such Specially Serviced
Mortgage Loan or Administered REO Property by any Controlling Class
Certificateholder(s), the Sole Certificateholder(s), a Master Servicer or the
Special Servicer pursuant to Section 9.01, (C) the repurchase or replacement of
any such Specially Serviced Mortgage Loan or Administered REO Property by a
Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase Agreement as a result of a Material Breach or Material Document Defect
(except that a Liquidation Fee shall be payable in connection therewith unless
the purchase is made within 180 days following notice to such Pooled Mortgage
Loan Seller of such Material Breach or Material Document Defect), (D) the
purchase of any such Specially Serviced Mortgage Loan or Administered REO
Property by any other creditor of the related Borrower or any of its Affiliates
or other equity holders pursuant to a right under the related Mortgage Loan
Documents (except that a Liquidation Fee shall be payable unless such purchase
is made within ninety (90) days after the option arises), or (E) any Liquidation
Event involving a Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property (including any purchase of such Mortgage Loan by the holder of any
related Non-Pooled Pari Passu Companion Loan in accordance with the related
Mortgage Loan Group Intercreditor Agreement and the related Non-Trust Servicing
Agreement)). As to each such Specially Serviced Mortgage Loan or Administered
REO Property, the Liquidation Fee shall be payable out of, and shall be
calculated by application of the Liquidation Fee Rate to, any such full, partial
or discounted payoff, Condemnation Proceeds, Insurance Proceeds and/or
Liquidation Proceeds received or collected in respect thereof (other than any
portion of such payment or proceeds that represents Post-ARD Additional Interest
or Default Charges). The Liquidation Fee with respect to any such Specially
Serviced Mortgage Loan will not be payable if such Specially Serviced Mortgage
Loan becomes a Corrected Mortgage Loan. If the Special Servicer is entitled to a
Liquidation Fee in connection with the repurchase or replacement of any
Specially Serviced Mortgage Loan or Administered REO Property by a Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan Purchase
Agreement as a result of a Material Breach or Material Document Defect, such
Pooled Mortgage Loan Seller shall not be required to pay such Liquidation Fee as
part of the related Purchase Price or otherwise.

     The Special Servicer's right to receive any Special Servicing Fee, Workout
Fee and/or Liquidation Fee to which it is entitled may not be transferred in
whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement and except as
otherwise expressly provided herein.

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

          (i) any and all Net Default Charges actually collected with respect to
     any Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto, to the extent that such Net Default Charges are payable to
     the Special Servicer under Section 3.28; and any and all assumption fees,
     assumption application and processing fees, modification fees, extension
     fees, consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums and Yield Maintenance Charges), to the extent actually collected
     during the related Collection Period with respect to any Specially Serviced
     Mortgage Loans or any REO Mortgage Loans (other than any Non-Trust-Serviced
     Mortgage Loan or any successor REO Property with respect thereto);

          (ii) 50% of any assumption fees, modification fees, extension fees,
     consent fees, release fees, waiver fees, fees paid in connection with
     defeasance and earn-out fees or other similar fees (excluding Prepayment
     Premiums, Yield Maintenance Charges and application and processing fees),
     in each case to the extent actually collected during the related Collection
     Period with respect to Performing Serviced Mortgage Loans in connection
     with a consent, approval or other action that the applicable Master
     Servicer is not permitted to take in the absence of the consent or approval
     (or deemed consent or approval) of the Special Servicer under the other
     provisions of this Agreement; and


                                     -141-
<PAGE>

          (iii) interest or other income earned on deposits in any REO Account
     maintained by the Special Servicer, in accordance with Section 3.06(b) (but
     only to the extent of the Net Investment Earnings, if any, with respect to
     such REO Account for each Collection Period).

     To the extent that any of the amounts described in clauses (i) and (ii) of
the preceding paragraph are collected by a Master Servicer, such Master Servicer
shall promptly pay such amounts to the Special Servicer and shall not be
required to deposit such amounts in such Master Servicer's Collection Account
pursuant to Section 3.04.

     (e) The Master Servicers and the Special Servicer shall each be required
(subject to Section 3.11(h) below) to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including
payment of any amounts due and owing to any of Sub-Servicers retained by it
(including any termination fees) and the premiums for any blanket policy or the
standby fee or similar premium, if any, for any master force placed policy
obtained by it insuring against hazard losses pursuant to Section 3.07(b)), if
and to the extent such expenses are not payable directly out of any Collection
Account, any Companion Note Custodial Account or any Servicing Account, Reserve
Account or REO Account, and none of the Master Servicers or the Special Servicer
shall be entitled to reimbursement for any such expense incurred by it except as
expressly provided in this Agreement. If either Master Servicer is required to
make any Servicing Advance hereunder at the discretion of the Special Servicer
in accordance with Section 3.19 or otherwise, the Special Servicer shall
promptly provide such Master Servicer with such documentation regarding the
subject Servicing Advance as such Master Servicer may reasonably request.

     (f) If a Master Servicer or, as contemplated by Section 3.19, the Special
Servicer is required under this Agreement to make a Servicing Advance, but fails
to do so within ten (10) days after such Advance is required to be made, the
Trustee shall, if it has actual knowledge of such failure on the part of such
Master Servicer or the Special Servicer, as the case may be, give notice of such
failure to the defaulting party. If such Advance is not made by such Master
Servicer or the Special Servicer, as the case may be, within one Business Day
after receipt of such notice, then (subject to Section 3.11(h) below) the
Trustee (or, if the Trustee fails to make such Advance, the Fiscal Agent) shall
make such Advance. If the Fiscal Agent makes any such Servicing Advance, the
Trustee shall be deemed not to be in default under this Agreement for failing to
do so.

     (g) The Master Servicers, the Special Servicer, the Trustee and the Fiscal
Agent shall each be entitled to receive interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of each Servicing Advance made
thereby (with its own funds), for so long as such Servicing Advance is
outstanding (it being acknowledged that Advance Interest shall not accrue on
Unliquidated Advances related to prior Servicing Advances). Such interest with
respect to any Servicing Advances shall be payable: (i) first, in accordance
with Sections 3.05 and 3.28, out of any Default Charges subsequently collected
on or in respect of the particular Pooled Mortgage Loan or REO Pooled Mortgage
Loan as to which such Servicing Advance relates; and (ii) then, after such
Servicing Advance is reimbursed, but only if and to the extent that such Default
Charges are insufficient to cover such Advance Interest, out of general
collections on the Mortgage Loans and REO Properties on deposit in the
applicable Master Servicer's Collection Account or, as and to the extent
contemplated by the second paragraph of Section 3.05(a), the other Master
Servicer's Collection Account (subject to, however, the proviso at the end of
the first paragraph of subsection (I) of Section 3.05(a)). The applicable Master
Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse
itself, the Special Servicer, the Trustee or the Fiscal Agent, as appropriate,
for any Servicing Advance made by any such Person with respect to any Mortgage
Loan or REO Property as to which such Master Servicer is the applicable Master
Servicer as soon as practicable after funds available for such purpose are
deposited in such Master Servicer's Collection Account or a Companion Note
Custodial Account, as applicable.

     (h) Notwithstanding anything to the contrary set forth herein, none of the
Master Servicers, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance. The determination by any Person with an
obligation hereunder to make Servicing Advances that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made by such
Person in its reasonable, good faith judgment. In making such recoverability
determination, such Person will be entitled to consider (among other things)


                                     -142-
<PAGE>

only the obligations of the Borrower under the terms of the related Mortgage
Loan as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their "as is" or then current conditions and
occupancies, as modified by such party's assumptions regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties,
to estimate and consider (among other things) future expenses and to estimate
and consider (among other things) the timing of recoveries. In addition, any
such Person may update or change its recoverability determinations at any time
and may obtain any analysis, Appraisals or market value estimates or other
information in the possession of the Special Servicer for such purposes. Any
determination by any Person with an obligation hereunder to make Servicing
Advances that it has made a Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing
Advance, shall be evidenced by an Officer's Certificate delivered promptly to
the Depositor, the Certificate Administrator, the Trustee (unless it is the
Person making such determination), the Special Servicer and the Controlling
Class Representative, setting forth the basis for such determination,
accompanied by a copy of any Appraisal of the related Mortgaged Property or REO
Property performed within the 12 months preceding such determination by a
Qualified Appraiser, and, if such reports were used by the Master Servicer, the
Trustee or the Fiscal Agent to determine that any Servicing Advance is or would
be nonrecoverable, further accompanied by any other information, including
engineers' reports, environmental surveys or similar reports, that the Person
making such determination may have obtained. Notwithstanding the foregoing,
absent bad faith, any such determination as to the recoverability of any
Servicing Advance shall be conclusive and binding on the Certificateholders and,
in all cases, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on any determination of nonrecoverability that may have been made by the
applicable Master Servicer or the Special Servicer or, if appropriate, any party
under the related Non-Trust Servicing Agreement (in the case of a
Non-Trust-Serviced Pooled Mortgage Loan) with respect to a particular Servicing
Advance for any Mortgage Loan or REO Property, and the applicable Master
Servicer and the Special Servicer shall each be entitled to conclusively rely on
any determination of nonrecoverability that may have been made by the other such
party or, if appropriate, any party under the related Non-Trust Servicing
Agreement (in the case of a Non-Trust-Serviced Pooled Mortgage Loan) with
respect to a particular Servicing Advance for any Mortgage Loan or REO Property.
The Special Servicer shall promptly furnish any party required to make Servicing
Advances hereunder with any information in its possession regarding the
Specially Serviced Pooled Mortgage Loans and REO Properties as such party
required to make Servicing Advances may reasonably request. A copy of any such
Officer's Certificate (and accompanying information) of a Master Servicer shall
also be delivered promptly to the Special Servicer, a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer for the subject Mortgage Loan or REO
Property, and a copy of any such Officer's Certificates (and accompanying
information) of the Trustee or the Fiscal Agent shall also be promptly delivered
to the Certificate Administrator, the Controlling Class Representative, the
Special Servicer and the Master Servicer for the subject Mortgage Loan or REO
Property. The applicable Master Servicer shall consider Unliquidated Advances in
respect of prior Servicing Advances as outstanding Advances for purposes of
recoverability determinations as if such Unliquidated Advance were a Servicing
Advance.

     The Special Servicer for each Pooled Mortgage Loan shall also be entitled
to make a determination (subject to the same standards and procedures that apply
in connection with a determination by the applicable Master Servicer) to the
effect that a prior Servicing Advance (or Unliquidated Advance in respect
thereof) previously made hereunder by the applicable Master Servicer (or, if
applicable, the Trustee or the Fiscal Agent) constitutes a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance by the applicable
Master Servicer (or, if applicable, the Trustee or the Fiscal Agent), if made,
would constitute a Nonrecoverable Servicing Advance, in which case such
Servicing Advance shall constitute a Nonrecoverable Servicing Advance for all
purposes of this Agreement.

     (i) Notwithstanding anything to the contrary set forth herein, the
applicable Master Servicer may (and, at the direction of the Special Servicer if
a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan or an
Administered REO Property is involved, shall) pay directly out of such Master
Servicer's Collection Account any servicing expense that, if paid by the
applicable Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance for the subject Mortgage Loan or REO Property;
provided that (A) it shall be a condition to such payment that the applicable
Master Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan
or an Administered REO Property is involved) has determined in accordance with
the Servicing Standard that


                                     -143-
<PAGE>

making such payment is in the best interests of the Certificateholders and, if
applicable, the Serviced Non-Pooled Mortgage Loan Noteholders (as a collective
whole), as evidenced by an Officer's Certificate delivered promptly to the
Depositor, the Certificate Administrator, the Trustee and the Controlling Class
Representative and, if affected, the Serviced Non-Pooled Mortgage Loan
Noteholders, setting forth the basis for such determination and accompanied by
any information that such Person may have obtained that supports such
determination; (B) if such servicing expense relates to a Serviced Mortgage Loan
Group, the payment of such expense shall be subject to the proviso at the end of
the first paragraph of subsection (I) of Section 3.05(a); and (C) such servicing
expense shall be deemed to constitute a Nonrecoverable Advance for purposes of
subsection (II)(iv) of Section 3.05(a) and the definition of "Principal
Distribution Amount" and the terms and conditions set forth in such subsection
that are applicable to Nonrecoverable Advances shall apply to such servicing
expense. A copy of any such Officer's Certificate (and accompanying information)
of a Master Servicer shall also be delivered promptly to the Controlling Class
Representative (and, if a Serviced Mortgage Loan Group is involved, any affected
Serviced Non-Pooled Mortgage Loan Noteholder(s)) and the Special Servicer, and a
copy of any such Officer's Certificate (and accompanying information) of the
Special Servicer shall also be promptly delivered to the applicable Master
Servicer and the Controlling Class Representative (and, if a Serviced Mortgage
Loan Group is involved, any affected Serviced Non-Pooled Mortgage Loan
Noteholder(s)).

     SECTION 3.12. Property Inspections; Collection of Financial Statements.

     (a) The Special Servicer shall perform or cause to be performed a physical
inspection of a Mortgaged Property securing a Specially Serviced Mortgage Loan
as soon as practicable (but in any event not later than 60 days) after the
subject Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan (and
the Special Servicer shall continue to perform or cause to be performed a
physical inspection of the subject Mortgaged Property at least once per calendar
year thereafter for so long as the subject Serviced Mortgage Loan remains a
Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO
Property); provided that the Special Servicer shall be entitled to reimbursement
of the reasonable and direct out-of-pocket expenses incurred by it in connection
with each such inspection as Servicing Advances and otherwise as contemplated by
Section 3.05(a). The applicable Master Servicer shall, at its own expense,
inspect or cause to be inspected each Mortgaged Property (other than the
Mortgaged Property securing a Non-Trust-Serviced Pooled Mortgage Loan, Mortgaged
Properties related to Specially Serviced Mortgage Loans and REO Properties),
every calendar year beginning in 2005, or every second calendar year beginning
in 2005 if the unpaid principal balance of the related Serviced Pooled Mortgage
Loan is less than $2,000,000; provided that with respect to any Serviced Pooled
Mortgage Loan (other than a Specially Serviced Pooled Mortgage Loan) that has an
unpaid principal balance of less than $2,000,000 and has been placed on the CMSA
Servicer Watch List, the applicable Master Servicer, at its own expense, shall,
at the request of the Controlling Class Representative, inspect or cause to be
inspected the related Mortgaged Property every calendar year beginning in 2005
so long as such Mortgage Loan continues to be on the CMSA Servicer Watch List;
and provided, further, that neither Master Servicer will be obligated to inspect
any particular Mortgaged Property during any one-year or two-year, as
applicable, period contemplated above in this sentence, if the Special Servicer
has already done so during that period pursuant to the preceding sentence. Each
of the Master Servicers and the Special Servicer shall prepare (and, promptly
following preparation, if there has been a material adverse change in the
condition of the subject Mortgaged Property or REO Property, as applicable),
deliver to or make available (on such Master Servicer's or Special Servicer's
internet website) to the Trustee, the Controlling Class Representative, the
applicable Master Servicer or the Special Servicer, and the Rating Agencies) a
written report of each such inspection performed by it or on its behalf that
sets forth in detail the condition of the subject Mortgaged Property and that
specifies the occurrence or existence of: (i) any vacancy in the Mortgaged
Property that is, in the reasonable judgment of such Master Servicer or Special
Servicer (or its respective designee), as the case may be, material and is
evident from such inspection, (ii) any abandonment of the Mortgaged Property,
(iii) any change in the condition or value of the Mortgaged Property that is, in
the reasonable judgment of such Master Servicer or Special Servicer (or its
respective designee), as the case may be, material and is evident from such
inspection, (iv) any waste on or deferred maintenance in respect of the
Mortgaged Property that is evident from such inspection or (v) any capital
improvements made that are evident from such inspection. Such report may be in
the form of the standard property inspection report (or such other form for the
presentation of such information) as may from time to time be recommended by the
CMSA for commercial mortgage-backed securities transactions generally. Each of
the Master Servicers and the Special Servicer shall deliver to the


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Controlling Class Representative and, upon request, to the Certificate
Administrator and the Trustee a copy (or image in suitable electronic media) of
each such written report prepared by it, in each case within 30 days following
the request (or, if later or if request is not required, within 30 days
following the later of completion of the related inspection if the inspection is
performed by the applicable Master Servicer or the Special Servicer, as
appropriate, or receipt of the related inspection report if the inspection is
performed by a third party).

     (b) Commencing with respect to the calendar quarter ended March 31, 2005,
the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and
the applicable Master Servicer, in the case of each Performing Serviced Mortgage
Loan, shall make reasonable efforts to collect promptly from each related
Borrower quarterly and annual operating statements, budgets and rent rolls of
the related Mortgaged Property, and quarterly and annual financial statements of
such Borrower, whether or not delivery of such items is required pursuant to the
terms of the related Mortgage Loan Documents. The applicable Master Servicer
shall deliver images in suitable electronic media of all of the foregoing items
so collected or obtained by it to the Persons and in the time and manner set
forth in Section 4.02(d). In addition, the Special Servicer shall cause
quarterly and annual operating statements, budgets and rent rolls to be
regularly prepared in respect of each REO Property and shall collect all such
items promptly following their preparation. The Special Servicer shall deliver
images in suitable electronic media of all of the foregoing items so collected
or obtained by it to the applicable Master Servicer and the Controlling Class
Representative, within 30 days of its receipt thereof.

     SECTION 3.13. Annual Statement as to Compliance.

     Each of the Master Servicers and the Special Servicer shall deliver to the
Trustee, the Certificate Administrator, the Depositor, the Underwriters, the
Controlling Class Representative and (only if such delivery is being made by the
applicable Master Servicer or the Special Servicer for a Serviced Mortgage Loan
Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), on or
before March 15 (except that such date shall be May 1st for every year after
notice is provided by (i) the Certificate Administrator and (ii) each
counterpart to the Certificate Administrator in any securitization of any of the
Lincoln Square Non-Pooled Pari Passu Mortgage Loans, of its filing of a Form 15
relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act as provided for in Section 8.15(a) (or, in the case of any
securitization of the Lincoln Square Non-Pooled Pari Passu Mortgage Loans, any
substantially similar provision in the pooling and servicing agreement related
to such securitization, provided that a copy of such agreement has been
delivered to the parties hereto unless such party was a party to such other
pooling and servicing agreement)) of each year, beginning in 2005, an Officer's
Certificate (the "Annual Performance Certification") stating, as to the signer
thereof, that (i) a review of the activities of such Master Servicer or the
Special Servicer, as the case may be, during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
such Master Servicer or the Special Servicer, as the case may be, has fulfilled
all of its obligations under this Agreement in all material respects throughout
such year (or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof), and (iii) such Master Servicer or the Special Servicer, as
the case may be, has received no notice regarding the qualification, or
challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust
Pool as a Grantor Trust from the IRS or any other governmental agency or body
(or, if it has received any such notice, specifying the details thereof).

     SECTION 3.14. Reports by Independent Public Accountants.

     On or before March 15 (except that such date shall be May 1st for every
year after notice is provided by (i) the Certificate Administrator and (ii) each
counterpart to the Certificate Administrator in any securitization of any of the
Lincoln Square Non-Pooled Pari Passu Mortgage Loans, of its filing of a Form 15
relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act as provided for in Section 8.15(a) (or, in the case of any
securitization of the Lincoln Square Non-Pooled Pari Passu Mortgage Loans, any
substantially similar provision in the pooling and servicing agreement related
to such securitization , provided that a copy of such agreement has been
delivered to the parties hereto unless such party was a party to such other
pooling and servicing agreement)) of each year, beginning in 2005, each of the
Master Servicers and the Special Servicer, at its expense, shall cause a firm of
independent public accountants that is a member of the American Institute of
Certified Public Accountants to render and to deliver (or shall


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itself deliver such a statement that has been rendered) a statement (the "Annual
Accountants' Report") to the Trustee, the Certificate Administrator, the
Depositor, the Underwriters, the Controlling Class Representative and (only if
such delivery is being made with respect to the applicable Master Servicer or
the Special Servicer for a Serviced Mortgage Loan Group) the respective Serviced
Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm has
examined the servicing operations of such Master Servicer or the Special
Servicer, as the case may be, for the previous calendar year and that, on the
basis of such examination, conducted substantially in compliance with USAP, such
firm confirms that such Master Servicer or the Special Servicer, as the case may
be, has complied during such previous calendar year with the minimum servicing
standards (to the extent applicable to commercial and multifamily mortgage
loans) identified in USAP in all material respects, except for such significant
exceptions or errors in records that, in the opinion of such firm, USAP requires
it to report. In rendering its report such firm may rely, as to matters relating
to the direct servicing of securitized commercial and multifamily mortgage loans
by sub-servicers, upon comparable reports of firms of independent certified
public accountants rendered on the basis of examinations conducted in accordance
with the same standards (rendered within one year of such report) with respect
to those sub-servicers.

     SECTION 3.15. Access to Information.

     (a) Each of the Master Servicers and the Special Servicer shall afford to
the OTS, the FDIC, any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder or Certificate Owner, the
Certificate Administrator, the Trustee, the Fiscal Agent, the Depositor, each
Underwriter, each Rating Agency, the Controlling Class Representative and each
Serviced Non-Pooled Mortgage Loan Noteholder, access to any records regarding
the Mortgage Loans (or, in the case of a Serviced Non-Pooled Mortgage Loan
Noteholders, only the related Serviced Non-Pooled Mortgage Loans) and the
servicing thereof within its control, except to the extent it is prohibited from
doing so by applicable law, the terms of the related Mortgage Loan Documents or
contract entered into prior to the Closing Date or to the extent such
information is subject to a privilege under applicable law to be asserted on
behalf of the Certificateholders. At the election of the applicable Master
Servicer, such access may be afforded to the Certificate Administrator, the
Trustee, the Fiscal Agent, the Depositor, each Rating Agency, the Controlling
Class Representative and each Serviced Non-Pooled Mortgage Loan Noteholder, by
the delivery of copies of information as requested by such Person and the
applicable Master Servicer shall be permitted to require payment of a sum
sufficient to cover the reasonable out-of-pocket costs incurred by it in making
such copies (other than with respect to the Rating Agencies); provided, however,
that the applicable Master Servicer shall be entitled to require such payment
from the Controlling Class Representative in any single calendar month only to
the extent that such costs in such month exceed $100.00. Such access shall
otherwise be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the particular Master
Servicer or Special Servicer, as the case may be, designated by it.

     (b) In connection with providing access to information pursuant to clause
(a) of this Section 3.15, each of the Master Servicers and the Special Servicer
may (i) affix a reasonable disclaimer to any information provided by it for
which it is not the original source (without suggesting liability on the part of
any other party hereto); (ii) affix to any information provided by it a
reasonable statement regarding securities law restrictions on such information
and/or condition access to information on the execution of a reasonable
confidentiality agreement; (iii) withhold access to confidential information or
any intellectual property; and (iv) withhold access to items of information
contained in the Servicing File for any Serviced Mortgage Loan if the disclosure
of such items is prohibited by applicable law or the provisions of any related
Mortgage Loan Documents or would constitute a waiver of the attorney-client
privilege.

     (c) Upon the request of the Controlling Class Representative made not more
frequently than once a month during the normal business hours of the Master
Servicers and the Special Servicer, each of the Master Servicers and the Special
Servicer shall, without charge, make a knowledgeable Servicing Officer available
either by telephone (with Servicing Officers of each of the Master Servicers and
Special Servicer participating simultaneously if the Controlling Class
Representative so requests) or, at the option of the Controlling Class
Representative if it provides reasonable advance notice, at the office of such
Servicing Officer, to verbally answer questions from the Controlling Class
Representative regarding the performance and servicing of the Serviced Mortgage
Loans and/or Administered REO Properties for which such Master Servicer or the
Special Servicer, as the case may be, is responsible.


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     (d) Notwithstanding any provision of this Agreement to the contrary, the
failure of a Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that such Master Servicer or
the Special Servicer, as the case may be, determines, in its reasonable and good
faith judgment consistent with the Servicing Standard, that such disclosure
would violate applicable law or any provision of a Mortgage Loan Document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties, constitute a waiver of the attorney-client privilege on
behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or
the Trust Fund.

     (e) None of the Master Servicers or the Special Servicer shall be liable
for providing, disseminating or withholding information in accordance with the
terms of this Agreement. In addition to their other rights hereunder, each of
the Master Servicers and the Special Servicer (and their respective employees,
attorneys, officers, directors and agents) shall, in each case, be indemnified
by the Trust Fund for any claims, losses or expenses arising from any such
provision, dissemination or withholding.

     SECTION 3.16. Title to Administered REO Property; REO Account.

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

     (b) The Special Servicer shall segregate and hold all funds collected and
received by it in connection with any Administered REO Property separate and
apart from its own funds and general assets. If any REO Acquisition occurs in
respect of any Mortgaged Property securing a Serviced Mortgage Loan, then the
Special Servicer shall establish and maintain one or more accounts
(collectively, an "REO Account"), to be held on behalf of the Trustee in trust
for the benefit of the Certificateholders (or, in the case of any REO Property
related to a Serviced Mortgage Loan Group, on behalf of both the
Certificateholders and the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), as a collective


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<PAGE>

whole, for the retention of revenues and other proceeds derived from such
Administered REO Property. Each account that constitutes an REO Account shall be
an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in its REO Account, within one Business Day following receipt, all
REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
received in respect of an Administered REO Property. Funds in an REO Account may
be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer is authorized to pay out of related Liquidation Proceeds,
Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation
Expenses incurred in respect of an Administered REO Property and outstanding at
the time such proceeds are received, as well as any other items that otherwise
may be paid by the applicable Master Servicer out of such Liquidation Proceeds
as contemplated by Section 3.05(a). The Special Servicer shall be entitled to
make withdrawals from its REO Account to pay itself, as Additional Special
Servicing Compensation, interest and investment income earned in respect of
amounts held in such REO Account as provided in Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such REO Account
for any Collection Period). The Special Servicer shall give notice to the other
parties hereto of the location of its REO Account when first established and of
the new location of such REO Account prior to any change thereof.

     (c) The Special Servicer shall withdraw from its REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any Administered REO Property, but only to the extent of amounts
on deposit in such REO Account relating to such Administered REO Property.
Monthly within two (2) Business Days following the end of each Collection
Period, the Special Servicer shall withdraw from its REO Account and deposit
into the applicable Master Servicer's Collection Account, or deliver to the
applicable Master Servicer for deposit into such Collection Account, the
aggregate of all amounts received in respect of each Administered REO Property
during such Collection Period that are then on deposit in such REO Account, net
of any withdrawals made out of such amounts pursuant to the preceding sentence;
provided that (A) in the case of each Administered REO Property, the Special
Servicer may retain in its REO Account such portion of such proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management, leasing, maintenance and disposition of such
Administered REO Property (including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period and (B)
if such REO Property relates to a Serviced Mortgage Loan Group, the applicable
Master Servicer shall make, from such amounts so deposited or remitted as
described above, any deposits into any related Companion Note Custodial Account
contemplated by Section 3.04(e). For the avoidance of doubt, such amounts
withdrawn from an REO Account and deposited into the applicable Master
Servicer's Collection Account following the end of each Collection Period
pursuant to the preceding sentence shall, upon such deposit, be construed to
have been received by the applicable Master Servicer during such Collection
Period.

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

     (e) Notwithstanding anything to the contrary, this Section 3.16 shall not
apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

     SECTION 3.17. Management of Administered REO Property.

     (a) Prior to the acquisition of title to any Mortgaged Property securing a
defaulted Serviced Mortgage Loan, 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. If the
Special Servicer determines from such review that:

          (i) None of the income from Directly Operating such Mortgaged 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"), then such Mortgaged Property may be Directly Operated by the Special
     Servicer as REO Property, other than holding such REO Property for sale or
     lease or performing construction work thereon;


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<PAGE>

          (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 judgment of the Special Servicer, exercised in
     accordance with the Servicing Standard, it is commercially reasonable) so
     lease or otherwise operate 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
     either (i) that the income or earnings with respect to such REO Property
     will offset any REO Tax relating to such income or earnings and will
     maximize the net recovery from the applicable REO Property to the
     Certificateholders or (ii) that no commercially reasonable means exists to
     operate such property as REO Property without the Trust incurring or
     possibly incurring an REO Tax on income from such property, then the
     Special Servicer shall deliver to the Tax Administrator and the Controlling
     Class Representative, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall include potential
     sources of income and good faith estimates of the amount of income from
     each such source. Within a reasonable period of time after receipt of such
     plan, the Tax Administrator shall consult with the Special Servicer and
     shall advise the Special Servicer of the Trust's federal income tax
     reporting position with respect to the various sources of income that the
     Trust would derive under the Proposed Plan. In addition, the Tax
     Administrator shall (to the maximum extent reasonably possible and at a
     reasonable fee, which fee shall be an expense of the Trust) advise the
     Special Servicer of the estimated amount of taxes that the Trust 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 Tax
     Administrator, the Special Servicer shall either (A) implement the Proposed
     Plan (after acquiring the respective Mortgaged Property as REO Property) or
     (B) manage and operate such property in a manner that would not result in
     the imposition of an REO Tax on the income derived from such property.

     Subject to Section 3.17(b), the Special Servicer's decision as to how each
Administered REO Property shall be managed and operated shall be in accordance
with the Servicing Standard. Neither the Special Servicer nor the Tax
Administrator shall be liable to the Certificateholders, the Trustee, the Trust,
the other parties hereto, any beneficiaries hereof or each other for errors in
judgment made in good faith in the exercise of their discretion while performing
their respective responsibilities under this Section 3.17(a) with respect to any
Administered REO Property. Nothing in this Section 3.17(a) is intended to
prevent the sale of any Administered REO Property pursuant to the terms and
subject to the conditions of Section 3.18.

     (b) If title to any Administered REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (or, in the case of any REO Property related
to a Serviced Mortgage Loan Group, on behalf of both the Certificateholders and
the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), as a collective
whole, solely for the purpose of its prompt disposition and sale in accordance
with Section 3.18, in a manner that does not cause such Administered REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a),
result in the receipt by any REMIC Pool of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, in an Adverse
REMIC Event with respect to any REMIC Pool or in an Adverse Grantor Trust Event
with respect to either Grantor Trust Pool. Except as contemplated by Section
3.17(a), the Special Servicer shall not enter into any lease, contract or other
agreement with respect to any Administered REO Property that causes the Trust to
receive, and (unless required to do so under any lease, contract or agreement to
which the Special Servicer or the Trust may become a party or successor to a
party due to a foreclosure, deed-in-lieu of foreclosure or other similar
exercise of a creditor's rights or remedies with respect to the related Serviced
Mortgage Loan) shall not, with respect to any Administered REO Property, cause
or allow the Trust to receive, any "net income from foreclosure property" that
is subject to taxation under the REMIC Provisions. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection with the administration of any Administered REO
Property, as are consistent with the Servicing Standard and, consistent
therewith, shall withdraw from its REO


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<PAGE>

Account , to the extent of amounts on deposit therein with respect to such REO
Property, funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including:

          (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 other costs and expenses necessary to maintain, lease, sell,
     protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the Special Servicer's REO Account with
respect to any Administered REO Property are insufficient for the purposes
contemplated by the preceding sentence with respect to such REO Property, the
applicable Master Servicer shall, at the direction of the Special Servicer, but
subject to Section 3.11(h), make a Servicing Advance of such amounts as are
necessary for such purposes unless such Master Servicer or the Special Servicer
determines, in its reasonable judgment, that such advances would, if made, be
Nonrecoverable Servicing Advances; provided, however, that such Master Servicer
may in its sole discretion 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) The Special Servicer may, and, if required for the Administered REO
Property to continue to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code, shall, contract with any Independent Contractor
for the operation and management of any Administered 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) shall be reasonable and customary in consideration of the
     nature and locality of such REO Property;

          (iii) any such contract shall be consistent with Treasury Regulations
     Section 1.856-6(e)(6) and shall require, or shall be administered to
     require, that the Independent Contractor, in a timely manner, (A) pay all
     costs and expenses incurred in connection with the operation and management
     of such REO Property, including those listed in Section 3.17(b) above, and
     (B) remit all related revenues collected (net of its fees and such costs
     and expenses) to the Special Servicer upon receipt;

          (iv) none of the provisions of this Section 3.17(c) relating to any
     such contract or to actions taken through any such Independent Contractor
     shall be deemed to relieve the Special Servicer of any of its duties and
     obligations hereunder with respect to the operation and management of any
     such REO Property; and

          (v) the Special Servicer shall be obligated with respect thereto to
     the same extent as if it alone were performing all duties and obligations
     in connection with the operation and management of such REO Property, and
     the Special Servicer shall comply with the Servicing Standard in
     maintaining such Independent Contractor.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any Administered REO
Property are greater than the revenues available from such property, such excess
costs shall be covered by, and be


                                     -150-
<PAGE>

reimbursable as, a Servicing Advance.

     (d) Notwithstanding anything to the contrary, this Section 3.17 shall not
apply to any REO Property related to either Non-Trust-Serviced Pooled Mortgage
Loan.

     SECTION 3.18. Fair Value Option; Sale of Administered REO Properties; Sale
                   of Non-Trust-Serviced Pooled Mortgage Loans.

     (a) The applicable Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Pooled Mortgage Loan or
REO Property (or, in the case of any REO Property related to a Mortgage Loan
Group, such REO Property and/or the beneficial interest of the Trust Fund in
such REO Property) only (i) on the terms and subject to the conditions set forth
in this Section 3.18, (ii) as otherwise expressly provided in or contemplated by
Sections 2.03 and 9.01 of this Agreement, (iii) in the case of a Pooled Mortgage
Loan (or REO Property related thereto) with a related mezzanine loan or
subordinate loan, in connection with a Mortgage Loan default as set forth in the
related intercreditor agreement or (iv) in the case of any Non-Trust-Serviced
Pooled Mortgage Loan (or REO Property related thereto), by the applicable Master
Servicer and/or the Trustee pursuant to a purchase option (if any) under the
related Mortgage Loan Group Intercreditor Agreement and/or the related Non-Trust
Servicing Agreement.

     (b) If any Pooled Mortgage Loan becomes a Specially Designated Defaulted
Pooled Mortgage Loan, then the Special Servicer shall so notify the Certificate
Administrator, the Trustee, the applicable Master Servicer, the Controlling
Class Representative and the Holder(s) of the Controlling Class, in writing. In
addition, the Special Servicer shall determine (in accordance with the Servicing
Standard, taking into account the considerations contemplated by the following
paragraph, but without regard to the Purchase Option provided for in Section
3.18(c) below), and report to the Trustee, the applicable Master Servicer, the
Controlling Class Representative and the Holder(s) of the Controlling Class, the
Fair Value of such Pooled Mortgage Loan. The Special Servicer's determination of
the Fair Value of any Specially Designated Defaulted Pooled Mortgage Loan shall
be made as soon as reasonably practicable upon written request from the holder
of the Purchase Option, but in no event later than 30 days after the Special
Servicer receives such written request and the requisite Appraisal or any other
third-party reports that it deems necessary to make the determination. If at any
time the Special Servicer becomes aware of any circumstances or conditions that
have occurred or arisen with respect to any Specially Designated Defaulted
Pooled Mortgage Loan or the related Mortgaged Property subsequent to, and that
would, in the Special Servicer's reasonable judgment, materially affect, the
Special Servicer's most recent Fair Value determination with respect to such
Specially Designated Defaulted Pooled Mortgage Loan, then the Special Servicer
shall redetermine (in a manner as is permitted above, but taking into account
any such new circumstances or conditions known to the Special Servicer), and
report to the Certificate Administrator, the Trustee, the Controlling Class
Representative and the applicable Master Servicer (and the Certificate
Administrator shall, in turn, report to the Holder(s) of the Controlling Class),
the updated Fair Value of the subject Specially Designated Defaulted Pooled
Mortgage Loan. In addition, if the Special Servicer has not accepted a bid at
the Fair Value of the Mortgage Loan, as most recently determined by the Special
Servicer, prior to the expiration of 90 days from such determination, and
thereafter the Special Servicer receives a bid at such Fair Value or a request
from a holder of the Purchase Option for an updated determination of the Fair
Value of the Mortgage Loan, the Special Servicer shall redetermine (in the same
manner as provided above, but taking into account any such new circumstances or
conditions known to the Special Servicer), and report to the Trustee, the
Certificate Administrator, the Controlling Class Representative and the
applicable Master Servicer (and the Certificate Administrator shall, in turn,
report to the Holder(s) of the Controlling Class), the updated Fair Value of the
subject Specially Designated Defaulted Pooled Mortgage Loan; provided, however,
that the Special Servicer may rely on the existing third-party information if it
deems such reliance to be reasonable.

     In determining the Fair Value of any Specially Designated Defaulted Pooled
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 related Mortgaged Property is
located, and the time and expense associated with and the expected recovery from
a purchaser's foreclosing on the related Mortgaged Property or working out such
Mortgage Loan. In addition, the Special Servicer shall refer to all relevant
information contained in the Servicing File, shall take into account the most


                                     -151-
<PAGE>

recent Appraisal obtained or conducted with respect to the related Mortgaged
Property in the preceding 12-month period in accordance with this Agreement and
shall not determine the Fair Value of any Specially Designated Defaulted Pooled
Mortgage Loan without such an Appraisal; provided that the Special Servicer
shall take account of any change in the circumstances regarding or the condition
of the related Mortgaged Property known to the Special Servicer that has
occurred or arisen subsequent to, and that would materially affect the value of
the related Mortgaged Property reflected in, such Appraisal. Furthermore, the
Special Servicer shall consider 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, to the extent it is reasonable to do so in
accordance with the Servicing Standard, conclusively rely on any opinions or
reports of qualified Independent third parties expert in real estate or
commercial mortgage loan matters with at least 5 years experience in valuing or
investing in loans similar to the subject Specially Designated Defaulted
Mortgage Loan in making such determination. The reasonable costs of all
appraisals, inspection reports and broker opinions of value, incurred by the
Special Servicer pursuant to this Section 3.18(b) shall constitute, and be
reimbursable as, Servicing Advances. The other parties to this Agreement shall
cooperate with all reasonable requests for information made by the Special
Servicer in order to allow the Special Servicer to perform its duties pursuant
to this Section 3.18(b).

     Notwithstanding the foregoing, no Fair Value shall be determined under this
Agreement with respect to the Lincoln Square Non-Trust-Serviced Pooled Mortgage
Loan.

     Notwithstanding any provision set forth above to the contrary and upon the
written request of the holder of the Purchase Option, (i) the Special Servicer
shall be entitled to make its Fair Value determination with respect to the World
Apparel Center Pooled Mortgage Loan on the basis of the appraisal and other
"determination information" furnished to it by the related Non-Trust Special
Servicer pursuant to the terms of the related Non-Trust Servicing Agreement (but
the Special Servicer shall nonetheless make its own Fair Value determination
without reliance on the fair value analysis or conclusion of such Non-Trust
Special Servicer) and (ii) in accordance with the collective arrangements
evidenced by such Non-Trust Servicing Agreement and the World Apparel Center
Intercreditor Agreement, the Special Servicer shall notify the holders of the
World Apparel Center Non-Pooled Pari Passu Companion Loans of the Special
Servicer's proposed Fair Value determination (or any revision thereof made
pursuant to the terms of this subsection (b) or Section 3.18(c) below and shall
deliver to them a copy of any documentation supporting such Fair Value
determination (or such revision thereof).

     (c) The Majority Controlling Class Certificateholder(s) or any assignee
thereof may, at its or their option, purchase from the Trust any Specially
Designated Defaulted Pooled Mortgage Loan (such option, the "Purchase Option"),
at a cash price (the "Option Price") equal to the Fair Value of such Mortgage
Loan (as most recently determined by the Special Servicer and reported to the
Trustee, the Certificate Administrator, the Controlling Class Representative and
the applicable Master Servicer as provided in Section 3.18(b) above) or, if no
such Fair Value has yet been established as provided in Section 3.18(b) above or
if the Special Servicer is in the process of redetermining such Fair Value
because of a change in circumstances, equal to the Purchase Price; provided
that:

          (i) the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan will remain in effect only for the period
     (the "Option Period") that commences on the date that such Mortgage Loan
     first becomes a Specially Designated Defaulted Pooled Mortgage Loan and
     ends on the earlier of (A) the date on which such Mortgage Loan becomes a
     Corrected Mortgage Loan or otherwise ceases to be a Specially Designated
     Defaulted Pooled Mortgage Loan and (B) the date on which a Liquidation
     Event occurs with respect to such Pooled Mortgage Loan or the related
     Mortgaged Property becomes an REO Property;

          (ii) the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan shall be assignable by the Majority
     Controlling Class Certificateholder(s) during the Option Period to any
     third party (provided that the parties hereto are notified in writing of
     the assignment);


                                     -152-
<PAGE>

          (iii) if the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan is not exercised by the Majority Controlling
     Class Certificateholder(s) or any assignee thereof within 60 days after the
     Fair Value of such Mortgage Loan has initially been established as provided
     in Section 3.18(b) above, then the Majority Controlling Class
     Certificateholder(s) shall be deemed to have assigned such Purchase Option,
     for a 30-day period only, to the Special Servicer;

          (iv) during the 30-day period following the assignment to it of the
     Purchase Option with respect to any Specially Designated Defaulted Pooled
     Mortgage Loan, the Special Servicer shall be entitled to exercise such
     Purchase Option or to assign such Purchase Option to any third party
     (provided that the other parties hereto are notified in writing of the
     assignment);

          (v) if the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan is not exercised by the Special Servicer or
     its assignee within the 30-day period following the assignment of such
     Purchase Option to the Special Servicer as contemplated by clause (iii)
     above, then such Purchase Option will automatically revert to the Majority
     Controlling Class Certificateholder(s); and

          (vi) prior to any exercise of the Purchase Option with respect to any
     Specially Designated Defaulted Pooled Mortgage Loan by the Special Servicer
     or any Affiliate thereof, subject to the following paragraph, the Trustee
     shall confirm and report to the applicable Master Servicer, the Certificate
     Administrator and the Special Servicer that the Special Servicer's
     determination of the Fair Value of such Mortgage Loan is consistent with or
     greater than what the Trustee considers to be the Fair Value of such
     Mortgage Loan; provided that the Special Servicer may, at its own expense,
     revise any such Fair Value determination that is rejected by the Trustee,
     it being understood and agreed that such revised Fair Value determination
     will likewise be subject to confirmation in accordance with this clause
     (vi).

     Notwithstanding anything contained in clause (vi) of the preceding
paragraph to the contrary, if the Trustee is required to confirm or reject the
Special Servicer's Fair Value determination as contemplated by such clause (vi),
the Trustee may (at its option and at the expense of the Trust Fund) designate
an Independent third party expert in real estate or commercial mortgage loan
matters with at least 5 years' experience in valuing or investing in loans
similar to the subject Specially Designated Defaulted Pooled Mortgage Loan, that
has been selected with reasonable care by the Trustee to confirm that the
Special Servicer's Fair Value determination as contemplated by such clause (vi)
is consistent with or greater than what the Independent third party considers to
be the Fair Value of such Mortgage Loan. In the event that the Trustee
designates such a third party to make such determination, the Trustee shall be
entitled to rely upon such third party's determination. The reasonable costs of
all appraisals, inspection reports and broker opinions of value, incurred by the
Trustee or any such third party pursuant to this paragraph or clause (vi) of the
preceding paragraph shall be advanced by the applicable Master Servicer and
shall constitute, and be reimbursable as, Servicing Advances; provided that, the
fees payable to a third party expert pursuant to this paragraph or clause (vi)
shall not exceed a commercially reasonable sum as determined by the Trustee. The
Special Servicer shall provide the Trustee with all information that the Special
Servicer utilized in determining the Fair Value that is being confirmed.

     Any party entitled to do so may exercise the Purchase Option with respect
to any Specially Designated Defaulted Pooled Mortgage Loan by providing to the
Certificate Administrator, the Trustee, the applicable Master Servicer and the
Special Servicer:

          (i) written notice of its intention to purchase such Mortgage Loan at
     the Option Price; and

          (ii) if such party is the assignee of the Special Servicer or the
     Majority Controlling Class Certificateholder(s), evidence of its right to
     exercise such Purchase Option.

The actual purchase of such Specially Designated Defaulted Pooled Mortgage Loan
shall occur (by delivery of cash in the amount of the applicable Option Price to
the Special Servicer for deposit in the applicable Master Servicer's Collection
Account) no later than ten days after the later of (i) such exercise of the
Purchase Option with respect to such Mortgage


                                     -153-
<PAGE>

Loan and (ii) if applicable, the confirmation of the Special Servicer's Fair
Value determination with respect to such Mortgage Loan in accordance with clause
(vi) of the first paragraph of this Section 3.18(c) and/or in accordance with
the second paragraph of this Section 3.18(c).

     Notwithstanding the Purchase Option provided for in this Section 3.18(c),
the Special Servicer shall proceed in respect of any Specially Designated
Defaulted Pooled Mortgage Loan in accordance with Section 3.09 and/or Section
3.20, without regard to such Purchase Option.

     In no event shall there be a Purchase Option hereunder with respect to the
Lincoln Square Non-Trust-Serviced Pooled Mortgage Loan. However, in the event of
the exercise of a similar option under the related Non-Trust Servicing Agreement
and/or pursuant to the related Mortgage Loan Group Intercreditor Agreement, the
Trustee shall sell such Non-Trust-Serviced Pooled Mortgage Loan in accordance
with such agreement.

     For the avoidance of doubt, the parties hereto acknowledge that there shall
be a Purchase Option hereunder with respect to the World Apparel Center Pooled
Mortgage Loan.

     (d) The Special Servicer shall use its reasonable efforts, consistent with
the Servicing Standard, to solicit cash bids for each Administered REO Property
in such manner as will be reasonably likely to realize a fair price (determined
pursuant to Section 3.18(e) below) for any Administered REO Property within a
customary and normal time frame for the sale of comparable properties (and, in
any event, within the time period provided for by Section 3.16(a)). The Special
Servicer shall accept the first (and, if multiple cash bids are received by a
specified bid date, the highest) cash bid received from any Person that
constitutes a fair price (determined pursuant to Section 3.18(e) below) for such
Administered REO Property. If the Special Servicer reasonably believes that it
will be unable to realize a fair price (determined pursuant to Section 3.18(e)
below) with respect to any Administered REO Property within the time constraints
imposed by Section 3.16(a), then the Special Servicer shall, consistent with the
Servicing Standard, dispose of such REO Property upon such terms and conditions
as it shall deem necessary and desirable to maximize the recovery thereon under
the circumstances.

     The Special Servicer shall give the Certificate Administrator, the Trustee,
the applicable Master Servicer and the Controlling Class Representative not less
than five (5) Business Days' prior written notice of its intention to sell any
Administered REO Property pursuant to this Section 3.18(d). No Pooled Mortgage
Loan Seller, Certificateholder or any Affiliate of any such Person shall be
obligated to submit a bid to purchase any Administered REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Administered REO Property pursuant hereto.

     (e) Whether any cash bid constitutes a fair price for any Administered REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer or, if such cash bid is from the Special Servicer or any Affiliate of
the Special Servicer, by the Trustee. In determining whether any bid received
from the Special Servicer or an Affiliate of the Special Servicer represents a
fair price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent Appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such Appraisal or if there has been a material change
at the subject property since any such Appraisal, on a new Appraisal to be
obtained by the Special Servicer, the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance). The appraiser conducting any such new
Appraisal shall be a Qualified Appraiser that is (i) selected by the Special
Servicer if neither the Special Servicer nor any Affiliate thereof is bidding
with respect to the subject Administered REO Property and (ii) selected by the
Trustee if either the Special Servicer or any Affiliate thereof is so bidding.
Where any Pooled Mortgage Loan Seller, any Certificateholder or any Affiliate of
any such Person is among those bidding with respect to any Administered REO
Property, the Special Servicer shall require that all bids be submitted to it
(or, if the Special Servicer or an Affiliate thereof is bidding, be submitted to
the Trustee) in writing and be accompanied by a refundable deposit of cash in an
amount equal to 5% of the bid amount. In determining whether any bid from a
Person other than any Pooled Mortgage Loan Seller, any Certificateholder or any
Affiliate of any such Person constitutes a fair price for any Administered REO
Property, the Special Servicer shall take into account the results of any
Appraisal or updated Appraisal that it or the applicable Master


                                     -154-
<PAGE>

Servicer may have obtained in accordance with this Agreement within the prior
twelve (12) months, as well as, among other factors, the occupancy level and
physical condition of such REO Property, the state of the then current local
economy and commercial real estate market where such REO Property is located and
the obligation to dispose of such REO Property within a customary and normal
time frame for the sale of comparable properties (and, in any event, within the
time period specified in Section 3.16(a)). The Purchase Price for any
Administered REO Property (which, in connection with an Administered REO
Property related to a Mortgage Loan Group serviced hereunder, shall be construed
and calculated as if all the Mortgage Loans in such Mortgage Loan Group together
constitute a single "Pooled Mortgage Loan" thereunder) shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18,
no cash bid from the Special Servicer or any Affiliate thereof shall constitute
a fair price for any Administered REO Property unless such bid is the highest
cash bid received and at least two Independent bids (not including the bid of
the Special Servicer or any Affiliate) have been received. In the event the bid
of the Special Servicer or any Affiliate thereof is the only bid received or is
the higher of only two bids received, then additional bids shall be solicited.
If an additional bid or bids, as the case may be, are received for any
Administered REO Property and the original bid of the Special Servicer or any
Affiliate thereof is the highest of all bids received, then the bid of the
Special Servicer or such Affiliate shall be accepted, provided that the Trustee
has otherwise determined, as provided above in this Section 3.18(e), that such
bid constitutes a fair price for the subject Administered REO Property. Any bid
by the Special Servicer for any Administered REO Property shall be
unconditional; and, if accepted, the subject Administered REO Property shall be
transferred to the Special Servicer without recourse, representation or warranty
other than customary representations as to title given in connection with the
sale of a real property.

     (f) Subject to Sections 3.18(a) through 3.18(e) above, the Special Servicer
shall act on behalf of the Trustee in negotiating with Independent third parties
in connection with the sale of any Administered REO Property and taking any
other action necessary or appropriate in connection with the sale of any
Specially Designated Defaulted Pooled Mortgage Loan or Administered REO
Property, and the collection of all amounts payable in connection therewith. In
connection with the sale of any Administered REO Property, the Special Servicer
may charge prospective bidders, and may retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating bids without obligation to deposit such
amounts into a Collection Account; provided, that if the Special Servicer was
previously reimbursed for such costs from the Collection Account, then the
Special Servicer must deposit such amounts into a Collection Account. Any sale
of a Specially Designated Defaulted Pooled Mortgage Loan or any Administered REO
Property shall be final and without recourse to the Trustee or the Trust, and if
such sale is consummated in accordance with the terms of this Agreement, neither
the Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

     (g) Any sale of any Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property shall be for cash only.

     (h) The applicable Master Servicer shall act on behalf of the Trustee in
coordinating with independent third parties seeking to purchase a
Non-Trust-Serviced Pooled Mortgage Loan by, and taking any other action
necessary or appropriate in connection with the sale of such Non-Trust-Serviced
Pooled Mortgage Loan to, any purchase option holder with respect thereto
pursuant to the related Non-Trust Servicing Agreement and/or the related
Mortgage Loan Group Intercreditor Agreement, and the collection of all amounts
payable in connection therewith. Any sale of a Non-Trust-Serviced Pooled
Mortgage Loan pursuant to the related Non-Trust Servicing Agreement and/or the
related Mortgage Loan Group Intercreditor Agreement shall be final and without
recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of the related Non-Trust Servicing Agreement and/or
the related Mortgage Loan Group Intercreditor Agreement, none of the applicable
Master Servicer, the Special Servicer or the Trustee shall have any liability to
any Certificateholder with respect to the purchase price for such
Non-Trust-Serviced Pooled Mortgage Loan accepted on behalf of the Trust.

     (i) If any Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property is sold under this Section 3.18, or a
Non-Trust-Serviced Pooled Mortgage Loan is sold in accordance with this
Agreement and pursuant to the related Mortgage Loan Group Intercreditor
Agreement or the related Non-Trust Servicing Agreement,


                                     -155-
<PAGE>

then the purchase price shall be deposited into the applicable Master Servicer's
Collection Account, and the Trustee, upon receipt of written notice from the
applicable Master Servicer to the effect that such deposit has been made (based
upon, in the case of a Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property, notification by the Special Servicer to such Master
Servicer of the amount of the purchase price), 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 ownership of such
Mortgage Loan or REO Property in the Person who purchased such Mortgage Loan or
REO Property.

     (j) [Reserved].

     (k) The purchase option for any Specially Designated Defaulted Pooled
Mortgage Loan pursuant to this Section 3.18 shall terminate, and shall not be
exercisable as set forth in subsections (b) and (c) above (or if exercised, but
the purchase of the subject Pooled Mortgage Loan has not yet occurred, shall
terminate and be of no further force or effect) if and when (i) the Special
Servicer has accepted a Fair Value Bid, (ii) such Specially Designated Defaulted
Pooled Mortgage Loan has become a Corrected Mortgage Loan or has otherwise
ceased to be a Specially Designated Defaulted Pooled Mortgage Loan, (iii) the
related Mortgaged Property has become an REO Property, (iv) a Final Recovery
Determination has been made with respect to such Specially Designated Defaulted
Pooled Mortgage Loan, or (v) such Specially Designated Defaulted Pooled Mortgage
Loan has otherwise been removed from the Trust.

     SECTION 3.19. Additional Obligations of Master Servicers and Special
Servicer.

     (a) Within sixty (60) days (or within such longer period as the Special
Servicer is (as certified thereby to the Trustee in writing) diligently using
reasonable efforts to obtain the Appraisal referred to below) after the earliest
of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified
Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii)
becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or
similar official is appointed and continues for 60 days in such capacity in
respect of the related Mortgaged Property, (iv) the related Borrower becomes the
subject of bankruptcy, insolvency or similar proceedings or, if such proceedings
are involuntary, such proceedings remain undismissed for sixty (60) days, or (v)
any Monthly Payment becomes 60 days or more delinquent and such event
constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger
Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled
Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases
to be such in accordance with the following paragraph, a "Required Appraisal
Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged
Property, unless an Appraisal thereof had previously been received (or, if
applicable, conducted) within the prior twelve (12) months and the Special
Servicer has no knowledge of changed circumstances that in the Special
Servicer's reasonable judgment would materially affect the value of the
Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser,
the cost thereof shall be covered by, and be reimbursable as, a Servicing
Advance, such Advance to be made at the direction of the Special Servicer when
the Appraisal is received by the Special Servicer. Promptly following the
receipt of, and based upon, such Appraisal, the Special Servicer, in
consultation with the Controlling Class Representative, shall determine and
report to the Certificate Administrator, the Trustee and the applicable Master
Servicer the then applicable Appraisal Reduction Amount, if any, with respect to
the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an
Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an
outstanding principal balance of less than $2,000,000 only, consist solely of an
internal valuation performed by the Special Servicer.

     A Serviced Pooled Mortgage Loan shall cease to be a Required Appraisal Loan
if and when, following the occurrence of the most recent Appraisal Trigger
Event, any and all Servicing Transfer Events with respect to such Mortgage Loan
have ceased to exist and no other Appraisal Trigger Event has occurred with
respect thereto during the preceding ninety (90) days.

     For so long as any Serviced Pooled Mortgage Loan or related REO Pooled
Mortgage Loan remains a Required Appraisal Loan, the Special Servicer shall,
within 30 days of each anniversary of such Mortgage Loan's having become a
Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a
Stated Principal Balance of $2,000,000 or less, at the Special Servicer's
option, conduct) an update of the prior Appraisal. If such update is obtained
from a Qualified Appraiser, the cost thereof shall be covered by, and be
reimbursable as, a Servicing Advance, such


                                     -156-
<PAGE>

Advance to be made at the direction of the Special Servicer when the Appraisal
is received by the Special Servicer. Promptly following the receipt of, and
based upon, such update, the Special Servicer shall redetermine, in consultation
with the Controlling Class Representative, and report to the Certificate
Administrator, the Trustee and the applicable Master Servicer the then
applicable Appraisal Reduction Amount, if any, with respect to the subject
Required Appraisal Loan.

     The Controlling Class Representative shall have the right at any time, but
not more frequently that once in any six month period, to require that the
Special Servicer obtain a new Appraisal of the subject Mortgaged Property in
accordance with MAI standards, at the expense of the Controlling Class
Certificateholders. Upon receipt of such Appraisal, the Special Servicer shall
deliver a copy thereof to the Trustee, the applicable Master Servicer, the
Controlling Class Representative. Promptly following the receipt of, and based
upon, such Appraisal, the Special Servicer shall redetermine and report to the
Trustee, the Master Servicer and the Controlling Class Representative the then
applicable Appraisal Reduction Amount, if any, with respect to the subject
Required Appraisal Mortgage Loan.

     (b) Notwithstanding anything to the contrary contained in any other Section
of this Agreement, the Special Servicer shall notify the applicable Master
Servicer whenever a Servicing Advance is required to be made with respect to any
Specially Serviced Mortgage Loan or Administered REO Property, and such Master
Servicer shall (subject to Section 3.11(h)) make such Servicing Advance;
provided that (subject to Section 3.11(h)) the Special Servicer shall make any
Servicing Advance on a Specially Serviced Mortgage Loan or Administered REO
Property that constitutes an Emergency Advance. Each such notice and request
shall be made, in writing, not less than five (5) Business Days (and, to the
extent reasonably practicable, at least ten Business Days) in advance of the
date on which the subject Servicing Advance is to be made and shall be
accompanied by such information and documentation regarding the subject
Servicing Advance as the applicable Master Servicer may reasonably request;
provided, however, that the Special Servicer shall not be entitled to make such
a request more frequently than once per calendar month (although such request
may relate to more than one Servicing Advance). Each Master Servicer shall have
the obligation to make any such Servicing Advance (other than a Nonrecoverable
Servicing Advance) that it is so requested by the Special Servicer to make (as
described above) not later than the date on which the subject Servicing Advance
is to be made, but in no event shall it be required to make any Servicing
Advance on a date that is earlier than five Business Days following such Master
Servicer's receipt of such request. If the request is timely and properly made,
the requesting Special Servicer shall be relieved of any obligations with
respect to a Servicing Advance that it so requests the applicable Master
Servicer to make with respect to any Specially Serviced Mortgage Loan or
Administered REO Property (regardless of whether or not such Master Servicer
shall make such Servicing Advance). If the Special Servicer makes an Emergency
Advance, the Master Servicer shall reimburse the Special Servicer for such
Emergency Advance within five Business Days following receipt of a written
request therefor from the Special Servicer that is accompanied by such
information and documentation regarding the Emergency Advance as the applicable
Master Servicer may reasonably request; provided, however, that if the Special
Servicer could reasonably have anticipated the related Servicing Advance and
made a request in advance for such Servicing Advance under a monthly request
contemplated above, then the Special Servicer shall instead include the
reimbursement request in the next succeeding monthly request under the
provisions otherwise contemplated above and the Master Servicer shall reimburse
the Special Servicer accordingly as otherwise contemplated above. Each Master
Servicer shall be entitled to reimbursement for any Servicing Advance made by it
at the direction of the Special Servicer, together with Advance Interest in
accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same
manner and to the same extent as such Master Servicer is entitled with respect
to any other Servicing Advances made thereby.

     Notwithstanding the foregoing provisions of this Section 3.19(b), a Master
Servicer shall not be required to reimburse the Special Servicer for, or to make
at the direction of the Special Servicer, any Servicing Advance if such Master
Servicer determines in its reasonable judgment that such Servicing Advance,
although not characterized by the requesting Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
Such Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Servicing Advance shall be
reimbursed to the Special Servicer pursuant to Section 3.05(a).

     (c) Each Master Servicer shall deliver to the Certificate Administrator for
deposit in the Distribution Account by 1:00 p.m. (New York City time) on each
Master Servicer Remittance Date, without any right of


                                     -157-
<PAGE>

reimbursement therefor, a cash payment (a "Compensating Interest Payment") in an
amount equal to the aggregate amount of Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Serviced Pooled Mortgage Loans as to which
such Master Servicer is the applicable Master Servicer, to the extent such
Prepayment Interest Shortfalls arose from (A) voluntary Principal Prepayments
made by a Borrower on such Serviced Pooled Mortgage Loans that are not Specially
Serviced Mortgage Loans or defaulted Mortgage Loans or (B) to the extent that
such Master Servicer did not apply the proceeds thereof in accordance with the
terms of the related Mortgage Loan Documents, involuntary principal prepayments
made on such Serviced Pooled Mortgage Loans that are not Specially Serviced
Mortgage Loans or defaulted Mortgage Loans.

     The rights of the Certificateholders to offsets of any Prepayment Interest
Shortfalls shall not be cumulative from Collection Period to Collection Period.

     (d) With respect to each Serviced Pooled Mortgage Loan that is to be
defeased in accordance with its terms, the applicable Master Servicer shall
execute and deliver to each Rating Agency a certification substantially in the
form attached hereto as Exhibit P and, further, shall, to the extent permitted
by the terms of such Mortgage Loan, require the related Borrower (i) to provide
replacement collateral consisting of U.S. government securities within the
meaning of Section 2(a)(16) of the Investment Company Act in an amount
sufficient to make all scheduled payments under the subject Serviced Pooled
Mortgage Loan (or defeased portion thereof) when due (and assuming, in the case
of an ARD Mortgage Loan, to the extent consistent with the related Mortgage Loan
Documents, that the subject Serviced Pooled Mortgage Loan matures on its
Anticipated Repayment Date), (ii) to deliver a certificate from an independent
certified public accounting firm certifying that the replacement collateral is
sufficient to make such payments, (iii) at the option of the applicable Master
Servicer, to designate a single purpose entity (which may be (but is not
required to be) a subsidiary of the applicable Master Servicer established for
the purpose of assuming all defeased Serviced Mortgage Loans) to assume the
subject Serviced Pooled Mortgage Loan (or defeased portion thereof) and own the
defeasance collateral, (iv) to implement such defeasance only after the second
anniversary of the Closing Date, (v) to provide an Opinion of Counsel that the
Trustee has a perfected, first priority security interest in the new collateral,
and (vi) in the case of a partial defeasance of the subject Serviced Pooled
Mortgage Loan, to defease a principal amount equal to at least 125% of the
allocated loan amount for the Mortgaged Property or Properties to be released;
provided that, if (A) the subject Serviced Pooled Mortgage Loan has a Cut-off
Date Principal Balance greater than or equal to $20,000,000 or an outstanding
principal balance greater than or equal to 2% of the aggregate Stated Principal
Balance of the Mortgage Pool or is one of the ten largest Pooled Mortgage Loans
then in the Trust Fund, (B) the terms of the subject Serviced Pooled Mortgage
Loan do not permit the applicable Master Servicer to impose the foregoing
requirements and the applicable Master Servicer does not satisfy such
requirements on its own or (C) the applicable Master Servicer is unable to
execute and deliver the certification attached hereto as Exhibit P in connection
with the subject defeasance, then the applicable Master Servicer shall so notify
the Rating Agencies, the Controlling Class Representative and, so long as such a
requirement would not violate applicable law or the Servicing Standard, obtain a
confirmation that such defeasance will not result in an Adverse Rating Event.
Subject to the related Mortgage Loan Documents and applicable law, the
applicable Master Servicer shall not permit a defeasance unless (i) the subject
Serviced Pooled Mortgage Loan requires the Borrower to pay (or the Borrower in
fact pays) all Rating Agency fees associated with defeasance (if confirmation of
the absence of an Adverse Rating Event is a specific condition precedent
thereto) and all expenses associated with defeasance or other arrangements for
payment of such costs are made at no expense to the Trust Fund or the applicable
Master Servicer (provided, however, that in no event shall such proposed other
arrangements result in any liability to the Trust Fund including any
indemnification of the applicable Master Servicer or the Special Servicer which
may result in legal expenses to the Trust Fund), and (ii) the Borrower is
required to provide all Opinions of Counsel, including Opinions of Counsel that
the defeasance will not cause an Adverse REMIC Event or an Adverse Grantor Trust
Event and that the related Mortgage Loan Documents are fully enforceable in
accordance with their terms (subject to bankruptcy, insolvency and similar
standard exceptions), and any applicable rating confirmations with respect to
the absence of an Adverse Rating Event.


                                     -158-
<PAGE>

     SECTION 3.20. Modifications, Waivers, Amendments and Consents.

     (a) The Special Servicer (in the case of a Serviced Mortgage Loan that is a
Specially Serviced Mortgage Loan) or the applicable Master Servicer (in the case
of a Performing Serviced Mortgage Loan) may (consistent with the Servicing
Standard) agree to any modification, waiver or amendment of any term of, extend
the maturity of, defer or forgive interest (including Default Interest and
Post-ARD Additional Interest) on and principal of, defer or forgive late payment
charges, Prepayment Premiums and Yield Maintenance Charges on, permit the
release, addition or substitution of collateral securing, and/or permit the
release, addition or substitution of the Borrower on or any guarantor of, any
Serviced Mortgage Loan for which it is responsible, subject, however, to
Sections 3.08 and 3.24, and, further to each of the following limitations,
conditions and restrictions:

          (i) other than as expressly set forth in Section 3.02 (with respect to
     Post-ARD Additional Interest and Default Charges), Section 3.08 (with
     respect to due-on-sale and due-on-encumbrance clauses and transfers of
     interests in Borrowers), Section 3.19(e) (with respect to defeasances),
     Section 3.20(e) (with respect to Post-ARD Additional Interest) and Section
     3.20(f) (with respect to various routine matters), the applicable Master
     Servicer shall not agree to any modification, waiver or amendment of any
     term of, or take any of the other acts referenced in this Section 3.20(a)
     with respect to, any Serviced Mortgage Loan, that would affect the amount
     or timing of any related payment of principal, interest or other amount
     payable under such Mortgage Loan or materially and adversely affect the
     security for such Mortgage Loan, unless (solely in the case of a Performing
     Serviced Mortgage Loan) such Master Servicer has obtained the consent of
     the Special Servicer (it being understood and agreed that (A) the
     applicable Master Servicer shall promptly provide the Special Servicer with
     notice of any Borrower request for such modification, waiver or amendment,
     the applicable Master Servicer's recommendations and analysis, and with all
     information reasonably available to the applicable Master Servicer that the
     Special Servicer may reasonably request in order to make an informed
     decision to withhold or grant any such consent, (B) the Special Servicer
     shall decide whether to withhold or grant such consent in accordance with
     the Servicing Standard (and subject to Section 3.24), (C) except with
     respect to any Nationwide Pooled Mortgage Loan, if any such consent has not
     been expressly denied within ten Business Days of the Special Servicer's
     receipt from the applicable Master Servicer of such Master Servicer's
     recommendations and analysis and all information reasonably requested
     thereby and reasonably available to the applicable Master Servicer in order
     to make an informed decision, such consent shall be deemed to have been
     granted and (D) solely with respect to any Nationwide Pooled Mortgage Loan,
     any such consent shall be deemed to have been granted if such consent has
     not been expressly denied either (x) within ten Business Days of the
     Special Servicer's initial receipt of the applicable Master Servicer's
     recommendations and analysis, if the Special Servicer has not requested
     additional information as described above on or before the date that is
     four Business Days following the Special Servicer's receipt of the
     applicable Master Servicer's recommendations and analysis, or (y) within
     six Business Days following the Special Servicer's receipt of the
     additional information requested by the Special Servicer as described
     above, if the Special Servicer has requested such additional information on
     or before the date that is four Business Days following the Special
     Servicer's initial receipt of the applicable Master Servicer's
     recommendations and analysis);

          (ii) other than as provided in Sections 3.02, 3.08, 3.20(e) and
     3.20(f), the Special Servicer shall not agree to (or, in the case of a
     Performing Serviced Mortgage Loan, consent to the applicable Master
     Servicer's agreeing to) any modification, waiver or amendment of any term
     of, or take (or, in the case of a Performing Serviced Mortgage Loan,
     consent to the applicable Master Servicer's taking) any of the other acts
     referenced in this Section 3.20(a) with respect to, any Serviced Mortgage
     Loan that would affect the amount or timing of any related payment of
     principal, interest or other amount payable thereunder or, in the
     reasonable judgment of the Special Servicer, would materially impair the
     security for such Mortgage Loan, unless a material default on such Mortgage
     Loan has occurred or, in the reasonable judgment of the Special Servicer, a
     default in respect of payment on such Mortgage Loan is reasonably
     foreseeable, and such modification, waiver, amendment or other action is
     reasonably likely to produce an equal or a greater recovery to
     Certificateholders (and, in the case of a Serviced Mortgage Loan Group, the
     related Serviced Non-Pooled Mortgage Loan Noteholder(s)), as a collective
     whole, on a net present value basis (the relevant discounting of
     anticipated collections that will be


                                     -159-
<PAGE>

     distributable to Certificateholders and, in the case of a Serviced Mortgage
     Loan Group, the relevant Serviced Non-Pooled Mortgage Loan Noteholder(s) to
     be done at the related Net Mortgage Rate), than would liquidation; provided
     that any modification, extension, waiver or amendment of the payment terms
     of the related Serviced Mortgage Loan Group shall be structured in a manner
     so as to be consistent with the allocation and payment priorities set forth
     in the related Mortgage Loan Documents, including the related Mortgage Loan
     Group Intercreditor Agreement, it being the intention that neither the
     Trust as holder of the related Pooled Mortgage Loan nor any Serviced
     Non-Pooled Mortgage Loan Noteholder shall gain a priority over any other
     with respect to any payment, which priority is not, as of the date of the
     related Mortgage Loan Intercreditor Agreement, reflected in the related
     Mortgage Loan Documents, including the related Mortgage Loan Group
     Intercreditor Agreement;

          (iii) the Special Servicer shall not extend (or, in the case of a
     Performing Serviced Mortgage Loan, consent to the applicable Master
     Servicer's extending) the date on which any Balloon Payment is scheduled to
     be due on any Serviced Mortgage Loan to a date beyond the earliest of (A)
     two years prior to the Rated Final Distribution Date, (B) if such Serviced
     Mortgage Loan is secured by a Mortgage solely or primarily on the related
     Borrower's leasehold interest in the related Mortgaged Property, 20 years
     (or, to the extent consistent with the Servicing Standard, giving due
     consideration to the remaining term of the Ground Lease, ten years) prior
     to the end of the then current term of the related Ground Lease (plus any
     unilateral options to extend), and (C) if such Serviced Mortgage Loan is
     covered by an Environmental Insurance Policy, for more than five years
     later than such Serviced Mortgage Loan's Stated Maturity Date, unless
     either (I) the Special Servicer shall have first determined in its
     reasonable judgment, based upon a Phase I Environmental Assessment (and any
     additional environmental testing that the Special Servicer deems necessary
     and prudent) conducted by an Independent Person who regularly conducts
     Phase I Environmental Assessments, and at the expense of the Borrower, that
     there are no circumstances or conditions present at the related Mortgaged
     Property for which investigation, testing, monitoring, containment,
     clean-up or remediation would be required under any then applicable
     environmental laws or regulations or (II) the Borrower obtains (at its
     expense) an extension of such policy on the same terms and conditions for a
     period ending not earlier than five years following the extended maturity
     date of such Serviced Mortgage Loan;

          (iv) neither the applicable Master Servicer nor the Special Servicer
     shall make or permit any modification, waiver or amendment of any term of,
     or take any of the other acts referenced in this Section 3.20(a) with
     respect to, any Serviced Mortgage Loan that would result in an Adverse
     REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
     Event with respect to either Grantor Trust Pool (the Master Servicers and
     the Special Servicer shall not be liable for decisions made under this
     subsection which were made in good faith and each of them may rely on
     Opinions of Counsel in making such decisions);

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

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


                                     -160-
<PAGE>


     substitution of collateral will not, in and of itself, result in an Adverse
     Rating Event with respect to any Class of Rated Certificates; and

          (vii) the Special Servicer shall not release (or, in the case of a
     Performing Serviced Mortgage Loan, consent to the applicable Master
     Servicer's releasing), including in connection with a substitution
     contemplated by clause (vi) above, any real property collateral securing an
     outstanding Serviced Mortgage Loan, except as provided in Section 3.09(d),
     except as specifically required under the related Mortgage Loan Documents
     or except where a Mortgage Loan (or, in the case of a Cross-Collateralized
     Group, where such entire Cross-Collateralized Group) is satisfied, or
     except in the case of a release where (A) the Rating Agencies have been
     notified in writing, (B) either (1) the use of the collateral to be
     released will not, in the reasonable judgment of the Special Servicer,
     materially and adversely affect the net operating income being generated by
     or the use of the related Mortgaged Property, or (2) there is a
     corresponding principal pay down of such Mortgage Loan in an amount at
     least equal to the appraised value of the collateral to be released (or
     substitute real estate collateral with an appraised value at least equal to
     that of the collateral to be released, is delivered), (C) the loan-to-value
     ratio of such Mortgage Loan after such release will be, in the reasonable
     judgment of the Special Servicer, no greater than that existing prior to
     such release and (D) if the collateral to be released has an appraised
     value in excess of $3,000,000, such release would not, in and of itself,
     result in an Adverse Rating Event with respect to any Class of Rated
     Certificates (as confirmed in writing to the Trustee by each Rating
     Agency);

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (vii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any
Serviced Mortgage Loan that either occurs automatically, or results from the
exercise of a unilateral option within the meaning of Treasury Regulations
Section 1.1001-3(c)(2)(iii) by the related Borrower, in any event under the
terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a
Replacement Pooled Mortgage Loan, on the related date of substitution); and
provided, further, that, notwithstanding clauses (i) through (vii) above,
neither the applicable Master Servicer nor the Special Servicer shall be
required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a Borrower under a Serviced Mortgage Loan if, in its
reasonable judgment, such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar.

     (b) If any payment of interest on a Serviced Pooled Mortgage Loan is
deferred pursuant to Section 3.20(a), then such payment of interest shall not,
for purposes of calculating monthly distributions and reporting information to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Pooled Mortgage Loan, notwithstanding that the terms of
such Pooled Mortgage Loan so permit or that such interest may actually be
capitalized; provided, however, that this sentence shall not limit the rights of
the applicable Master Servicer or the Special Servicer on behalf of the Trust to
enforce any obligations of the related Borrower under such Pooled Mortgage Loan.

     (c) Each of the applicable Master Servicer and the Special Servicer may, as
a condition to its granting any request by a Borrower under a Serviced Mortgage
Loan for consent, modification, waiver or indulgence or any other matter or
thing, the granting of which is within such Master Servicer's or the Special
Servicer's, as the case may be, discretion pursuant to the terms of the related
Mortgage Loan Documents and is permitted by the terms of this Agreement, require
that such Borrower pay to it a reasonable or customary fee for the additional
services performed in connection with such request, together with any related
costs and expenses incurred by it; provided that the charging of such fees would
not otherwise constitute a "significant modification" of the subject Mortgage
Loan pursuant to Treasury Regulations Section 1.860G-2(b). All such fees
collected by the applicable Master Servicer and/or the Special Servicer with
respect to any Serviced Mortgage Loan shall be allocable between such parties,
as Additional Master Servicing Compensation and Additional Special Servicing
Compensation, respectively, as provided in Section 3.11.

     (d) All modifications, amendments, material waivers and other material
actions entered into or taken in respect of the Serviced Mortgage Loans pursuant
to this Section 3.20 (other than waivers of Default Charges for which the
consent of the Special Servicer is required under Section 3.02), and all
material consents, shall be in writing. Each of the Special Servicer and the
applicable Master Servicer shall notify the other such party, each Rating
Agency, the


                                     -161-
<PAGE>

Certificate Administrator, the Trustee and the Controlling Class Representative,
in writing, of any material modification, waiver, amendment or other action
entered into or taken thereby in respect of any Serviced Mortgage Loan pursuant
to this Section 3.20 (other than waivers of Default Charges for which the
consent of the Special Servicer is required under Section 3.02) and the date
thereof, and shall deliver to the Trustee or the related Custodian for deposit
in the related Mortgage File (with a copy to the other such party), an original
counterpart of the agreement relating to such modification, waiver, amendment or
other action agreed to or taken by it, promptly (and in any event within ten
Business Days) following the execution thereof. In addition, following the
execution of any modification, waiver or amendment agreed to by the Special
Servicer or the applicable Master Servicer, as appropriate, pursuant to Section
3.20(a) above, the Special Servicer or the applicable Master Servicer, as
applicable, shall deliver to the other such party, the Certificate
Administrator, the Trustee and the Rating Agencies an Officer's Certificate
certifying that all of the requirements of Section 3.20(a) have been met and, in
the case of the Special Servicer, setting forth in reasonable detail the basis
of the determination made by it pursuant to Section 3.20(a)(ii); provided that,
if such modification, waiver or amendment involves an extension of the maturity
of any Serviced Mortgage Loan, such Officer's Certificate shall be so delivered
before the modification, waiver or amendment is agreed to.

     (e) With respect to any Performing Serviced Mortgage Loan that is an ARD
Mortgage Loan after its Anticipated Repayment Date, the applicable Master
Servicer shall be permitted, with the consent of the Special Servicer (which
consent shall be deemed granted if not denied in writing within ten Business
Days after receipt of the applicable Master Servicer's request therefor), to
waive (such waiver to be in writing addressed to the related Borrower, with a
copy to the Trustee) all or any portion of the accrued Post-ARD Additional
Interest in respect of such ARD Mortgage Loan if (i) the related Borrower has
requested the right to prepay such ARD Mortgage Loan in full together with all
payments required by the related Mortgage Loan Documents in connection with such
prepayment except for such accrued Post-ARD Additional Interest, and (ii) the
applicable Master Servicer has determined, in its reasonable judgment, that
waiving such Post-ARD Additional Interest is in accordance with the Servicing
Standard. The applicable Master Servicer shall prepare all documents necessary
and appropriate to effect any such waiver and shall coordinate with the related
Borrower for the execution and delivery of such documents.

     (f) Notwithstanding anything in this Section 3.20 or in Section 3.08 or
Section 3.24 to the contrary, the applicable Master Servicer shall not be
required to seek the consent of, or provide prior notice to, the Special
Servicer, any Certificateholder or any Serviced Non-Pooled Pari Passu Companion
Noteholder or obtain any confirmation from the Rating Agencies with respect to
the absence of an Adverse Rating Event (unless required by the Mortgage Loan
Documents) in order to approve the following modifications, waivers or
amendments of the Performing Serviced Mortgage Loans: (i) waivers of minor
covenant defaults (other than financial covenants), including late financial
statements; (ii) releases of non-material parcels of a Mortgaged Property
(including, without limitation, any such releases (A) to which the related
Mortgage Loan Documents expressly require the mortgagee thereunder to make such
releases upon the satisfaction of certain conditions (and the conditions to the
release that are set forth in the related Mortgage Loan Documents do not include
the approval of the lender or the exercise of lender discretion (other than
confirming the satisfaction of the other conditions to the release set forth in
the related Mortgage Loan Documents that do not include any other approval or
exercise)) and such release is made as required by the related Mortgage Loan
Documents or (B) that are related to any condemnation action that is pending, or
threatened in writing, and would affect a non-material portion of the Mortgaged
Property); (iii) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Borrower's ability to
make any payments with respect to the related Serviced Mortgage Loan; (iv)
granting other routine approvals, including the granting of subordination and
nondisturbance and attornment agreements and consents involving routine leasing
activities that affect less than 30% of the net rentable area of the Mortgaged
Property or 30,000 square feet of the Mortgaged Property, whichever is greater;
(v) approval of annual budgets to operate the Mortgage Property; (vi) grants of
any waiver or consent that the applicable Master Servicer determines (in
accordance with the Servicing Standard) to be immaterial; and (vii) approving a
change of the property manager at the request of the related Borrower (provided
that the related Mortgaged Property is not a hospitality property and either (A)
the change occurs in connection with an assignment and assumption approved in
accordance with Section 3.08 or (B) the successor property manager is not
affiliated with the Borrower and is a nationally or regionally recognized
manager of similar properties and the related Serviced Pooled Mortgage Loan does
not have a Stated Principal Balance that is greater


                                     -162-
<PAGE>

than or equal to $8,500,000 or 2% of the then aggregate Stated Principal Balance
of the Mortgage Pool, whichever is less; provided that such modification,
waiver, consent or amendment (x) would not constitute a "significant
modification" of the subject Serviced Mortgage Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse
REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event
with respect to either Grantor Trust Pool, and (y) would be consistent with the
Servicing Standard.

     (g) If and to the extent that the Trust, as holder of a Non-Trust-Serviced
Pooled Mortgage Loan, is entitled to consent to or approve any modification,
waiver or amendment of such Non-Trust-Serviced Pooled Mortgage Loan, the
applicable Master Servicer shall be responsible for responding to any request
for such consent or approval in accordance with the Servicing Standard, and
subject to the same conditions and/or restrictions, as if such
Non-Trust-Serviced Pooled Mortgage Loan was a Performing Serviced Mortgage Loan.
Insofar as any other Person would have consent rights hereunder with respect to
a similar modification, waiver or amendment of a Pooled Mortgage Loan that is a
Performing Serviced Mortgage Loan, such Person shall likewise have the same
consent rights, subject to the same conditions and/or restrictions, with respect
to such modification, waiver or amendment of such Non-Trust-Serviced Pooled
Mortgage Loan.

     (h) The applicable Master Servicer shall, as to each Serviced Mortgage Loan
which is secured by the interest of the related Borrower under a Ground Lease as
listed on the Mortgage Loan Schedule, in accordance with the related Mortgage
Loan Documents, promptly (and, in any event, within 45 days) after the Closing
Date notify the related ground lessor of the transfer of such Mortgage Loan to
the Trust pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded
to such Master Servicer.

     SECTION 3.21. Transfer of Servicing Between Applicable Master Servicer and
                   Special Servicer; Record Keeping.

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan, the applicable Master Servicer shall
immediately give notice thereof to the Controlling Class Representative (and, if
affected thereby, to the related Serviced Non-Pooled Mortgage Loan Noteholder),
and if the applicable Master Servicer is not also the Special Servicer, the
applicable Master Servicer shall immediately give notice thereof to the Special
Servicer and the Trustee, and shall deliver the related Servicing File to the
Special Servicer and shall use its best 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 such Mortgage Loan and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. To the extent such is in the possession
of the applicable Master Servicer (or any Sub-Servicer thereof), the
information, documents and records to be delivered by the applicable Master
Servicer to the Special Servicer pursuant to the prior sentence shall include,
but not be limited to, financial statements, appraisals,
environmental/engineering reports, leases, rent rolls, Insurance Policies, UCC
Financing Statements and tenant estoppels. The applicable Master Servicer shall
use its best efforts to comply with the preceding two sentences within five
Business Days of the occurrence of each related Servicing Transfer Event. No
later than five Business Days after the applicable Master Servicer is required
to deliver a copy of the related Servicing File to the Special Servicer, it
shall review such Servicing File and request from the Trustee any material
documents that it is aware are missing from such Servicing File.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the applicable Master Servicer is not also the
Special Servicer, the Special Servicer shall immediately give notice thereof to
the applicable Master Servicer, the Trustee and the Controlling Class
Representative (and, if affected thereby, to the related Serviced Non-Pooled
Mortgage Loan Noteholder) and shall return the related Servicing File within
five Business Days to the applicable Master Servicer. Upon giving such notice
and returning such Servicing File to the applicable Master Servicer, the Special
Servicer's obligation to service such Mortgage Loan, and the Special Servicer's
right to receive the Special Servicing Fee with respect to such Mortgage Loan,
shall terminate, and the obligations of the applicable Master Servicer to
service and administer such Mortgage Loan shall resume.


                                     -163-
<PAGE>

     Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the applicable Master Servicer with respect to any
such Cross-Collateralized Mortgage Loan upon its becoming a Corrected Mortgage
Loan, the applicable Master Servicer and the Special Servicer shall each
transfer to the other, as and when applicable, the servicing of all other
Cross-Collateralized Mortgage Loans constituting part of the same
Cross-Collateralized Group; provided that no Cross-Collateralized Mortgage Loan
may become a Corrected Mortgage Loan at anytime that a continuing Servicing
Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan
in the same Cross-Collateralized Group.

     (b) In servicing any Specially Serviced Mortgage Loan, the Special Servicer
shall provide to the Trustee originals of documents contemplated by the
definition of "Mortgage File" and generated while the subject Serviced Mortgage
Loan is a Specially Serviced Mortgage Loan, for inclusion in the related
Mortgage File (with a copy of each such original to the applicable Master
Servicer), and copies of any additional related Mortgage Loan information,
including correspondence with the related Borrower generated while the subject
Serviced Mortgage Loan is a Specially Serviced Mortgage Loan.

     (c) The applicable Master Servicer and the Special Servicer shall each
furnish to the other, upon reasonable request, such reports, documents,
certifications and information in its possession, and access to such books and
records maintained thereby, as may relate to any Serviced Mortgage Loan or
Administered REO Property and as shall be reasonably required by the requesting
party in order to perform its duties hereunder.

     (d) In connection with the performance of its obligations hereunder with
respect to any Serviced Mortgage Loan or Administered REO Property, each of the
applicable Master Servicer and the Special Servicer shall be entitled to rely
upon written information provided to it by the other.

     SECTION 3.22. Sub-Servicing Agreements and the Primary Servicing Agreement.

     (a) Each Master Servicer and the Special Servicer 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 (A) in each
case, the Sub-Servicing Agreement (as it may be amended or modified from time to
time): (i) insofar as it affects the Trust, is consistent with this Agreement in
all material respects; (ii) expressly or effectively provides that if such
Master Servicer or Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason
of an Event of Default), any successor to such Master Servicer or the Special
Servicer, as the case may be, hereunder (including the Trustee if the Trustee
has become such successor pursuant to Section 7.02) may thereupon either assume
all of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such Master Servicer or Special Servicer, as the case
may be, under such agreement or, subject to the provisions of Section 3.22(f),
terminate such rights and obligations without payment of any fee; (iii)
prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any
foreclosure or similar proceedings with respect to any Mortgaged Property
without the consent of such Master Servicer and, further, prohibits the
Sub-Servicer from taking any action that such Master Servicer would be
prohibited from taking hereunder; (iv) if it is entered into by a Master
Servicer, does not purport to delegate or effectively delegate to the related
Sub-Servicer any of the rights or obligations of the Special Servicer with
respect to any Specially Serviced Mortgage Loan or otherwise; (v) 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 such Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii) and except with respect to the obligations of any
applicable successor Master Servicer under a Designated Sub-Servicer Agreement)
none of the Trustee, any successor to such 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 except as explicitly permitted
herein; (vi) permits any purchaser of a Pooled Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Pooled
Mortgage Loan without cause and without payment of any termination fee; (vii)
does not permit the subject Sub-Servicer any rights of indemnification out of
the Trust Fund except through such Master Servicer or the Special Servicer, as
the case may be, pursuant to Section 6.03; and (viii) does not impose any
liability or indemnification obligation whatsoever on the Trustee


                                     -164-
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or the Certificateholders with respect to anything contained therein; and (B)
the Servicer Report Administrator shall not be entitled to enter into any
Sub-Servicing Agreement to provide for the performance by third parties of any
or all of the obligations imposed on it hereunder in its capacity as Servicer
Report Administrator. The applicable Master Servicer for the Nationwide Pooled
Mortgage Loans is hereby authorized and directed to execute and deliver the
Primary Servicing Agreement. Each party to this Agreement hereby acknowledges
and accepts the terms and provisions of the Primary Servicing Agreement and
agrees that, notwithstanding any other provision of this Agreement to the
contrary: (A) if such party is required hereunder to deliver any notice,
certification, report, schedule, statement or other type of writing to the
applicable Master Servicer for the Pooled Mortgage Loans that are the subject of
the Primary Servicing Agreement, then, insofar as such writing relates to one or
more of such Pooled Mortgage Loans, such party shall deliver such writing both
to such applicable Master Servicer and to the Primary Servicer; (B) if any duty
or obligation of the applicable Master Servicer is delegated to the Primary
Servicer under the Primary Servicing Agreement, and such task involves or
requires the consent of the Special Servicer, then the Special Servicer shall
accept the performance of such duty or obligation directly by the Primary
Servicer (but such performance must otherwise comply with the other provisions
of this Agreement) as if the applicable Master Servicer were effecting such
performance and the Primary Servicer (in addition to the applicable Master
Servicer) shall have the direct benefit of the related conditions or duties
imposed on the Special Servicer or by which the Special Servicer is bound in
connection therewith (including, without limitation, any time periods for
consent or deemed consent to be observed by the Special Servicer or by which the
Special Servicer is bound); (C) the Primary Servicer (in addition to the
applicable Master Servicer) shall have the benefit of Section 6.03 of this
Agreement to the same extent as if it were the applicable Master Servicer; (D)
the Primary Servicer (in addition to the applicable Master Servicer) shall be
entitled to engage Sub-Servicers in accordance with this Section 3.22 (including
the engagement of a Sub-Servicer under a Designated Sub-Servicing Agreement as
contemplated under subsection (f)) as if the Primary Servicer were a Master
Servicer (subject to such limitations, if any, that are imposed on such
engagement under the terms of the Primary Servicing Agreement), and any
successor to the applicable Master Servicer shall be required to assume any
Designated Sub-Servicing Agreement between the Primary Servicer and the
Sub-Servicer in the event of a termination of the Primary Servicer under the
Primary Servicing Agreement (unless the Sub-Servicer is in default under the
terms of such Designated Sub-Servicing Agreement); (E) amendments to this
Agreement shall be restricted in the manner contemplated by Section 11.01(h);
and (F) the Primary Servicer shall be a third party beneficiary of this
sentence.

     (b) References in this Agreement to actions taken or to be taken by a
Master Servicer or the Special Servicer include actions taken or to be taken by
a Sub-Servicer on behalf of such Master Servicer or the Special Servicer or by
the Primary Servicer on behalf of the applicable Master Servicer with respect to
the Pooled Mortgage Loans that are the subject of the Primary Servicing
Agreement, as applicable; and, in connection therewith, all amounts advanced by
any Sub-Servicer or the Primary Servicer, as applicable, to satisfy the
obligations of a Master Servicer or the Special Servicer hereunder to make
Advances shall be deemed to have been advanced by such Master Servicer or the
Special Servicer, as the case may be, out of its own funds and, accordingly,
such Advances shall be recoverable by such Sub-Servicer or the Primary Servicer,
as applicable, through such Master Servicer in the same manner and out of the
same funds as if such Sub-Servicer or the Primary Servicer, as applicable, were
such Master Servicer or the Special Servicer, as the case may be. Such Advances
shall accrue interest in accordance with Sections 3.11(g) and/or 4.03(d), such
interest to be allocable between such Master Servicer or the Special Servicer,
as the case may be, and such Sub-Servicer or the Primary Servicer, as
applicable, as they may agree. For purposes of this Agreement, the Master
Servicers and the Special Servicer shall each be deemed to have received any
payment when a Sub-Servicer retained by it, or the Primary Servicer on behalf of
the applicable Master Servicer with respect to the Pooled Mortgage Loans that
are the subject of the Primary Servicing Agreement, as applicable, receives such
payment.

     (c) The Master Servicers and the Special Servicer shall each deliver to the
Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents.

     (d) Each Sub-Servicer actually performing servicing functions and the
Primary Servicer (i) shall be authorized to transact business in the state or
states in which the Mortgaged Properties for the Mortgage Loans it is to service
are situated, if and to the extent required by applicable law, and (ii) to the
extent sub-servicing multifamily loans,


                                     -165-
<PAGE>

shall be an approved conventional seller/servicer of multifamily mortgage loans
for Freddie Mac or Fannie Mae or a HUD-Approved Servicer.

     (e) Each of the Master Servicers and the Special Servicer, for the benefit
of the Trustee and the Certificateholders (and, in the case of a Subservicing
Agreement related to a Serviced Mortgage Loan Group, for the benefit of the
related Serviced Non-Pooled Mortgage Loan Noteholder(s)), shall (at no expense
to any other party hereto or to the Certificateholders or the Trust) monitor the
performance and enforce the obligations of their respective Sub-Servicers under
the related Sub-Servicing Agreements and, in the case of the applicable Master
Servicer for the Pooled Mortgage Loans that are the subject of the Primary
Servicing Agreement, of the Primary Servicer under the Primary Servicing
Agreement. Such enforcement, including the legal prosecution of claims,
termination of Sub-Servicing Agreements or the Primary Servicing Agreement, as
applicable, 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 such Master Servicer or the Special Servicer, as applicable,
in its reasonable judgment, would require were it the owner of the subject
Mortgage Loans. Subject to the terms of the related Sub-Servicing Agreement or
the Primary Servicing Agreement, as applicable, including any provisions thereof
limiting the ability of a Master Servicer or the Special Servicer, as
applicable, to terminate a Sub-Servicer or the Primary Servicer, each of the
Master Servicers and the Special Servicer shall have the right to remove a
Sub-Servicer retained by it and, in the case of the applicable Master Servicer
for the Pooled Mortgage Loans that are the subject of the Primary Servicing
Agreement, the Primary Servicer, at any time it considers such removal to be in
the best interests of Certificateholders (and/or, in the case of a Sub-Servicer
for a Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage
Loan Noteholder(s)), as applicable.

     (f) It shall be permissible for each Designated Sub-Servicing Agreement to
prohibit a termination of the related Sub-Servicer without cause (except that
cause shall be defined to include the occurrence of an Adverse Rating Event with
respect to the continuation of such Sub-Servicer to the extent it is actually
performing servicing functions or any event caused by such Sub-Servicer which
creates an Event of Default of the applicable Master Servicer under this
Agreement) or to require the payment of a termination fee (in an amount not to
exceed the amount, if any, set forth opposite the related Sub-Servicer on
Schedule III) upon any termination without cause. Any such right of a
Sub-Servicer under a Designated Sub-Servicing Agreement shall be binding upon
any successor to the applicable Master Servicer (including the Trustee) and the
obligation to pay such termination fee upon any termination of such Sub-Servicer
shall constitute a corporate obligation (not reimbursable by the Trust or any of
the other parties to this Agreement, including the applicable terminated Master
Servicer) of such successor.

     (g) In the event the Trustee or its designee assumes the rights and
obligations of a Master Servicer or the Special Servicer under any Sub-Servicing
Agreement or the Primary Servicing Agreement, such Master Servicer or the
Special Servicer, as the case may be, at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
such Sub-Servicing Agreement or the Primary Servicing Agreement, as applicable,
and the Mortgage Loans then being serviced thereunder and an accounting of
amounts collected and held on behalf of it thereunder, and otherwise use its
best efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreement or the Primary Servicing Agreement, as applicable, to the assuming
party.

     (h) Notwithstanding any Sub-Servicing Agreement entered into by it and, in
the case of the applicable Master Servicer for the Pooled Mortgage Loans that
are the subject of the Primary Servicing Agreement, the Primary Servicing
Agreement, the Master Servicers and the Special Servicer shall each remain
obligated and liable to the Trustee and the Certificateholders (and, in the case
of a Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)) 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 it alone were servicing and
administering the Mortgage Loans and/or REO Properties for which it is
responsible. The Master Servicers and the Special Servicer shall each pay the
fees of any Sub-Servicer retained by it and, in the case of the applicable
Master Servicer for the Pooled Mortgage Loans that are the subject of the
Primary Servicing Agreement, the fees of the Primary Servicer in accordance with
the respective Sub-Servicing Agreement or the Primary Servicing Agreement, as
applicable, and, in any event, from its own funds (or from funds otherwise
payable to it hereunder).


                                     -166-
<PAGE>

     (i) Notwithstanding anything to the contrary set forth herein, any account
established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with a Master Servicer, or by the Primary Servicer pursuant to the
Primary Servicing Agreement with the applicable Master Servicer for the Pooled
Mortgage Loans that are the subject of the Primary Servicing Agreement, as
applicable, shall for all purposes under this Agreement be deemed to be an
account established and maintained by such Master Servicer.

     (j) Notwithstanding any contrary provisions of the foregoing subsections of
this Section 3.22, the appointment by a Master Servicer or the Special Servicer
of one or more third-party contractors for the purpose of performing discrete,
ministerial functions shall not constitute the appointment of Sub-Servicers and
shall not subject to the provisions of this Section 3.22; provided, however,
that such Master Servicer or the Special Servicer, as the case may be, shall
remain responsible for the actions of such third-party contractors as if it were
alone performing such functions and shall pay all fees and expenses of such
third-party contractors. The proviso to the preceding sentence shall not be
construed to limit the right of a Master Servicer or the Special Servicer to be
reimbursed for any cost or expense for which it is otherwise entitled to
reimbursement under this Agreement.

     (k) The Special Servicer shall not enter into any Sub-Servicing Agreement
unless the Special Servicer (i) has delivered notice thereof to the Controlling
Class Representative not less than fifteen (15) days before the execution of
such Sub-Servicing Agreement, which notice shall be accompanied by the form of
such Sub-Servicing Agreement, and (ii) has received written confirmation from
each Rating Agency to the effect that the execution of such Sub-Servicing
Agreement will not, in and of itself, result in an Adverse Rating Event with
respect to any Class of Rated Certificates.

     SECTION 3.23. 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 3.23 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 3.24) or to replace an existing
Controlling Class Representative; provided that, subject to the last sentence of
this Section 3.23(a), and the acquisition by Citigroup Alternative Investments
LLC of the Certificates of the Controlling Class, Citigroup Alternative
Investments LLC shall serve as the initial Controlling Class Representative.
Upon (i) the receipt by the Certificate Administrator of written requests for
the selection of a successor 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 Certificate
Administrator that the Controlling Class has changed, the Certificate
Administrator 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 Certificate Administrator or identified thereto by the Depositary
or the Depositary Participants, the Certificate Owners) of the Controlling Class
that they may select a Controlling Class Representative. Such notice shall set
forth the process established by the Certificate Administrator for selecting a
Controlling Class Representative, which process shall include the designation of
the Controlling Class Representative by the Majority Controlling Class
Certificateholder(s) by a writing delivered to the Certificate Administrator. No
appointment of any Person as a successor Controlling Class Representative shall
be effective until such Person provides the Certificate Administrator with (i)
written confirmation of its acceptance of such appointment, (ii) written
confirmation of its agreement to keep confidential, for so long as reports are
required to be filed with respect to the Trust under Section 15(d) of the
Exchange Act, all information received by it with respect to the Trust and its
assets that has not been filed with the Commission, (iii) an address and
facsimile number for the delivery of notices and other correspondence and (iv) 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 facsimile
numbers).

     (b) Within ten Business Days (or as soon thereafter as practicable if the
Controlling Class consists of Book-Entry Certificates) of any change in the
identity of the Controlling Class Representative of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate
Administrator shall deliver to each of the


                                     -167-
<PAGE>

Trustee, the Master Servicers and the Special Servicer 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 Certificate Administrator or identified thereto by the Depositary or the
Depositary Participants, each Certificate Owner) of the Controlling Class,
including, in each case, names and addresses. The Certificate Administrator
shall also deliver such information (of which a Responsible Officer of the
Certificate Administrator has actual knowledge) to a Master Servicer or the
Special Servicer promptly upon request therefor by such Master Servicer or the
Special Servicer, as the case may be. With respect to such information, the
Certificate Administrator shall be entitled to conclusively rely on information
provided to it by the Holders (or, in the case of Book-Entry Certificates,
subject to Section 5.06, by the Depositary or the Certificate Owners) of such
Certificates, and the Master Servicers and the Special Servicer shall each be
entitled to rely on such information provided by the Certificate Administrator
with respect to any obligation or right hereunder that such Master Servicer or
the Special Servicer, as the case may be, 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 two (2) Business Days of the selection,
resignation or removal of a Controlling Class Representative, the Certificate
Administrator shall notify the other parties to this Agreement of such event.

     (c) A Controlling Class Representative may at any time resign as such by
giving written notice to the Certificate Administrator, the Trustee, the Special
Servicer, each Master Servicer and 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 Certificate Administrator, the Trustee, the
Special Servicer, each Master Servicer and such existing Controlling Class
Representative.

     (d) Once a Controlling Class Representative has been selected pursuant to
this Section 3.23, 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 Certificate Administrator
and each other party to this Agreement and each 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. Notwithstanding the foregoing, if
a claim is made against the Controlling Class Representative by a Borrower with
respect to this Agreement or any particular Mortgage Loan, the Controlling Class
Representative shall immediately notify the Certificate Administrator, the
Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if
the Special Servicer, a Master Servicer, the Certificate Administrator, the
Trustee, the Fiscal Agent or the Trust are also named parties to the same action
and, in the sole 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 at issue, and (ii) there is no
potential for the Special Servicer, a Master Servicer, the Certificate
Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party
in such action as regards the Controlling Class Representative), the Special
Servicer on behalf of the Trust shall, subject to Section 6.03, assume the
defense of any such claim against the Controlling Class Representative;
provided, however, that no judgment against the Controlling Class Representative
shall be payable out of the Trust Fund. This provision shall survive the
termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

     SECTION 3.24. Certain Rights and Powers of the Controlling Class
                   Representative.

     (a) Subject to Section 3.24(c), the Special Servicer shall prepare a report
(the "Asset Status Report") recommending the taking of certain actions for each
Serviced Mortgage Loan that becomes a Specially Serviced Mortgage Loan and
deliver such Asset Status Report to the Controlling Class Representative and the
applicable Master


                                     -168-
<PAGE>

Servicer not later than 45 days after the servicing of such Serviced Mortgage
Loan is transferred to the Special Servicer. Such Asset Status Report shall set
forth the following information to the extent reasonably determinable:

          (i) a summary of the status of such Specially Serviced Mortgage Loan
     and any negotiations with the related Borrower;

          (ii) a discussion of the legal and environmental considerations
     reasonably known to the Special Servicer (including without limitation by
     reason of any Phase I Environmental Assessment and any additional
     environmental testing contemplated by Section 3.09(c)), consistent with the
     Servicing Standard, that are applicable to the exercise of remedies set
     forth herein and to the enforcement of any related guaranties or other
     collateral for the related 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 or Mortgaged Properties;

          (iv) a summary of the Special Servicer's recommended action with
     respect to such Specially Serviced Mortgage Loan;

          (v) the Appraised Value of the related Mortgaged Property or Mortgaged
     Properties, together with the assumptions used in the calculation thereof
     (which the Special Servicer may satisfy by providing a copy of the most
     recently obtained Appraisal); and

          (vi) such other information as the Special Servicer deems relevant in
     light of the Servicing Standard.

     If (i) the Controlling Class Representative affirmatively approves in
writing an Asset Status Report, (ii) after ten Business Days from receipt of an
Asset Status Report the Controlling Class Representative does not object to such
Asset Status Report or (iii) within ten Business Days after receipt of an Asset
Status Report the Controlling Class Representative objects to such Asset Status
Report and the Special Servicer makes a determination in accordance with the
Servicing Standard that such objection is not in the best interest of all the
Certificateholders (and, if affected, any Serviced Non-Pooled Mortgage Loan
Noteholder), all as a collective whole, the Special Servicer shall take the
recommended actions described in the Asset Status Report. If within ten Business
Days after receipt of an Asset Status Report the Controlling Class
Representative objects to such Asset Status Report and the Special Servicer does
not make a determination in accordance with the Servicing Standard that such
objection is not in the best interest of all the Certificateholders (and, if
affected, any Serviced Non-Pooled Mortgage Loan Noteholder), all as a collective
whole, then (subject to Section 3.24(c)) the Special Servicer shall revise such
Asset Status Report as soon as practicable thereafter, but in no event later
than 30 days after the objection to the Asset Status Report by the Controlling
Class Representative. The Special Servicer shall, subject to Section 3.24(c),
revise such Asset Status Report as provided in the prior sentence until the
earliest of (a) the delivery by the Controlling Class Representative of an
affirmative approval in writing of such revised Asset Status Report, (b) the
failure of the Controlling Class Representative to disapprove such revised Asset
Status Report in writing within ten (10) Business Days of its receipt thereof;
or (c) the passage of ninety (90) days from the date of preparation of the
initial version of the Asset Status Report. Following the earliest of such
events, the Special Servicer shall implement the recommended action as outlined
in the most recent version of such Asset Status Report (provided that the
Special Servicer shall not take any action that is contrary to applicable law or
the terms of the applicable Mortgage Loan Documents). The Special Servicer may,
from time to time, subject to Section 3.24(c), modify any Asset Status Report it
has previously delivered and implement the new action in such revised report so
long as such revised report has been prepared, reviewed and either approved or
not rejected as provided above.

     Notwithstanding the prior paragraph, the Special Servicer may take any
action set forth in an Asset Status Report before the expiration of the ten (10)
Business Day period during which the Controlling Class Representative may reject
such report if (A) the Special Servicer has reasonably determined that failure
to take such action would materially and adversely affect the interests of the
Certificateholders, as a collective whole, and (B) it has made a reasonable
effort to


                                     -169-
<PAGE>

contact the Controlling Class Representative. The Special Servicer may not take
any action inconsistent with an Asset Status Report that has been adopted as
provided above, unless such action would be required in order to act in
accordance with the Servicing Standard. If the Special Servicer takes any action
inconsistent with an Asset Status Report that has been adopted as provided
above, the Special Servicer shall promptly notify the Controlling Class
Representative of such inconsistent action and provide a reasonably detailed
explanation of the reasons therefor.

     The Special Servicer shall deliver to the applicable Master Servicer, the
Controlling Class Representative and each Rating Agency a copy of each Asset
Status Report that has been adopted as provided above, in each case with
reasonable promptness following such adoption. The Special Servicer shall
deliver to the applicable Master Servicer, the Controlling Class Representative
and each Rating Agency any comparable report contemplated by the final sentence
of Section 3.24(c).

     (b) In addition, notwithstanding anything in any other Section of this
Agreement to the contrary, but in all cases subject to Section 3.24(c), the
Special Servicer will not be permitted to take, or consent to the applicable
Master Servicer's taking, any of the actions identified in clauses (i) through
(x) of this sentence not otherwise specifically covered by an approved Asset
Status Report, unless and until the Special Servicer has notified the
Controlling Class Representative in writing of the Special Servicer's intent to
take or permit the particular action and the Controlling Class Representative
has consented (or has failed to object) thereto in writing within ten Business
Days of having been notified thereof in writing and having been provided with
all reasonably requested information with respect thereto (or, in the case of a
proposed action for which the applicable Master Servicer has requested approval
from the Special Servicer, within such shorter period during which the Special
Servicer is initially entitled to withhold consent without being deemed to have
approved the action):

          (i) any foreclosure upon or comparable conversion (which may include
     acquisitions of an Administered REO Property) of the ownership of the
     property or properties securing any Specially Serviced Mortgage Loan as
     comes into and continues in default;

          (ii) any modification, amendment or waiver of a monetary term
     (including a change in the timing of payments but excluding the waiver of
     Default Charges) or any non-monetary term (excluding the waiver of any
     "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed
     in clause (ix) below) of (A) any Performing Serviced Mortgage Loan that has
     a principal balance of $2,500,000 or more (or, if the proposed
     modification/waiver is an extension of maturity or a waiver of Post-ARD
     Additional Interest under the circumstances contemplated by Section
     3.20(e), any such Mortgage Loan without regard to balance) or (B) any
     Specially Serviced Mortgage Loan;

          (iii) any acceptance of a discounted payoff with respect to any
     Specially Serviced Mortgage Loan;

          (iv) any determination to bring an Administered REO Property into
     compliance with applicable environmental laws or to otherwise address
     Hazardous Materials located at an Administered REO Property;

          (v) any release of collateral for any Serviced Mortgage Loan (except
     that in circumstances where either (x) both (A) the relevant Serviced
     Mortgage Loan is a Performing Serviced Mortgage Loan with an outstanding
     principal balance of less than $2,500,000 and (B) the release of collateral
     is not conditioned on obtaining the consent of the lender under the related
     Mortgage Loan Documents, or (y) the release of collateral is made upon a
     satisfaction of the subject Serviced Mortgage Loan, the consent of (or
     failure to object by) the Controlling Class Representative shall not
     constitute a condition to the taking of or consent to such action by the
     Special Servicer but the Special Servicer shall deliver notice of such
     action to the Controlling Class Representative simultaneously with or
     promptly following its taking or consenting to such action);


                                     -170-
<PAGE>

          (vi) any acceptance of substitute or additional collateral for a
     Serviced Mortgage Loan (except that in circumstances where either (x) the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     an outstanding principal balance of less than $2,500,000 or (y) the
     acceptance of the substitute or additional collateral is not conditioned on
     obtaining the consent of the lender, the consent of (or failure to object
     by) the Controlling Class Representative shall not constitute a condition
     to the taking of or consent to such action by the Special Servicer but the
     Special Servicer shall deliver notice of such action to the Controlling
     Class Representative simultaneously with or promptly following its taking
     or consenting to such action);

          (vii) any releases of any Letters of Credit, Reserve Funds or other
     Additional Collateral with respect to any Mortgaged Property securing a
     Serviced Mortgage Loan (except that in circumstances where either (x) the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     a principal balance of less than $2,500,000 or (y) the release of the
     applicable Letter of Credit, Reserve Funds or Additional Collateral is not
     conditioned on obtaining the consent of the lender, the consent of (or
     failure to object by) the Controlling Class Representative shall not
     constitute a condition to the taking of or consent to such action by the
     Special Servicer but the Special Servicer shall deliver notice of such
     action to the Controlling Class Representative simultaneously with or
     promptly following its taking or consenting to such action);

          (viii) any termination or replacement, or consent to the termination
     or replacement, of a property manager with respect to any Mortgaged
     Property securing a Serviced Mortgage Loan (except that in circumstances
     where the relevant Serviced Mortgage Loan is a Performing Serviced Mortgage
     Loan with a principal balance of less than $2,500,000, the consent of (or
     failure to object by) the Controlling Class Representative shall not
     constitute a condition to the taking of or consent to such action by the
     Special Servicer but the Special Servicer shall deliver notice of such
     action to the Controlling Class Representative simultaneously with or
     promptly following its taking or consenting to such action) or any
     modification, waiver or amendment of any franchise or similar agreement, or
     any execution of a new franchise or similar agreement, with respect to any
     hospitality property;

          (ix) any approval of the assignment of the Mortgaged Property securing
     any Serviced Mortgage Loan to and assumption of such Serviced Mortgage Loan
     by another Person, any waiver of a "due-on-sale" clause in any Mortgage
     Loan, any approval of a further encumbrance of the Mortgaged Property
     securing any Serviced Mortgage Loan or any waiver of a "due-on-encumbrance"
     clause in any Serviced Mortgage Loan (except that in circumstances where
     the relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan
     with principal balance of less than $2,500,000, the consent of (or failure
     to object by) the Controlling Class Representative shall not constitute a
     condition to the taking of or consent to such action by the Special
     Servicer but the Special Servicer shall deliver notice of such action to
     the Controlling Class Representative simultaneously with or promptly
     following its taking or consenting to such action); and

          (x) any determination as to whether any type of property-level
     insurance is required under the terms of any Serviced Mortgage Loan, is
     available at commercially reasonable rates, is available for similar types
     of properties in the area in which the related Mortgaged Property is
     located or any other determination or exercise of discretion with respect
     to property-level insurance (except that in circumstances where the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     a principal balance of less than $2,500,000, the consent of (or failure to
     object by) the Controlling Class Representative shall not constitute a
     condition to the taking of or consent to such action by the Special
     Servicer but the Special Servicer shall deliver notice of such action to
     the Controlling Class Representative simultaneously with or promptly
     following its taking or consenting to such action);

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and any
Serviced Non-Pooled Mortgage Loan Noteholder (as a collective whole), the
Special Servicer may take any such action without waiting for the Controlling
Class Representative's response.


                                     -171-
<PAGE>

     In addition, subject to Section 3.24(c), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, such actions as the Controlling Class Representative may deem advisable
with respect to the servicing and administration of Specially Serviced Pooled
Mortgage Loans and/or Administered REO Properties or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall
provide the Controlling Class Representative with any information in the Special
Servicer's possession with respect to such matters, including, without
limitation, its reasons for determining to take a proposed action.

     (c) Notwithstanding anything herein to the contrary: (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from any Controlling Class Representative
prior to acting (and provisions of this Agreement requiring such consultation,
consent or approval shall be of no effect) during the period following any
resignation or removal of a Controlling Class Representative and before a
replacement is selected; and (ii) no advice, direction or objection from or by
the Controlling Class Representative, as contemplated by Section 3.24(a) or any
other provision of this Agreement, may (and the Special Servicer shall ignore
and act without regard to any such advice, direction or objection that the
Special Servicer has determined, in its reasonable, good faith judgment, would):
(A) require or cause the Special Servicer to violate applicable law, the terms
of any Mortgage Loan or any other Section of this Agreement, including the
Special Servicer's obligation to act in accordance with the Servicing Standard,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C)
expose the Trust, the Depositor, a Master Servicer, the Special Servicer, the
Fiscal Agent, the Certificate Administrator, the Trustee or any of their
respective Affiliates, members, managers, officers, directors, employees or
agents, to any material claim, suit or liability or (D) materially expand the
scope of a Master Servicer's or Special Servicer's responsibilities under this
Agreement.

     (d) Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates, that: (i) the Controlling Class Representative may have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may
act solely in the interests of the Holders of the Controlling Class; (iii) the
Controlling Class Representative does not have any duties to the Holders of any
Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may take actions that favor interests of the Holders of the
Controlling Class over the interests of the Holders of one or more other Classes
of Certificates; and (v) the Controlling Class Representative shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative or any director,
officer, employee, agent or principal thereof for having so acted.

     SECTION 3.25. [Reserved].

     SECTION 3.26. [Reserved].

     SECTION 3.27. Replacement of Special Servicer.

     (a) Subject to Section 3.27(b), the Controlling Class Representative may
remove the existing Special Servicer hereunder (with or without cause) and
appoint a successor to the existing Special Servicer; provided that if any such
removal is made without cause, then the costs of transferring the special
servicing responsibilities of the removed Special Servicer to a successor
thereto shall be paid by the Certificateholders of the Controlling Class and (B)
the Controlling Class Representative shall have delivered or caused to have been
delivered to each of the parties hereto a copy of the request for the rating
confirmation described in clause (i) of subsection (b) that constitutes a
condition to the effectiveness of the removal and/or appointment, simultaneously
with or promptly following the delivery of such request to the Rating Agencies.

     (b) No removal of the Special Servicer and/or appointment of a successor
thereto pursuant to Section 3.27(a) shall be effective until: (i) the Trustee
shall have received (A) written confirmation from each of the Rating Agencies
that such removal and/or appointment will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates, (B) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed
by the Person designated to be the successor to the terminated Special Servicer,
and (C) an Opinion of Counsel

                                     -172-
<PAGE>

(which shall not be an expense of the Trustee or the Trust) substantially to the
effect that (1) the removal of the terminated Special Servicer and/or the
appointment of the Person designated to serve as successor thereto is in
compliance with this Section 3.27, (2) such designated Person is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (3) the Acknowledgment of Proposed Special Servicer, the form of
which is attached hereto as Exhibit I-2, has been duly authorized, executed and
delivered by such designated Person and (4) upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer, such designated Person shall be
bound by the terms of this Agreement and, subject to customary bankruptcy and
insolvency exceptions and customary equity exceptions, this Agreement shall be
enforceable against such designated Person in accordance with its terms; and
(ii) if the terminated Special Servicer has been removed by without cause, the
Certificateholders of the Controlling Class shall have delivered to the Trustee
and the terminated Special Servicer such Certificateholders' joint and several
undertaking to pay any expenses incurred by the Trustee and the terminated
Special Servicer in connection with the transfer of special servicing
responsibilities to a successor Special Servicer.

     (c) Any Special Servicer terminated pursuant to Section 3.27(a) shall be
deemed to have been so terminated simultaneously with the designated successor's
becoming the Special Servicer hereunder; provided that (i) the terminated
Special Servicer shall be entitled to receive, in connection with its
termination, payment out of the Collection Accounts of all of its accrued and
unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a),
and reimbursement from the successor to the terminated Special Servicer of all
outstanding Servicing Advances made by the terminated Special Servicer and all
unpaid Advance Interest accrued on such outstanding Servicing Advances (in which
case the successor to the terminated Special Servicer shall be deemed to have
made such Servicing Advances at the same time that the terminated Special
Servicer had actually made them), (ii) the terminated Special Servicer shall
thereafter be entitled to Workout Fees, as and to the extent expressly permitted
by Section 3.11(c), and (iii) the terminated Special Servicer shall continue to
be entitled to the benefits of Section 6.03, notwithstanding any such
termination; and provided, further, that the terminated Special Servicer shall
continue to be obligated to pay (and entitled to receive) all other amounts
accrued to (or owing by) it under this Agreement on or prior to the effective
date of such termination. The terminated Special Servicer shall cooperate with
the Trustee and the replacement to the terminated Special Servicer in effecting
the transfer of the terminated Special Servicer's responsibilities and rights
hereunder to its successor, including the transfer within two Business Days of
its termination becoming effective pursuant to this Section 3.27, to the
replacement to the terminated Special Servicer for administration by it of all
cash amounts that at the time are or should have been credited by the terminated
Special Servicer to the REO Account maintained by it or to any Servicing Account
or Reserve Account or should have been delivered to the Master Servicers or that
are thereafter received by or on behalf of the terminated Special Servicer with
respect to any Mortgage Loan or REO Property.

     SECTION 3.28. Application of Default Charges.

     (a) Any and all Default Charges that are actually received by or on behalf
of the Trust with respect to any Serviced Pooled Mortgage Loan or REO Pooled
Mortgage Loan and (to the extent remitted to the applicable Master Servicer by
the related Non-Trust Master Servicer) any and all Default Charges that are
actually received by or on behalf of the Trust with respect to a
Non-Trust-Serviced Pooled Mortgage Loan or successor REO Mortgage Loan shall be
applied for the following purposes and in the following order, in each case to
the extent of the remaining portion of such Default Charges:

          first, to pay to the Fiscal Agent, the Trustee, the applicable Master
     Servicer or the Special Servicer, in that order, any Advance Interest due
     and owing to such party on outstanding Advances made thereby with respect
     to such Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case may
     be;

          second, [Reserved]; and

          third, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") as follows: (A) if such Mortgage
     Loan is a Non-Trust-Serviced Mortgage Loan, to the applicable Master
     Servicer as Additional Master Servicing Compensation, in an amount equal to
     the entirety of such remaining portion, or (B) if such Mortgage Loan is a
     Serviced Mortgage Loan, on a pro rata basis: (i) to the


                                     -173-
<PAGE>

     applicable Master Servicer as Additional Master Servicing Compensation, in
     an amount equal to the product of such remaining portion and a fraction,
     the numerator of which is the aggregate amount of Default Charges (to the
     extent not previously collected and applied under this Section 3.28)
     accrued on such Mortgage Loan while such Mortgage Loan was not a Specially
     Serviced Mortgage Loan and the denominator of which is the aggregate amount
     of Default Charges (to the extent not previously collected and applied
     under this Section 3.28) theretofore accrued on such Mortgage Loan, and
     (ii) to the Special Servicer as Additional Special Servicing Compensation,
     in an amount equal to the product of such remaining portion and a fraction,
     the numerator of which is the aggregate amount of Default Charges (to the
     extent not previously collected and applied under this Section 3.28)
     accrued on such Mortgage Loan while such Mortgage Loan is a Specially
     Serviced Mortgage Loan and the denominator of which is the aggregate amount
     of Default Charges (to the extent not previously collected and applied
     under this Section 3.28) theretofore accrued on such Mortgage Loan.

     (b) Default Charges applied to reimburse the Trust pursuant to clause
second of Section 3.28(a) are intended to be available for distribution on the
Certificates pursuant to Section 4.01(a), subject to application pursuant to
Section 3.05(a) or 3.05(b) for any items payable out of general collections on
the Mortgage Pool. Default Charges applied to reimburse the Trust pursuant to
clause second of Section 3.28(a) shall be deemed to offset payments of Advance
Interest in the chronological order in which it accrued with respect to the
subject Pooled Mortgage Loan or REO Pooled Mortgage Loan (whereupon such Advance
Interest shall thereafter be deemed to have been paid out of Default Charges).


                                     -174-
<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

     SECTION 4.01. Distributions.

     (a) On each Distribution Date, the Certificate Administrator shall apply
amounts on deposit in the Distribution Account 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 for such Distribution Date:

          (1) 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;

          (2) to make distributions of principal to the Holders of the
     respective Classes of the Class A Certificates, allocable as among such
     Classes of Certificateholders as provided below, up to an amount (not to
     exceed the aggregate Class Principal Balance of such Classes of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Principal Distribution Amount for such Distribution Date; and

          (3) to make distributions to the Holders of the respective Classes of
     the Class A Certificates, up to an amount equal to, pro rata as among such
     Classes of Certificateholders in accordance with, and in reimbursement of,
     all Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to each such Class of Certificates pursuant to Section 4.04(a)
     and not previously reimbursed.

          (4) to make distributions of interest to the Holders of the Class B
     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;

          (5) after the Class Principal Balances of the Class A Certificates
     have been reduced to zero, to make distributions of principal to the
     Holders of the Class B Certificates, up to an amount (not to exceed the
     Class Principal Balance of such Class of 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 the Class A
     Certificates pursuant to clause (2) above);

          (6) to make distributions to the Holders of the Class B Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (7) to make distributions of interest to the Holders of the Class C
     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;

          (8) after the Class Principal Balance of the Class B Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class C Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));


                                     -175-
<PAGE>

          (9) to make distributions to the Holders of the Class C Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (10) to make distributions of interest to the Holders of the Class D
     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;

          (11) after the Class Principal Balance of the Class C Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class D Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (12) to make distributions to the Holders of the Class D Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (13) to make distributions of interest to the Holders of the Class E
     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;

          (14) after the Class Principal Balance of the Class D Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class E Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (15) to make distributions to the Holders of the Class E Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (16) to make distributions of interest to the Holders of the Class F
     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;

          (17) after the Class Principal Balance of the Class E Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class F Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (18) to make distributions to the Holders of the Class F Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (19) to make distributions of interest to the Holders of the Class G
     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;


                                     -176-
<PAGE>

          (20) after the Class Principal Balance of the Class F Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class G Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (21) to make distributions to the Holders of the Class G Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (22) to make distributions of interest to the Holders of the Class H
     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;

          (23) after the Class Principal Balance of the Class G Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class H Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (24) to make distributions to the Holders of the Class H Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (25) to make distributions of interest to the Holders of the Class J
     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;

          (26) after the Class Principal Balance of the Class H Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class J Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (27) to make distributions to the Holders of the Class J Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (28) to make distributions of interest to the Holders of the Class K
     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;

          (29) after the Class Principal Balance of the Class J Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class K Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));


                                     -177-
<PAGE>

          (30) to make distributions to the Holders of the Class K Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (31) to make distributions of interest to the Holders of the Class L
     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;

          (32) after the Class Principal Balance of the Class K Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class L Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (33) to make distributions to the Holders of the Class L Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (34) to make distributions of interest to the Holders of the Class M
     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;

          (35) after the Class Principal Balance of the Class L Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class M Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (36) to make distributions to the Holders of the Class M Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (37) to make distributions of interest to the Holders of the Class N
     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;

          (38) after the Class Principal Balance of the Class M Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class N Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (39) to make distributions to the Holders of the Class N Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (40) to make distributions of interest to the Holders of the Class P
     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;


                                     -178-
<PAGE>

          (41) after the Class Principal Balance of the Class N Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class P Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (42) to make distributions to the Holders of the Class P Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (43) to make distributions of interest to the Holders of the Class Q
     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;

          (44) after the Class Principal Balance of the Class P Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class Q Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of 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 Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (45) to make distributions to the Holders of the Class Q Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
     and

          (46) to make distributions to the Holders of the Class R Certificates,
     up to an amount equal to the excess, if any, of (A) the Available
     Distribution Amount for such Distribution Date, over (B) the aggregate
     distributions made in respect of the other Classes of Certificates on such
     Distribution Date pursuant to the prior clauses of this Section 4.01(a).

     Any distributions of interest made with respect to the Class X-1
Certificates or the Class X-2 Certificates on any Distribution Date pursuant to
clause (1) above shall be deemed to have been allocated among the respective
REMIC III Components of such Class of Certificates on a pro rata basis in
accordance with the respective amounts of Accrued Component Interest for such
REMIC III Components for such Distribution Date.

     On each Distribution Date prior to the earlier of (a) any Class A Principal
Distribution Cross-Over Date and (b) the Final Distribution Date, the
Certificate Administrator shall allocate the aggregate distributions of
principal on the Class A Certificates contemplated by clause (2) above to the
Holders of the respective Classes of the Class A Certificates as follows:

          (A) in the case of the Class A-1 Certificates, the lesser of (1) the
     Principal Distribution Amount for such Distribution Date, and (2) the Class
     Principal Balance of the Class A-1 Certificates immediately prior to such
     Distribution Date;

          (B) in the case of the Class A-2 Certificates, after the Class
     Principal Balance of the Class A-1 Certificates has been reduced to zero,
     the lesser of (1) the Principal Distribution Amount for such Distribution
     Date, reduced by any portions of such amount that are allocable to the
     Class A-1 Certificates as described in the immediately preceding clause (A)
     and (2) the Class Principal Balance of the Class A-2 Certificates
     immediately prior to such Distribution Date;


                                     -179-
<PAGE>

          (C) in the case of the Class A-3 Certificates, after the Class
     Principal Balances of the Class A-1 and Class A-2 Certificates have been
     reduced to zero, the lesser of (1) the Principal Distribution Amount for
     such Distribution Date, reduced by any portions of such amount that are
     allocable to the Class A-1 and/or Class A-2 Certificates and as described
     in the immediately preceding clauses (A) and (B) and (2) the Class
     Principal Balance of the Class A-3 Certificates immediately prior to such
     Distribution Date;

          (D) in the case of the Class A-4 Certificates, after the Class
     Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates
     have been reduced to zero, the lesser of (1) the Principal Distribution
     Amount for such Distribution Date, reduced by any portions of such amount
     that are allocable to the Class A-1, Class A-2 and/or Class A-3
     Certificates and as described in the immediately preceding clauses (A), (B)
     and (C) and (2) the Class Principal Balance of the Class A-4 Certificates
     immediately prior to such Distribution Date;

          (E) in the case of the Class A-5 Certificates, after the Class
     Principal Balances of the Class A-1, Class A-2, Class A-3 and Class A-4
     Certificates have been reduced to zero, the lesser of (1) the Principal
     Distribution Amount for such Distribution Date, reduced by any portions of
     such amount that are allocable to the Class A-1, Class A-2, Class A-3
     and/or Class A-4 Certificates and as described in the immediately preceding
     clauses (A), (B), (C) and (D) and (2) the Class Principal Balance of the
     Class A-5 Certificates immediately prior to such Distribution Date.

On each Distribution Date coinciding with or following the Class A Principal
Distribution Cross-Over Date, and in any event on the Final Distribution Date,
the Certificate Administrator shall allocate the aggregate distributions of
principal on the Class A Certificates contemplated by clause (2) above to the
Holders of the respective Classes of the Class A Certificates on a pro rata
basis in accordance with their respective Class Principal Balances immediately
prior to such Distribution Date, in each case up to the Class Principal Balance
of such Class.

     (b) Funds on deposit in the Distribution Account on each Distribution Date
that represent Prepayment Premiums or Yield Maintenance Charges Received by the
Trust with respect to any Pooled Mortgage Loan or REO Pooled Mortgage Loan
during the related Collection Period, in each case net of any Liquidation Fees
payable therefrom, shall be distributable as follows. On each Distribution Date,
the Certificate Administrator shall withdraw from the Distribution Account and
distribute to the Holders of each Class of the Class A, Class B, Class C, Class
D, Class E, Class F, Class G and/or Class H Certificates to whom the Certificate
Administrator is to make a distribution in respect of principal pursuant to
Section 4.01(a) an amount equal to the product of (i) full amount of the funds
representing each respective Prepayment Premium or Yield Maintenance Charge
Received by the Trust with respect to any Pooled Mortgage Loan or REO Pooled
Mortgage Loan during the related Collection Period, in each case net of any
Liquidation Fees payable therefrom, multiplied by (ii) a fraction (which in no
event may be greater than 1.0 or less than 0.0), the numerator of which is equal
to the excess, if any, of the Pass-Through Rate for such Class of Certificates
for the Interest Accrual Period related to such Distribution Date over the
relevant Discount Rate, and the denominator of which is equal to the excess, if
any, of the Mortgage Rate for such Pooled Mortgage Loan or REO Pooled Mortgage
Loan, as the case may be, over the relevant Discount Rate (provided that if the
denominator of such fraction is equal to zero, such fraction shall be deemed to
equal 0.0), and further multiplied by (iii) a fraction, the numerator of which
is equal to the amount of principal to be distributed on such Class of Principal
Balance Certificates on such Distribution Date pursuant to Section 4.01(a) and
the denominator of which is equal to the aggregate amount of principal to be
distributed on the Principal Balance Certificates on such Distribution Date. If
such Distribution Date occurs prior to November 2009, the Certificate
Administrator shall withdraw from the Distribution Account any funds on deposit
in the Distribution Account that represent the remaining portion of such
Prepayment Premium or Yield Maintenance Charge and distribute (i) 75.0% of such
funds to the Holders of the Class X-1 Certificates and (ii) 25.0% of such funds
to the Holders of the Class X-2 Certificates. If such Distribution Date occurs
in or after November 2009, the Certificate Administrator shall withdraw from the
Distribution Account any funds on deposit in the Distribution Account that
represent the remaining portion of such Prepayment Premium or Yield Maintenance
Charge and distribute 100% of such funds to the Holders of the Class X-1
Certificates. Any funds distributed on a Class of Certificates in respect of any
Prepayment Premium or Yield Maintenance Charge pursuant to this Section 4.01(b)
shall constitute an "Additional Yield Amount" for such Class of Certificates.


                                     -180-
<PAGE>

     For purposes of the immediately preceding paragraph, the relevant "Discount
Rate" in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Pooled Mortgage Loan or REO Pooled Mortgage Loan and
distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Pooled
Mortgage Loan or REO Pooled Mortgage Loan, as the case may be, such discount
rate (as reported by the applicable Master Servicer), converted (if necessary)
to a monthly equivalent yield, or (ii) if a discount rate was not used in the
calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Pooled Mortgage Loan or REO Pooled
Mortgage Loan, as the case may be, the yield calculated by the linear
interpolation of the yields (as reported under the heading "U.S. Government
Securities/Treasury Constant Maturities" in Federal Reserve Statistical Release
H.15 (519) published by the Federal Reserve Board for the week most recently
ended before the date of the relevant prepayment (or deemed prepayment) of U.S.
Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the related Maturity Date (or, in the case of a Pooled
Mortgage Loan that is, or an REO Pooled Mortgage Loan that was, an ARD Mortgage
Loan, the related Anticipated Repayment Date), such interpolated yield converted
to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519)
is no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant
maturities.

     Any Additional Yield Amount distributed in respect of the Class X-1
Certificates on any Distribution Date shall be deemed to have been distributed
in respect of the respective REMIC III Components of the Class X-1 Certificates,
on a pro rata basis in accordance with the respective amounts by which the
Component Notional Amounts of such REMIC III Components were reduced on such
Distribution Date by deemed distributions of principal pursuant to Section
4.01(i). Any Additional Yield Amount distributed in respect of the Class X-2
Certificates on any Distribution Date shall be deemed to have been distributed
in respect of the respective REMIC III Components of the Class X-2 Certificates,
on a pro rata basis in accordance with the respective amounts by which the
Component Notional Amounts of such REMIC III Components were reduced on such
Distribution Date by deemed distributions of principal pursuant to Section
4.01(i) or, in the absence of any such reduction, in accordance with the
Component Notional Amount of such REMIC III Components.

     (c) On each Distribution Date, the Certificate Administrator shall withdraw
from the Distribution Account any amounts then on deposit in the Class V
Sub-Account of the Distribution Account that represent Post-ARD Additional
Interest collected or deemed collected in respect of the Pooled Mortgage Loans
that are ARD Mortgage Loans (or any successor REO Mortgage Loans with respect
thereto) during the related Collection Period and shall distribute such amounts
to the Holders of the Class V Certificates.

     (d) All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class of Certificates on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately
available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Certificate Administrator with wiring instructions no less
than five 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 Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) 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 Certificate Administrator was


                                     -181-
<PAGE>

subsequently notified in writing. If such check is returned to the Certificate
Administrator, then the Certificate Administrator, 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 Certificate Administrator shall be set aside by the Certificate
Administrator 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
Certificate Administrator has not, after having taken such reasonable steps,
located the related Holder by the second anniversary of the initial sending of a
check, the Certificate Administrator shall, subject to applicable law,
distribute the unclaimed funds to the Class R Certificateholders.

     (e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Administrator, the Certificate Registrar, the Depositor, the Special
Servicer or the Master Servicers shall have any responsibility therefor except
as otherwise provided by this Agreement or applicable law. The Certificate
Administrator and the Depositor shall perform their respective obligations under
each of the Letter of Representations among the Depositor, the Certificate
Administrator and the initial Depository dated as of the Closing Date and
pertaining to the Book-Entry Certificates, a copy of which Letters of
Representation are attached hereto as Exhibit B.

     (f) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund with respect to 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 with respect to amounts properly previously
distributed on the Certificates.

     (g) Except as otherwise provided in Section 9.01, whenever the Certificate
Administrator receives written notification of or expects that the final
distribution with respect to any Class of Certificates (determined, in the case
of a Class of Principal Balance Certificates, without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Class of Certificates pursuant to Section 4.04(a))
will be made on the next Distribution Date, the Certificate Administrator shall,
no later than the second Business Day prior to such Distribution Date, mail to
each Holder of record of such Class of Certificates on such date a notice to the
effect that:

          (i) the Certificate Administrator 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 the
     end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Certificate Administrator 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, then the Certificate Administrator, 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 non-tendering Certificateholders following the
first


                                     -182-
<PAGE>

anniversary of the delivery of such second notice thereto 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 as
to which notice has been given pursuant to this Section 4.01(g) shall not have
been surrendered for cancellation by the second anniversary of the delivery of
the second notice, the Certificate Administrator shall, subject to applicable
law, distribute to the Class R Certificateholders all unclaimed funds and other
assets which remain subject thereto.

     (h) Notwithstanding any other provision of this Agreement, the Certificate
Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Certificate Administrator reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding. If the
Certificate Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Certificate Administrator shall indicate
the amount withheld to such Certificateholders.

     (i) All distributions made in respect of each Class of Principal Balance
Certificates on each Distribution Date (including the Final Distribution Date)
pursuant to Section 4.01(a) or Section 4.01(b) shall be deemed to have first
been distributed from REMIC II to REMIC III with respect to the Corresponding
REMIC II Regular Interest(s) for such Class of Certificates; and all
distributions made with respect to each Class of Interest Only Certificates on
each Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), and
allocable to any particular REMIC III Component of such Class of Certificates,
shall be deemed to have first been distributed from REMIC II to REMIC III in
respect of the Corresponding REMIC II Regular Interest for such REMIC III
Component. In each case, if such distribution on any such Class of Certificates
was a distribution of accrued interest, of principal, of additional interest (in
the form of one or more Additional Yield Amounts) or in reimbursement of any
Realized Losses and Additional Trust Fund Expenses previously allocated to such
Class of Certificates, then the corresponding distribution deemed to be made on
a REMIC II Regular Interest pursuant to the preceding sentence (and, if
applicable the next paragraph) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of one or more Additional Yield Amounts) or in reimbursement of any
Realized Losses and Additional Trust Fund Expenses previously allocated to REMIC
III in respect of such REMIC II Regular Interest.

     If two or more REMIC II Regular Interests are all Corresponding REMIC II
Regular Interests with respect to the same Class of Principal Balance
Certificates (such as but not limited to the group of REMIC II Regular Interests
consisting of REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2
and REMIC II Regular Interest A-1-3), then (i) deemed distributions of accrued
interest made on such REMIC II Regular Interests shall be allocated among such
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts of accrued interest deemed payable on each such REMIC II Regular
Interest for the subject Distribution Date; (ii) deemed distributions of
principal made on such REMIC II Regular Interests shall be allocated
sequentially to such REMIC II Regular Interests in ascending order of the
numerical portion of their alphanumeric designations that follows the portion
thereof that is the same as the alphabetic or alphanumeric designation of the
Class of Principal Balance Certificates for which such REMIC II Regular
Interests constitute Corresponding REMIC II Regular Interests (for example, in
the case of the group of REMIC II Regular Interests consisting of REMIC II
Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3, first, to REMIC II Regular Interest A-1-1; second, to REMIC II
Regular Interest A-1-2; and, third, to REMIC II Regular Interest A-1-3), in each
case until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; (iii) deemed distributions of additional interest
(in the form of one or more Additional Yield Amounts) made on such REMIC II
Regular Interests shall be allocated among such REMIC II Regular Interests on a
pro rata basis in accordance with the respective amounts of principal allocated
to each such REMIC II Regular Interest pursuant to the immediately preceding
clause (ii) for the subject Distribution Date; and (iv) deemed distributions in
reimbursement of previously allocated Realized Losses and Additional Trust Fund
Expenses made on such REMIC II Regular Interests, shall be allocated among such
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts deemed reimbursable with respect thereto for the subject Distribution
Date.

     The actual distributions made by the Certificate Administrator on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a) or Section 4.01(b), as applicable, shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC II Regular
Interests on such Distribution Date


                                     -183-
<PAGE>

pursuant to this Section 4.01(i). Notwithstanding the deemed distributions on
the REMIC II Regular Interests described in this Section 4.01(i), actual
distributions of funds from the Distribution Account shall be made only in
accordance with Section 4.01(a) or Section 4.01(b), as applicable.

     (j) On each Distribution Date, including the Final Distribution Date, the
Available Distribution Amount for such date shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interests, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:

          (i) as deemed distributions of interest with respect to all the REMIC
     I Regular Interests, up to an amount equal to, and pro rata in accordance
     with, all Uncertificated Distributable Interest with respect to each REMIC
     I Regular Interest for such Distribution Date and, to the extent not
     previously deemed distributed, for all prior Distribution Dates;

          (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each REMIC I Regular Interest, the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the related Pooled Mortgage Loan(s) or REO Pooled Mortgage Loan(s); and

          (iii) as deemed distributions with respect to all the REMIC I Regular
     Interests, up to an amount equal to, pro rata in accordance with, and in
     reimbursement of, any Realized Losses and Additional Trust Fund Expenses
     previously allocated to each REMIC I Regular Interest (with compounded
     interest).

     The portion of each Prepayment Premium and Yield Maintenance Charge that is
distributed to any Class of Regular Interest Certificates on any Distribution
Date shall, in each case, be deemed to have been distributed from REMIC I to
REMIC II in respect of the REMIC I Regular Interest corresponding to the prepaid
Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case may be, in respect
of which such Prepayment Premium or Yield Maintenance Charge was received or
deemed received.

     The actual distributions made by the Certificate Administrator on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a) or Section 4.01(b), as applicable, shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
Section 4.01(b), as applicable.

     SECTION 4.02. Certificate Administrator Reports; Servicer Reporting.

     (a) Certificate Administrator Reports and Information. Based solely on
information provided to the Certificate Administrator by the Master Servicers
pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator
shall prepare (or cause to be prepared) and, on each Distribution Date, provide
or make available electronically (or, upon request by a Privileged Person who is
a Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person a
statement substantially in the form of, and containing the information set forth
in, Exhibit D hereto (the "Certificate Administrator Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Pooled Mortgage Loans
and the Mortgaged Properties; provided that the Certificate Administrator need
not deliver to the Depositor, the Master Servicers, the Special Servicer, the
Underwriters, the Rating Agencies or the Controlling Class Representative any
Certificate Administrator Report that has been made available to such Person via
the Certificate Administrator's internet website as provided below; and
provided, further, that the Certificate Administrator has no affirmative
obligation to discover the identities of Certificate Owners and need only react
to Persons claiming to be Certificate Owners in accordance with Section 5.06;
and provided, further, that during any period that reports are required to be
filed with the Commission with respect to the Trust pursuant to Section 15(d) of
the


                                     -184-
<PAGE>

Exchange Act, each recipient of the Certificate Administrator Report shall be
deemed to have agreed to keep confidential the information therein until such
Certificate Administrator Report is filed with the Commission.

     On each Distribution Date, the Certificate Administrator shall provide or
make available electronically (or, upon request by a Privileged Person who is a
Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person
each file and report comprising the CMSA Investor Reporting Package (other than
the CMSA Special Servicer Loan File), to the extent received by the Certificate
Administrator since the prior Distribution Date (or, in the case of the initial
Distribution Date, since the Closing Date); provided that during any period that
reports are required to be filed with the Commission with respect to the Trust
pursuant to Section 15(d) of the Exchange Act, each recipient of such files and
reports shall be deemed to have agreed to keep confidential the information in
any such file or report until such particular file or report is filed with the
Commission. Such files and reports shall be so provided or made available such
that: (i) in the case of the CMSA Loan Setup File, the CMSA Loan Periodic Update
File, the CMSA Financial File, the CMSA Property File, the CMSA Loan Level
Reserve/LOC Report and the CMSA Reconciliation of Funds Report, such file or
report presents information for all of the Pooled Mortgage Loans and/or
Mortgaged Properties (as applicable) without segregation according to the
identities of the Master Servicers; and (ii) in the case of the CMSA Delinquent
Loan Status Report, the CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, the CMSA Historical Liquidation Report, the CMSA REO Status Report,
the CMSA Servicer Watch List, the CMSA Comparative Financial Status Report, the
CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet and
the Realized Loss Report, such report presents information separately tabbed for
the Pooled Mortgage Loans and/or Mortgaged Properties or REO Properties (as
applicable) for which each respective Master Servicer is the applicable Master
Servicer.

     The Certificate Administrator shall have no obligation to provide the
information or reports described in this Section 4.02(a) until it has received
the requisite information or reports from the Master Servicers provided for
herein, and the Certificate Administrator shall not be in default hereunder due
to a delay in providing such information and reports caused by the failure of a
Master Servicer or the Special Servicer to timely deliver any information or
reports hereunder. None of the Master Servicers, the Special Servicer or the
Certificate Administrator shall be responsible for the accuracy or completeness
of any information supplied to it by a Borrower, each other or a third party,
and accepted by it in good faith, that is included in any reports, statements,
materials or information prepared or provided by either Master Servicer, the
Special Servicer or the Certificate Administrator, as applicable. None of the
Certificate Administrator, the Master Servicers or the Special Servicer shall
have any obligation to verify the accuracy or completeness of any information
provided by a Borrower, a third party or each other.

     The Certificate Administrator shall make available to the general public
each month the related Certificate Administrator Report via its internet website
initially located at "www.ctslink.com/cmbs". In addition, the Certificate
Administrator shall make available each month, via its internet website on a
restricted basis solely to Privileged Persons, (i) the Unrestricted Servicer
Reports, (ii) the CMSA Bond Level File and the CMSA Collateral Summary File, and
(iii) as a convenience to interested persons (and not in furtherance of the
distribution thereof under the securities laws), the Prospectus, this Agreement
and each of the Pooled Mortgage Loan Purchase Agreements (including, in each
case, all schedules and exhibits thereto). Upon notification by the Depositor
that Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated have sold the Non-Registered
Certificates to unaffiliated third parties, the Certificate Administrator shall
remove the restriction provided for in the preceding sentence and shall make
such reports and documents available to any interested person. The Certificate
Administrator shall also make available each month, on a restricted basis to any
Privileged Person via its internet website, (i) the Restricted Servicer Reports
and (ii) any other report at the direction of the Depositor. During any period
that reports are required to be filed with the Commission with respect to the
Trust pursuant to Section 15(d) of the Exchange Act, each recipient of
information regarding the Trust on the Certificate Administrator's internet
website will be deemed to have agreed to keep confidential such information
until such reports are filed with the Commission, and to the extent such
information is presented on the Certificate Administrator's internet website,
such website will bear a legend to the following effect: "No recipient shall use
or disclose the information contained in this statement/report/file in any
manner which could result in a violation of any provision of the Securities Act
of 1933 or the Securities Exchange Act of 1934 or would require registration of
any Non-Registered Certificates pursuant to Section 5 of the Securities Act of
1933."


                                     -185-
<PAGE>

     The Certificate Administrator makes no representations or warranties as to
the accuracy or completeness of any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the Certificate Administrator may disclaim responsibility for any
information distributed by the Certificate Administrator for which it is not the
original source.

     In connection with providing access to the Certificate Administrator's
internet website, the Certificate Administrator may require registration and the
acceptance of a disclaimer (provided that such website provides thereon
electronic means of fulfilling such registration and acceptance for purposes of
obtaining access to Unrestricted Servicer Reports). The Certificate
Administrator shall not be liable for the dissemination of information in
accordance herewith. Questions regarding the Certificate Administrator's
internet website can be directed to the Certificate Administrator's CMBS
customer service desk at (301) 815-6600 or such other number as the Certificate
Administrator may hereinafter specify.

     The Certificate Administrator shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Certificate Administrator Report and may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

     (b) Certain Tax-Related Reporting to Certificateholders by the Certificate
Administrator. Within a reasonable period of time after the end of each calendar
year, the Certificate Administrator shall prepare, or cause to be prepared, and
mail to each Person who at any time during the calendar year was a
Certificateholder (i) a statement containing the aggregate information set forth
on page 2 of Exhibit D hereto for such calendar year or applicable portion
thereof during which such person was a Certificateholder and (ii) such other
customary information as the Certificate Administrator deems necessary or
desirable for Certificateholders to prepare their federal, state and local
income tax returns, including the amount of original issue discount accrued on
the Certificates, if applicable. The obligations of the Certificate
Administrator in the immediately preceding sentence shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Certificate Administrator pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Certificate Administrator shall furnish to such Certificateholder
such information regarding the Pooled Mortgage Loans and the Mortgaged
Properties as such Certificateholder may reasonably request and, as has been
furnished to, or may otherwise be in the possession of, the Certificate
Administrator. Each of the Master Servicers and the Special Servicer shall
promptly provide to the Depositor and the Certificate Administrator such
information regarding, in the case of a Master Servicer, the Mortgage Loans and
the Mortgaged Properties for which it is the applicable Master Servicer and, in
the case of the Special Servicer, the Specially Serviced Mortgage Loans and the
Administered REO Properties, as the case may be, in any event as such party may
reasonably request and that has been furnished to, or may otherwise be in the
possession of, such Master Servicer or the Special Servicer, as the case may be.

     (c) CMSA Loan Periodic Update Files. Not later than 9:00 a.m. (New York
City time) on the third Business Day following each Determination Date (which is
also the second Business Day preceding the related Distribution Date), the
Servicer Report Administrator shall deliver to the Certificate Administrator the
CMSA Loan Periodic Update File, combining information with respect to the Pooled
Mortgage Loans as to which it is the applicable Master Servicer and information
delivered to the Servicer Report Administrator by the other Master Servicer with
respect to the Pooled Mortgage Loans as to which such other Master Servicer is
the applicable Master Servicer (as described in the immediately succeeding
sentence), without segregation according to the identities of the Master
Servicers, and reflecting information as of the close of business on such
Determination Date (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement). Not later than 9:00
a.m. (New York City time) on the second Business Day following each
Determination Date, the Master Servicer that is not the Servicer Report
Administrator shall deliver to the Servicer Report Administrator the CMSA Loan
Periodic Update File with respect to the Pooled Mortgage Loans as to which it is
the applicable Master Servicer, reflecting information as of the close of
business on such Determination Date (or, in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, as of such other date as of which such information is
provided pursuant to the terms of the Non-Trust Servicing Agreement). The CMSA
Loan Periodic Update File delivered by each


                                     -186-
<PAGE>

Master Servicer as described above shall be in an electronic format that is
mutually acceptable to the two Master Servicers and the Certificate
Administrator. Each CMSA Loan Periodic Update File and any written information
supplemental thereto shall include such information with respect to the subject
Pooled Mortgage Loans that is reasonably required by the Certificate
Administrator for purposes of making the calculations and preparing the reports
for which the Certificate Administrator is responsible pursuant to Section 4.01,
this Section 4.02, Section 4.04 or any other section of this Agreement, as set
forth in reasonable written specifications or guidelines issued by the
Certificate Administrator from time to time. Such information may be delivered
to the Certificate Administrator by the Servicer Report Administrator and, if
applicable, to the Servicer Report Administrator by the other Master Servicer by
electronic mail or in such electronic or other form as may be reasonably
acceptable to the two Master Servicers and the Certificate Administrator.

     Notwithstanding the foregoing, the parties agree that the CMSA Loan
Periodic Update File required to be delivered by each Master Servicer in
November 2004 will be based solely upon information generated from actual
collections received by such Master Servicer (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master
Servicer) and from information that the respective Pooled Mortgage Loan Sellers
deliver or cause to be delivered to such Master Servicer (including but not
limited to information prepared by third-party servicers of the subject Pooled
Mortgage Loans with respect to the period prior to the Closing Date). The
Special Servicer shall from time to time (and, in any event, upon request)
provide each Master Servicer with such information in its possession regarding
the Specially Serviced Mortgage Loans and Administered REO Properties as may be
necessary for such Master Servicer to prepare each report and any supplemental
information to be provided by such Master Servicer to the Certificate
Administrator.

     (d) CMSA Operating Statement Analysis Report, CMSA Financial Files, CMSA
Comparative Financial Status Reports and CMSA NOI Adjustment Worksheets. The
applicable Master Servicer shall prepare and maintain a CMSA Operating Statement
Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each
Mortgaged Property that secures a Serviced Pooled Mortgage Loan that is not a
Specially Serviced Pooled Mortgage Loan and the Special Servicer shall prepare
and maintain a CMSA Operating Statement Analysis Report and a CMSA NOI
Adjustment Worksheet with respect to each Specially Serviced Pooled Mortgage
Loan and Administered REO Property, in each case in accordance with the
provisions described below. As to quarterly (that is, not annual) periods,
within 105 calendar days after the end of each of the first three calendar
quarters (in each year) for the trailing or quarterly information received,
commencing with respect to the quarter ending on March 31, 2005, the applicable
Master Servicer (in the case of Mortgaged Properties that secure Serviced Pooled
Mortgage Loans that are not Specially Serviced Mortgage Loans) or the Special
Servicer (in the case of Mortgaged Properties securing Specially Serviced
Mortgaged Loans and Administered REO Properties) shall, based upon the operating
statements or rent rolls (if any, and to the extent) received and covering such
calendar quarter, prepare (or, if previously prepared, update) the CMSA
Operating Statement Analysis Report and the CMSA Comparative Financial Status
Report for each related Mortgaged Property and/or REO Property, using the
non-normalized quarterly and year-end operating statements and rent rolls
received from the related Borrower. As to annual (that is, not quarterly)
periods, not later than the second Business Day following the Determination Date
occurring in July of each year (beginning in 2005 for year end 2004), the
applicable Master Servicer (in the case of Mortgaged Properties securing
Serviced Pooled Mortgage Loans that are not Specially Serviced Mortgage Loans)
or the Special Servicer (in the case of Mortgaged Properties securing Specially
Serviced Mortgage Loans and Administered REO Properties) shall, based upon the
most recently available normalized year-end financial statements and most
recently available rent rolls received not less than thirty (30) days prior to
such second Business Day, prepare (or, if previously prepared, update) the CMSA
Operating Statement Analysis Report, the CMSA Comparative Financial Status
Report and a CMSA NOI Adjustment Worksheet for each related Mortgaged Property
and/or REO Property.

     The Master Servicers and the Special Servicer shall each remit
electronically an image of each CMSA Operating Statement Analysis Report and/or
each CMSA NOI Adjustment Worksheet prepared or updated by it (promptly following
initial preparation and each update thereof), together with the underlying
operating statements and rent rolls to the Controlling Class Representative, the
Certificate Administrator (upon request) and, in the case of such a report
prepared or updated by a Master Servicer, the Special Servicer. The Certificate
Administrator shall, upon request from the applicable Master Servicer or the
Special Servicer and, to the extent such items have been delivered to the
Certificate Administrator by a Master Servicer or the Special Servicer, deliver
to any Certificateholder or, if the Certificate


                                     -187-
<PAGE>

Administrator has in accordance with Section 5.06(b) confirmed the Ownership
Interest in the Certificates held thereby, any Certificate Owner, a copy of the
CMSA Operating Statement Analysis, the CMSA Financial File and the CMSA NOI
Adjustment Worksheet (or update thereof) for any Mortgaged Property or REO
Property and, if requested, the related operating statement or rent rolls.

     The applicable Master Servicer for each Non-Trust-Serviced Pooled Mortgage
Loan shall deliver information comparable to the above-described information to
the same Persons as described above and according to the same time frames as
described above, with reasonable promptness following such Master Servicer's
receipt of such information from the related Non-Trust Master Servicer under the
applicable Non-Trust Servicing Agreement.

     If, with respect to any Performing Serviced Mortgage Loan, the Special
Servicer has any questions for the related Borrower based upon the information
delivered to the Special Servicer pursuant to Section 3.12(a) or this Section
4.02(d), the applicable Master Servicer shall, in this regard and without
otherwise changing or modifying its duties hereunder, reasonably cooperate with
the Special Servicer in assisting the Special Servicer in the Special Servicer's
efforts to contact and solicit information from such Borrower.

     (e) Reporting by the Special Servicer. Not later than 2:00 p.m. (New York
City time) on the first Business Day following each Determination Date, the
Special Servicer shall prepare and deliver or cause to be delivered to both of
the Master Servicers and the Controlling Class Representative, the CMSA Special
Servicer Loan File with respect to those Specially Serviced Mortgage Loans and
Administered REO Properties, providing the required information as of such
Determination Date. In addition, the Special Servicer shall from time to time
provide the Master Servicers with such information in the Special Servicer's
possession regarding any Specially Serviced Mortgage Loan or Administered REO
Property as may be requested by either Master Servicer and is reasonably
necessary for such Master Servicer to prepare each report and any supplemental
information required to be provided by such Master Servicer to the Certificate
Administrator or (in the case of the Master Servicer that is not the Servicer
Report Administrator) to the Servicer Report Administrator.

     (f) Other Reporting by the Master Servicers. Not later than 12:00 noon (New
York City time) on the Business Day immediately preceding each Distribution
Date, the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Certificate Administrator
a CMSA Financial File, a CMSA Property File and a CMSA Comparative Financial
Status Report, combining information for the Pooled Mortgage Loans and REO
Properties for which it is the applicable Master Servicer and the information
delivered to the Servicer Report Administrator by the other Master Servicer with
respect to the Pooled Mortgage Loans and REO Properties for which such other
Master Servicer is the applicable Master Servicer, without segregation according
to the identities of the Master Servicers, and in each case providing the most
recent information with respect to the subject Pooled Mortgage Loans and REO
Properties as of the related Determination Date (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, as of such other date as of which such
information is provided pursuant to the terms of the related Mortgage Loan Group
Intercreditor Agreement and the related Non-Trust Servicing Agreement) and, in
each case, if applicable, identifying each subject Pooled Mortgage Loan by loan
number and property name. Not later than 9:00 a.m. (New York City time) on the
third Business Day following each Determination Date, the Master Servicer that
is not the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Servicer Report
Administrator a CMSA Financial File, a CMSA Property File and a CMSA Comparative
Financial Statement Report, combining information for the Pooled Mortgage Loans
and REO Properties for which such Master Servicer is the applicable Master
Servicer and in each case providing the most recent information with respect to
the subject Pooled Mortgage Loans and REO Properties as of the related
Determination Date (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement) and, in each case, if
applicable, identifying each subject Pooled Mortgage Loan by loan number and
property name. Each CMSA Financial File, CMSA Property File and CMSA Comparative
Financial Statement Report delivered by a Master Servicer as described above
shall be in a computer-readable medium downloadable by the Certificate
Administrator and (if applicable) the Servicer Report Administrator (or, at the
Certificate Administrator's or (if applicable) the Servicer Report
Administrator's written request, in a form reasonably acceptable to the
recipient, including on a loan-by-loan basis). Notwithstanding the foregoing
provisions of this subsection (f), neither


                                     -188-
<PAGE>

Master Servicer shall be required to prepare and/or deliver any of such files or
reports with respect to the Determination Date in November 2004.

     Not later than 12:00 noon (New York City time) on the Business Day
immediately preceding each Distribution Date, the Servicer Report Administrator
shall deliver or cause to be delivered, with respect to those Pooled Mortgage
Loans and REO Properties as to which it is the applicable Master Servicer, and
shall prepare (if any to the extent necessary) and deliver or cause to be
delivered to the Certificate Administrator, in a computer-readable medium
downloadable by the Certificate Administrator (or, at the Certificate
Administrator's written request, in a form reasonably acceptable to the
recipient, including on a loan-by-loan basis), a CMSA Delinquent Loan Status
Report, a CMSA Historical Loan Modification and Corrected Mortgage Loan Report,
a CMSA Historical Liquidation Report, a CMSA REO Status Report, a CMSA Operating
Statement Analysis Report, a CMSA Comparative Financial Status Report, a CMSA
Servicer Watch List, a CMSA NOI Adjustment Worksheet and a Realized Loss Report,
in each case combining information for the Pooled Mortgage Loans and REO
Properties for which it is the applicable Master Servicer and the information
delivered to the Servicer Report Administrator by the other Master Servicer with
respect to the Pooled Mortgage Loans and REO Properties for which such other
Master Servicer is the applicable Master Servicer but segregated according to
the identities of the Master Servicers, in each case providing the most recent
information with respect to the subject Pooled Mortgage Loans and REO Properties
as of the related Determination Date (or, in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, as of such other date as of which such information is
provided pursuant to the terms of the related Non-Trust Servicing Agreement)
and, in each case, if applicable, identifying each subject Pooled Mortgage Loan
by loan number and property name. On the third Business Day following each
Determination Date (which date is the Business Day immediately preceding the
related Distribution Date), the Master Servicer that is not the Servicer Report
Administrator, shall prepare (if any to the extent necessary) and deliver or
cause to be delivered to the Servicer Report Administrator, in a
computer-readable medium downloadable by the Servicer Report Administrator (or,
at the Servicer Report Administrator's written request, in a form reasonably
acceptable to the recipient, including on a loan-by-loan basis), a CMSA
Delinquent Loan Status Report, a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, a CMSA Historical Liquidation Report, a CMSA REO Status
Report, a CMSA Operating Statement Analysis Report, a CMSA Comparative Financial
Status Report, a CMSA Servicer Watch List, a CMSA NOI Adjustment Worksheet and a
Realized Loss Report, in each case combining information for the Pooled Mortgage
Loans and REO Properties for which it is the applicable Master Servicer, in each
case providing the most recent information with respect to the subject Pooled
Mortgage Loans and REO Properties as of the related Determination Date (or, in
the case of a Non-Trust-Serviced Pooled Mortgage Loan, as of such other date as
of which such information is provided pursuant to the terms of the related the
related Non-Trust Servicing Agreement) and, in each case, if applicable,
identifying each subject Pooled Mortgage Loan by loan number and property name.
Notwithstanding the foregoing, neither Master Servicer shall be required to
prepare and deliver any of such files or reports with respect to the initial
Determination Date following the Closing Date.

     Each Master Servicer may, but is not required to, make any of the reports
or files comprising the CMSA Investor Reporting Package prepared by it with
respect to the Pooled Mortgage Loans and REO Properties as to which it is the
applicable Master Servicer, available each month on such Master Servicer's
internet website only with the use of a password, in which case such Master
Servicer shall provide such password to (i) the other parties to this Agreement,
who by their acceptance of such password shall be deemed to have agreed not to
disclose such password to any other Person, (ii) the Rating Agencies and the
Controlling Class Representative, and (iii) each Certificateholder and
Certificate Owner who requests such password, provided that any such
Certificateholder or Certificate Owner, as the case may be, has delivered a
certification substantially in the form of Exhibit K-1 to the Certificate
Administrator (with a copy to such Master Servicer). In connection with
providing such access to its internet website, a Master Servicer may require
registration and the acceptance of a reasonable disclaimer and otherwise
(subject to the preceding sentence) adopt reasonable rules and procedures, which
may include, to the extent a Master Servicer deems necessary or appropriate,
conditioning access on execution of a reasonable agreement governing the
availability, use and disclosure of such information, and which may provide
indemnification to such Master Servicer for any liability or damage that may
arise therefrom. For the avoidance of doubt, the foregoing sentence shall not be
construed to limit any right to receive information already provided for in this
Agreement.


                                     -189-
<PAGE>

     If either Master Servicer determines, in its reasonable judgment, that
information regarding the Pooled Mortgage Loans and REO Properties for which it
is the applicable Master Servicer (in addition to the information otherwise
required to be contained in the CMSA Investor Reporting Package) should be
disclosed to Certificateholders and Certificate Owners, then (i) if the nature
of the information is comparable to the information contemplated by the forms of
Restricted Servicer Reports or the applicable Master Servicer otherwise
determines that public availability of such information is not appropriate under
the circumstances, (A) the applicable Master Servicer shall be entitled to so
notify the Certificate Administrator, set forth such information in an
additional report (in a format reasonably acceptable to the Certificate
Administrator), deliver such report to the Certificate Administrator
simultaneously with the delivery of its reports described in the first paragraph
of this Section 4.02(f) and provide to the Certificate Administrator a statement
(for inclusion in the Certificate Administrator Report for the related
Distribution Date or for direct posting to the Certificate Administrator's
website, as the case may be) generally describing the type of information
provided and to the effect that such information will be made available by the
same means and at the same time that the Restricted Servicer Reports are made
available with respect to such Distribution Date; and (B) if the information
described in the immediately preceding clause (A) is timely received, the
Certificate Administrator shall include such statement in the Certificate
Administrator Report for such Distribution Date (or directly post it to the
Certificate Administrator's internet website) and make such additional report
available by the same means and at the same time that the Restricted Servicer
Reports are made available with respect to such Distribution Date; and (ii) if
the nature of the information is not as described by clause (i) above, the
applicable Master Servicer shall be entitled to so notify the Certificate
Administrator, set forth such information in an additional report (in a format
reasonably acceptable to the Certificate Administrator) and deliver such report
to the Certificate Administrator simultaneously with the delivery of its reports
described in the first paragraph of this Section 4.02(f); and (B) if the
information described in the immediately preceding clause (A) is timely
received, the Certificate Administrator shall include such additional report in
or as an attachment to the Certificate Administrator Report for such
Distribution Date (or directly post it to the Certificate Administrator's
internet website). If the applicable Master Servicer or the Special Servicer for
a Serviced Mortgage Loan determines, in its reasonable judgment, that
information regarding such Serviced Mortgage Loan, any related Mortgaged
Property or any related REO Property for which it is the applicable Master
Servicer should be disclosed to the related Non-Pooled Noteholders (if any),
then such Master Servicer may forward or make such information available to such
Non-Pooled Noteholders.

     (g) Certain General Provisions Regarding Reporting. The Special Servicer
shall deliver to the applicable Master Servicer(s) the reports and files
required to be delivered pursuant to Section 4.02(d) and Section 4.02(e), the
Master Servicer that is not the Servicer Report Administrator shall deliver to
the Servicer Report Administrator the reports and files required to be delivered
pursuant to Section 4.02(c), Section 4.02(d) and Section 4.02(f) and the
applicable Master Servicer(s) shall deliver to the Certificate Administrator the
reports set forth in Section 4.02(c) and Section 4.02(f), in an electronic
format reasonably acceptable to the Special Servicer, the Master Servicers and
the Certificate Administrator. Each Master Servicer may, absent manifest error,
conclusively rely on the file to be provided by the Special Servicer pursuant to
Section 4.02(e). The Servicer Report Administrator may, absent manifest error,
conclusively rely on the reports to be provided by the other Master Servicer
pursuant to Section 4.02(c) and Section 4.20(f). The Certificate Administrator
may, absent manifest error, conclusively rely on the reports to be provided by a
Master Servicer pursuant to Section 4.02(c) and Section 4.20(f). To the extent
that any report to be prepared and provided to the Certificate Administrator,
the Controlling Class Representative and/or (if applicable) the Servicer Report
Administrator by a Master Servicer pursuant to Section 4.02(c) and Section
4.20(f) is dependent on information from the Special Servicer, the other Master
Servicer or a party under a Non-Trust Servicing Agreement, and the Special
Servicer, such other Master Servicer or such party under a Non-Trust Servicing
Agreement (as the case may be) has not timely provided such information to such
Master Servicer, such Master Servicer shall on a timely basis provide to the
Certificate Administrator, the Controlling Class Representative and/or (if
applicable) the Servicer Report Administrator, as applicable, as complete a
report as the information provided by the Special Servicer, such other Master
Servicer or such party under a Non-Trust Servicing Agreement (as the case may
be) permits and shall promptly update and provide to the Certificate
Administrator, the Controlling Class Representative and/or (if applicable) the
Servicer Report Administrator, as applicable, a complete report when the Special
Servicer, such other Master Servicer or such party under a Non-Trust Servicing
Agreement (as the case may be) provides such Master Servicer with the requisite
missing information; and such Master Servicer shall not be in breach hereunder
for so providing an incomplete report under Section 4.02(c) or Section


                                     -190-
<PAGE>

4.02(f) under the foregoing circumstances. Furthermore, if any report to be
provided to the Certificate Administrator, the Controlling Class Representative
and/or (if applicable) the Servicer Report Administrator by a Master Servicer
pursuant to Section 4.02(c) or Section 4.02(f) was to be prepared by the Special
Servicer or the other Master Servicer and delivered to such Master Servicer,
such Master Servicer shall not be in breach by reason of any delay in its
delivery of such report to the Certificate Administrator, the Controlling Class
Representative and/or (if applicable) the Servicer Report Administrator, as
applicable, by reason of a delay on the part of the Special Servicer or such
other Master Servicer (as the case may be) to deliver such report to such Master
Servicer; and such Master Servicer shall deliver as promptly as reasonably
practicable to the Certificate Administrator, the Controlling Class
Representative and/or the Servicer Report Administrator, as applicable, any such
report that it receives from the Special Servicer or such other Master Servicer
(as the case may be) after the requisite delivery date.

     (h) Order of Presentations. Each report hereunder that comprises part of
the CMSA Investor Reporting Package shall, to the extent such report presents
information regarding the individual Mortgage Loans and Mortgaged Properties,
present such information in ascending order of the loan identification number
set forth in the Prospectus.

     (i) Certain Means of Delivery. Except to the extent a form of delivery is
specified in this Agreement, if a Master Servicer or the Special Servicer is
required to deliver any statement, report or information under any provision of
this Agreement, such Master Servicer or the Special Servicer, as the case may
be, may satisfy such obligation by (x) physically delivering a paper copy of
such statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on a Master Servicer's internet website or the
Certificate Administrator's internet website and notifying the Person(s)
entitled to such statement, report or information of such availability.
Notwithstanding the foregoing, the Certificate Administrator, the Trustee and
the Special Servicer may each request delivery in paper format of any statement,
report or information required to be delivered to the Certificate Administrator,
the Trustee or the Special Servicer, as the case may be, and clause (z) shall
not apply to the delivery of any information required to be delivered to the
Certificate Administrator, the Trustee or the Special Servicer, as the case may
be, unless the Certificate Administrator, the Trustee or the Special Servicer,
as the case may be, consents to such delivery.

     (j) Notwithstanding any other provision of this Agreement to the contrary,
the parties hereto shall cause to be delivered to the Controlling Class
Representative the reports and information set forth on Exhibit E-6 hereto in
the manner, formats and at the times set forth therein. The intention of this
Section 4.02 is (among other things) to implement the reporting contemplated by
such Exhibit E-6. If the Controlling Class Representative and the Special
Servicer are Affiliates of one another, a report delivered to one of them by a
Master Servicer need not also be delivered to the other of them.

     (k) During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, access to information regarding the Trust on a Master Servicer's Internet
Website will be conditioned to the party attempting to gain such access
electronically agreeing to keep confidential any such information that has not
been filed with the Commission.

     (l) No provisions of this Agreement shall be deemed to require a Master
Servicer or the Special Servicer to confirm or make any representation regarding
the accuracy of (or to be liable or responsible for) any other Person's
information or report.

     (m) Each of the Master Servicers shall produce the reports required of it
under this Agreement (including those set forth on Exhibit E-6) but shall not be
required to (but may upon request) produce any ad hoc non-standard written
reports. If a Master Servicer elects to provide any non-standard reports, it may
require the Person requesting such report to pay a reasonable fee to cover the
costs of the preparation thereof.

     (n) Notwithstanding anything in this Section 4.02 to the contrary, in
preparing and disseminating any of the statements, reports and


                                     -191-
<PAGE>

other information required under this Section 4.02, insofar as such statements,
reports and other information relate to a Non-Trust-Serviced Pooled Mortgage
Loan or any related REO Property, the applicable Master Servicer shall be
entitled to rely upon the information received by it under the related Mortgage
Loan Group Intercreditor Agreement and/or the related Non-Trust Servicing
Agreement; provided that it does not have actual knowledge that any such
information received by it is erroneous. In addition, absent knowledge to the
contrary, the applicable Master Servicer, the Servicer Report Administrator and
the Certificate Administrator shall assume that, on each Distribution Date, for
so long as a Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Pooled
Mortgage Loan with respect thereto is part of the Mortgage Pool, an amount at
least equal to the Monthly Payment (or, following the related maturity date or
any related REO Acquisition, the Assumed Monthly Payment) for the preceding Due
Date will (in the form of a P&I Advance or otherwise) be passed through to the
Certificateholders, with the interest portion thereof adjusted to the related
Net Mortgage Rate.

     (o) Each of the parties hereto shall cooperate with the other to make
information available that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Securities Act.

     (p) With respect to each Serviced Mortgage Loan Group, the applicable
Master Servicer shall deliver or cause to be delivered to each Serviced
Non-Pooled Mortgage Loan Noteholder (or its designee), the Certificate
Administrator (upon request), the Special Servicer and the Controlling Class
Representative the following materials, in writing or by electronic means
reasonably acceptable to related Serviced Non-Pooled Mortgage Loan Noteholder
(or its designee) and such Master Servicer (and such reports may include any
reasonable disclaimers with respect to information provided by third parties or
with respect to assumptions required to be made in the preparation of such
reports as such Master Servicer deems appropriate) not later than two Business
Days after the end of each Collection Period:

          (i) the amount of the distributions made on the respective Mortgage
     Loan(s) in such Serviced Mortgage Loan Group for such period allocable to
     interest (separately identifying Default Interest) and the amount thereof
     allocable to principal;

          (ii) if the amount of the distributions to any related Serviced
     Non-Pooled Mortgage Loan Noteholder was less than the full amount that
     would have been distributable to such Serviced Non-Pooled Mortgage Loan
     Noteholder if there had been sufficient funds, the amount of the shortfall,
     stating separately the amounts allocable to interest and principal;

          (iii) the outstanding principal balance of each Mortgage Loan in such
     Serviced Mortgage Loan Group immediately following payment for such period;

          (iv) the aggregate amount of unscheduled payments of principal
     allocable to each Mortgage Loan in such Serviced Mortgage Loan Group (and
     the source thereof) made during the related period;

          (v) identification of any Event of Default under this Agreement of
     which such Master Servicer has notice or actual knowledge, as of the date
     of such report;

          (vi) the aggregate outstanding Servicing Advances with respect to such
     Serviced Mortgage Loan Group and interest thereon as of the end of, and all
     interest paid on Servicing Advances with respect to such Serviced Mortgage
     Loan Group during, the prior calendar month;

          (vii) the amount of the servicing compensation paid to the applicable
     Master Servicer and the Special Servicer with respect to such Serviced
     Mortgage Loan Group, including the Master Servicing Fee, the Special
     Servicing Fee, any Work-out Fee, any Liquidation Fee and any charges to the
     related Borrower retained by the applicable Master Servicer or the Special
     Servicer as allocated among the Mortgage Loans in such Serviced Mortgage
     Loan Group;


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<PAGE>

          (viii) information relating to the status of such Serviced Mortgage
     Loan Group if the Mortgage Loans in such group constitute Specially
     Serviced Mortgage Loans including, if applicable, the status of the
     bankruptcy of the related Borrower (along with copies of any related
     bankruptcy filings);

          (ix) the amount of any shortfalls in distributions to the holders of
     the Mortgage Loans in such Serviced Mortgage Loan Group for such period and
     the amount of any outstanding amounts due on the such Mortgage Loans for
     prior periods; and

          (x) information contained in the CMSA Investor Reporting Package
     relating solely to the Pooled Mortgage Loans within such Serviced Mortgage
     Loan Group.

     SECTION 4.03. P&I Advances.

     (a) On or before 1:00 p.m. (New York City time) on each P&I Advance Date,
each Master Servicer shall, subject to Section 4.03(c), either (i) remit from
its own funds to the Certificate Administrator for deposit into the Distribution
Account an amount equal to the aggregate amount of P&I Advances, if any, to be
made by such Master Servicer in respect of the related Distribution Date, (ii)
apply amounts held in such Master Servicer's Collection Account for future
distribution to Certificateholders in subsequent months in discharge of any such
obligation to make such P&I Advances, or (iii) make such P&I Advances in the
form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made by such Master Servicer; provided, that the Master Servicer
shall give preference to amounts in clause (ii) of this sentence for purposes of
making P&I Advances. Any amounts held in either Master Servicer's Collection
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in such Master Servicer's records and replaced by such
Master Servicer by deposit in its Collection Account prior to the next
succeeding Master Servicer Remittance 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 3:30 p.m.
(New York City time) on any P&I Advance Date, either Master Servicer shall not
have made any P&I Advance required to be made by it on such date pursuant to
this Section 4.03(a) (and shall not have delivered to the Certificate
Administrator and the Trustee the Officer's Certificate and other documentation
related to a determination of nonrecoverability of a P&I Advance pursuant to
Section 4.03(c)) or shall not have remitted any portion of the Master Servicer
Remittance Amount required to be remitted by such Master Servicer on such date,
then the Certificate Administrator shall provide notice of such failure to such
Master Servicer by facsimile transmission as soon as possible, but in any event
before 4:30 p.m. (New York City time) on such P&I Advance Date. If after such
notice the Certificate Administrator does not receive the full amount of such
P&I Advances by 9:00 a.m. (New York City time) on the related Distribution Date,
then the Certificate Administrator shall promptly notify the Trustee and the
Fiscal Agent (but in any event before 10:00 a.m. (New York City time) and the
Trustee (or the Fiscal Agent on its behalf) shall (not later than 12:00 noon,
New York City time, on the related Distribution Date) make the portion of such
P&I Advances that was required to be, but was not, made or remitted, as the case
may be, by such Master Servicer with respect to the related Distribution Date.

     (b) The aggregate amount of P&I Advances to be made by each Master Servicer
(or by the Trustee or Fiscal Agent, as applicable, if such Master Servicer fails
to do so) in respect of any Distribution Date, subject to Section 4.03(c) below,
shall equal the aggregate of all Monthly Payments (other than Balloon Payments)
and any Assumed Monthly Payments, in each case net of any related Master
Servicing Fees (and, in the case of a Non-Trust-Serviced Pooled Mortgage Loan or
REO Pooled Mortgage Loan that is a successor thereto), any comparable master
servicing fees under the related Non-Trust Servicing Agreement), due or deemed
due, as the case may be, in respect of the Pooled Mortgage Loans as to which
such Master Servicer is the applicable Master Servicer and any successor REO
Mortgage Loans with respect thereto on their respective Due Dates occurring in
the month in which such Distribution Date occurs, in each case to the extent
such amount was not Received by the Trust as of the close of business on the
related Determination Date; provided that, if an Appraisal Reduction Amount
exists with respect to any Required Appraisal Loan, then the interest portion of
any P&I Advance required to be made in respect of such Required Appraisal Loan
for the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion of such P&I Advance)
to equal the product of (i) the amount of the interest portion of such P&I
Advance that would otherwise be required to be made in respect of such Required
Appraisal Loan for such Distribution Date without


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<PAGE>

regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which shall equal the Stated Principal Balance of
such Required Appraisal Loan immediately prior to such Distribution Date, net of
the related Appraisal Reduction Amount, and the denominator of which shall equal
the Stated Principal Balance of such Required Appraisal Loan immediately prior
to such Distribution Date.

     (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 a Master Servicer (or, if
applicable, the Trustee or the Fiscal Agent) that a prior P&I Advance (or
Unliquidated Advance in respect thereof) that it has made constitutes a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be made by such Person in its
reasonable, good faith judgment. In making such recoverability determination,
such Person will be entitled to consider (among other things) only the
obligations of the Borrower under the terms of the related Pooled Mortgage Loan
as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their "as is" or then current conditions and
occupancies, as modified by such party's assumptions regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties,
to estimate and consider (among other things) future expenses and to estimate
and consider (among other things) the timing of recoveries. In addition, any
such Person may update or change its recoverability determinations at any time
and may obtain from the Special Servicer any analysis, Appraisals or market
value estimates or other information in the possession of the Special Servicer
for such purposes. Any determination by a Master Servicer (or, if applicable,
the Trustee or the Fiscal Agent) that it 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
Depositor, the Special Servicer, the Certificate Administrator, the Controlling
Class Representative and, if made by a Master Servicer, the Trustee (on or
before the related P&I Advance Date in the case of a proposed P&I Advance),
setting forth the basis for such determination, accompanied by a copy of an
Appraisal of the related Mortgaged Property or REO Property performed within the
12 months preceding such determination by a Qualified Appraiser, and further
accompanied by any other information, including engineers' reports,
environmental surveys or similar reports, that the Person making such
determination may have obtained. A copy of any such Officer's Certificate (and
accompanying information) of the Trustee or the Fiscal Agent shall also be
promptly delivered to the Certificate Administrator, the Controlling Class
Representative, the Special Servicer and the Master Servicer for the subject
Mortgage Loan. Absent bad faith, a Master Servicer's determination as to the
recoverability of any P&I Advance shall be conclusive and binding on the
Certificateholders and, in all cases, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on any nonrecoverability determination made by a
Master Servicer with respect to a particular P&I Advance. The Special Servicer
shall promptly furnish any party required to make P&I Advances hereunder with
any information in its possession regarding the Specially Serviced Pooled
Mortgage Loans and REO Properties as such party required to make P&I Advances
may reasonably request. The applicable Master Servicer shall consider
Unliquidated Advances in respect of prior P&I Advances as outstanding Advances
for purposes of recoverability determinations as if such Unliquidated Advance
were a P&I Advance.

     The Special Servicer for each Pooled Mortgage Loan shall also be entitled
to make a determination (subject to the same standards and procedures that apply
in connection with a determination by the applicable Master Servicer) to the
effect that a prior P&I Advance (or Unliquidated Advance in respect thereof)
previously made hereunder by the applicable Master Servicer (or, if applicable,
the Trustee or the Fiscal Agent) constitutes a Nonrecoverable P&I Advance or
that any proposed P&I Advance by the applicable Master Servicer (or, if
applicable, the Trustee or the Fiscal Agent), if made, would constitute a
Nonrecoverable P&I Advance, in which case such P&I Advance shall constitute a
Nonrecoverable P&I Advance for all purposes of this Agreement. A copy of any
Officer's Certificate (and accompanying information) of the Special Servicer in
support of its determination shall be promptly delivered to the Master Servicer
for the subject Mortgage Loan. The Special Servicer may update or change its
recoverability determination at any time.

     In connection with each Non-Pooled Pari Passu Companion Loan (but only from
and after the date on which the applicable Master Servicer has received notice
to the effect that such Non-Pooled Pari Passu Companion Loan has been
securitized as part of a rated commercial mortgage securitization similar to the
securitization effected by this Agreement, if such Non-Pooled Pari Passu
Companion Loan is not the subject of a rated commercial mortgage securitization
as of the Closing Date): (i) if the applicable Master Servicer receives written
notice (which notice is


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<PAGE>

accompanied by the supporting evidence for such determination) that the related
master servicer or other comparable party responsible for making debt service
advances under the pooling and servicing agreement for such securitization has
determined, pursuant to such agreement, that any debt service advance made or to
be made with respect to the related Non-Pooled Pari Passu Companion Loan (or any
successor REO mortgage loan with respect thereto) would not ultimately be
recoverable out of collections on such Mortgage Loan (or such REO mortgage
loan), then such Master Servicer shall deliver an Officer's Certificate to such
effect to the Trustee, the Fiscal Agent, the Special Servicer and the Depositor
or shall forward a copy of the written notice received from such master servicer
or comparable party; (ii) if such Master Servicer thereafter receives notice
(which notice is accompanied by the supporting evidence for such determination)
that such determination has been withdrawn or rescinded by such comparable
party, or if P&I Advances related to such Non-Trust-Serviced Pooled Mortgage
Loan otherwise cease to be deemed to constitute Nonrecoverable P&I Advances by
operation of the definition of "Nonrecoverable P&I Advance" herein, then such
Master Servicer shall provide notice to such effect to the Trustee, the Fiscal
Agent, the Special Servicer and the Depositor; (iii) if such Master Servicer
determines that any P&I Advance made or to be made with respect to any Pooled
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) included
in the same Mortgage Loan Group is or, if made, would be a Nonrecoverable P&I
Advance, then the Master Servicer shall notify in writing such comparable party
of such determination (which notice shall be accompanied by the supporting
evidence for such determination as contemplated by the preceding paragraph); and
(iv) following any determination described in the preceding clause (iii), if
such Master Servicer subsequently determines (other than by operation of clause
(ii) above) that P&I Advances made or to be made with respect to such Pooled
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) are no
longer Nonrecoverable P&I Advances, then such Master Servicer shall notify in
writing such comparable party of such determination (which notice shall be
accompanied by the supporting evidence for such determination as contemplated by
the preceding paragraph). Each of the Non-Pooled Pari Passu Companion
Noteholders (and its related master servicer or comparable party responsible for
debt service advances) shall be a third party beneficiary of the preceding
clauses (iii) and (iv) to the extent that such clause relates to the related
Non-Pooled Pari Passu Companion Loans and the Trust or the applicable Master
Servicer is a third party beneficiary of a provision in the related Mortgage
Loan Group Intercreditor Agreement or in the applicable pooling and servicing
agreement that imposes (in connection with the related Non-Pooled Pari Passu
Companion Loan) on such comparable party duties (among others) that are
substantially the same as the duties that are imposed (in connection with the
related Pooled Mortgage Loan) on the applicable Master Servicer under the
preceding clauses (iii) and (iv) and the definition of "Nonrecoverable Advance".
If the applicable Master Servicer receives notice of a nonrecoverability
determination by another party to this Agreement as to any P&I Advance on a
Pooled Mortgage Loan included in a Mortgage Loan Group as described above, such
Master Servicer shall promptly forward such notice and the accompanying
information to the applicable related comparable party under the other pooling
and servicing agreement.

     (d) The Master Servicers, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of each P&I Advance made thereby (with its own
funds), to the extent that such P&I Advance (i) relates to a Monthly Payment or
Assumed Monthly Payment in respect of a Pooled Mortgage Loan that is a Past
Grace Period Loan or an REO Pooled Mortgage Loan when made, in which case such
interest shall begin to accrue from the related P&I Advance Date, or (ii)
remains outstanding when the subject Pooled Mortgage Loan becomes a Past Grace
Period Loan in respect of the subject Monthly Payment or Assumed Monthly
Payment, in which case such interest shall begin to accrue when the subject
Pooled Mortgage Loan becomes a Past Grace Period Loan in respect of the subject
Monthly Payment or Assumed Monthly Payment, in either case, for so long as such
P&I Advance is outstanding (or, in the case of Advance Interest payable to a
Master Servicer, if earlier, until the Late Collection of the delinquent
principal and/or interest in respect of which such P&I Advance was made has been
Received by the Trust). Such interest with respect to any P&I Advance shall be
payable: (i) first, in accordance with Sections 3.05 and 3.28, out of any
Default Charges subsequently collected on the particular Pooled Mortgage Loan or
REO Pooled Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Default Charges are insufficient to cover such Advance Interest, out of general
collections on the Pooled Mortgage Loans and REO Properties on deposit in the
applicable Master Servicer's Collection Account or, to the extent contemplated
by the second paragraph of Section 3.05(a), in the other Master Servicer's
Collection Account. The applicable Master Servicer shall (subject to the
operation of Section 3.05(a)(II)) reimburse itself,


                                     -195-
<PAGE>

the Trustee or the Fiscal Agent, as applicable, for any outstanding P&I Advance
made thereby with respect to any Pooled Mortgage Loan or REO Pooled Mortgage
Loan as soon as practicable after funds available for such purpose are deposited
in such Master Servicer's Collection Account, and in no event shall interest
accrue in accordance with this Section 4.03(d) on any P&I Advance as to which
the corresponding Late Collection was received by or on behalf of the Trust as
of the related P&I Advance Date.

     (e) With regard to such P&I Advances, the applicable Master Servicer, the
Trustee or the Fiscal Agent shall account for that part of the P&I Advances
which is attributable to Past Grace Period Loans, and that part of the P&I
Advances which is attributable to Within Grace Period Loans.

     (f) Notwithstanding anything to the contrary, no P&I Advances shall be made
with respect to any Non-Pooled Mortgage Loan (whether or not it constitutes a
Serviced Non-Pooled Mortgage Loan or otherwise) or any successor REO Mortgage
Loan.

     SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                   Expenses

     (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the
Certificate Administrator shall determine the amount, if any, by which (i) the
then aggregate of the Class Principal Balances of all the Classes of Principal
Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date. If such excess does exist, then, except to the extent that such excess
exists because of the reimbursement of Workout-Delayed Reimbursement Amounts
(from the principal portions of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool pursuant to subsection (II)(iii)
of Section 3.05(a)) during any prior Collection Period (other than those that
were determined to constitute Nonrecoverable Advances in the immediately
preceding Collection Period), the Class Principal Balances of the Class Q, Class
P, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates shall be reduced sequentially, in
that order, in each case, until such excess or the related Class Principal
Balance is reduced to zero (whichever occurs first). If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence
still exceeds the amount described in clause (ii) of such sentence, then, except
to the extent that such excess exists because of the reimbursement of
Workout-Delayed Reimbursement Amounts (from the principal portion of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to subsection (II)(iii) of Section 3.05(a)) during any prior Collection
Period (other than those that were determined to constitute Nonrecoverable
Advances in the immediately preceding Collection Period), the respective Class
Principal Balances of all the outstanding Classes of the Class A Certificates
shall be reduced on a pro rata basis in accordance with the relative sizes of
such Class Principal Balances, until any such remaining excess is reduced to
zero. All such reductions in the Class Principal Balances of the respective
Classes of the Principal Balance Certificates shall constitute allocations of
Realized Losses and Additional Trust Fund Expenses.

     (b) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(i), the Certificate Administrator shall determine the amount, if
any, by which (i) the then aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance
of the Mortgage Pool that will be outstanding immediately following such
Distribution Date. If such excess does exist, then, except to the extent that
such excess exists because of the reimbursement of Workout-Delayed Reimbursement
Amounts (from the principal portion of P&I Advances and/or
payments or other collections of principal on the Mortgage Pool pursuant to
subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period,
the Uncertificated Principal Balances of REMIC II Regular Interest Q, REMIC II
Regular Interest P, REMIC II Regular Interest N, REMIC II Regular Interest M,
REMIC II Regular Interest L, REMIC II Regular Interest K, REMIC II Regular
Interest J, REMIC II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC
II Regular Interest G, REMIC II Regular Interest F-1, REMIC II Regular Interest
F-2, REMIC II Regular Interest E-1, REMIC II Regular Interest E-2, REMIC II
Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest
C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest B-1 and REMIC II
Regular Interest B-2, shall be reduced sequentially, in that order, in each
case, until such excess (other than any portion thereof that exists because of
the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
portion of P&I Advances and/or


                                     -196-
<PAGE>


payments or other collections of principal on the Mortgage Pool pursuant to
subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period)
or the related Uncertificated Principal Balance is reduced to zero (whichever
occurs first). If, after the foregoing reductions, the amount described in
clause (i) of the second preceding sentence still exceeds the amount described
in clause (ii) of such sentence, then, except to the extent that such excess
exists because of the reimbursement of Workout-Delayed Reimbursement Amounts
(from the principal portion of P&I Advances and/or payments or other collections
of principal on the Mortgage Pool pursuant to subsection (II)(iii) of Section
3.05(a)) during the preceding Collection Period, (A) the aggregate amount of the
Uncertificated Principal Balances of the REMIC II Regular Interests (taken as a
group) that are Corresponding REMIC II Regular Interests with respect to the
Class A-1 Certificates, (B) the aggregate amount of the Uncertificated Principal
Balances of the REMIC II Regular Interests (taken as a group) that are the
Corresponding REMIC II Regular Interests with respect to the Class A-2
Certificates, (C) the aggregate amount of the Uncertificated Principal Balances
of the REMIC II Regular Interests (taken as a group) that are Corresponding
REMIC II Regular Interests with respect to the Class A-3 Certificates, (D) the
individual amount of the Uncertificated Principal Balance of the REMIC II
Regular Interest that is the Corresponding REMIC II Regular Interest with
respect to the Class A-4 Certificates and (E) the aggregate amount of the
Uncertificated Principal Balances of the REMIC II Regular Interests (taken as a
group) that are the Corresponding REMIC II Regular Interests with respect to the
Class A-5 Certificates, shall be reduced on a pro rata basis, as among such
individual Corresponding REMIC II Regular Interest(s) and groups of
Corresponding REMIC II Regular Interests for the respective Classes of Class A
Certificates, in accordance with the relative sizes of such individual or
aggregate amounts of Uncertificated Principal Balance (that is, in each
applicable case, where there are multiple REMIC II Regular Interests that are
Corresponding REMIC II Regular Interests with respect to a particular Class of
Class A Certificates, they shall be taken as a group for purposes of this
sentence), until any such remaining excess is reduced to zero. Any reductions in
the aggregate amount of the Uncertificated Principal Balances of a group of
REMIC II Regular Interests that are Corresponding REMIC II Regular Interests
with respect to a particular Class of Class A Certificates pursuant to the
preceding sentence shall be allocated, as between the respective individual
REMIC II Regular Interests that form such group, to reduce the individual
Uncertificated Principal Balances of such REMIC II Regular Interests
sequentially in ascending order of that portion of their alphanumeric
designations that follows the portion thereof that is the same as the
alphanumeric designation of such Class of Class A Certificates (for example, in
the case of the group of REMIC II Regular Interests consisting of REMIC II
Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3, first, to REMIC II Regular Interest A-1-1; second, to REMIC II
Regular Interest A-1-2; and, third, to REMIC II Regular Interest A-1-3), in each
case until such Uncertificated Principal Balance is reduced to zero. All such
reductions in the Uncertificated Principal Balances of the respective REMIC II
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

     (c) On each Distribution Date, if, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(j),
the Uncertified Principal Balance of any REMIC I Regular Interest (after taking
account of such deemed distributions) exceeds the Stated Principal Balance of
the related Pooled Mortgage Loan or REO Pooled Mortgage Loan (or, if such REMIC
I Regular Interest relates to multiple Replacement Pooled Mortgage Loans, the
aggregate Stated Principal Balance of the related Pooled Mortgage Loans and/or
REO Pooled Mortgage Loans), as the case may be, that will be outstanding
immediately following such Distribution Date, then, except to the extent that
such excess exists (taking account of the provisions of the next succeeding
sentence) because of the reimbursement of Workout-Delayed Reimbursement Amounts
(from the principal portion of P&I Advances and/or payments or other collections
of principal on the Mortgage Pool pursuant to subsection (II)(iii) of Section
3.05(a)) during the preceding Collection Period, the Uncertificated Principal
Balance of such REMIC I Regular Interest shall be reduced to equal such Stated
Principal Balance of such related Pooled Mortgage Loan or REO Pooled Mortgage
Loan (or, if such REMIC I Regular Interest relates to multiple Replacement
Pooled Mortgage Loans, the aggregate Stated Principal Balance of the related
Pooled Mortgage Loans and/or REO Pooled Mortgage Loans), as the case may be,
that will be outstanding immediately following such Distribution Date. For
purposes of the immediately preceding sentence, the aggregate amount excluded
from the aggregate reductions of the Uncertificated Principal Balances of the
REMIC I Regular Interests collectively shall equal the amount excluded from the
reductions of the Uncertificated Principal Balances of the REMIC II Regular
Interests pursuant to subsection (b) and such aggregate exclusion amount shall
be deemed to be allocated among the REMIC I Regular Interests pro rata according
to their Stated Principal Balances that, in


                                     -197-
<PAGE>

the absence of such any and all such exclusions, would have been outstanding
immediately after such Distribution Date by operation of the immediately
preceding sentence. Any reductions in the Uncertificated Principal Balances of
the respective REMIC I Regular Interests pursuant to the second preceding
sentence shall be deemed to constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

     SECTION 4.05. Calculations.

     Provided that the Certificate Administrator receives the necessary
information from the Master Servicers and/or the Special Servicer, the
Certificate Administrator shall be responsible for performing all calculations
necessary in connection with the actual and deemed distributions to be made
pursuant to Section 4.01, the preparation of the Certificate Administrator
Reports pursuant to Section 4.02(a) and the actual and deemed allocations of
Realized Losses and Additional Trust Fund Expenses to be made pursuant to
Section 4.04. The Certificate Administrator shall calculate the Available
Distribution Amount for each Distribution Date and shall allocate such amount
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Certificate Administrator shall have no
obligation to recompute, recalculate or otherwise verify any information
provided to it by a Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.05 shall, in the absence of
manifest error, be presumptively deemed to be correct for all purposes
hereunder.


                                     -198-
<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1 through A-3; 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 Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class X-1, Class X-2, 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 P and Class Q
Certificates shall initially be held and transferred through the book-entry
facilities of the Depository. The Regular Interest 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 $25,000 in the case of the Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, $1,000,000 in the case of the Class X-1 and Class X-2
Certificates, $100,000 in the case of the Class B, Class C and Class D
Certificates and $250,000 in the case of the remaining Regular Interest
Certificates, and in each such case in integral multiples of $1 in excess
thereof. The Class R and Class V Certificates will be issuable in denominations
representing Percentage Interests in the related Class of not less than 10%.

     (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 officers or 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 shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Certificate Administrator 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 Trustee, the Depositor, the Master Servicers, the
Special Servicer and (if the Certificate Administrator is not the Certificate
Registrar) the Certificate Administrator, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Certificate Administrator resigns or is
removed in accordance with the terms hereof, the successor certificate
administrator shall immediately succeed to its duties as Certificate Registrar.
The Depositor, the Trustee, the Certificate Administrator (if it is not the
Certificate Registrar), each Master Servicer and the Special Servicer shall each
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.


                                     -199-
<PAGE>

     If three or more Holders make written request to the Certificate Registrar,
and such request states that such Holders 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
Holders propose to transmit, then the Certificate Registrar shall, within 30
days after the receipt of such request, afford (or cause any other Certificate
Registrar to afford) the requesting Holders access during normal business hours
to the most recent list of Certificateholders held by the Certificate Registrar.

     (b) No Transfer of any Non-Registered Certificate or interest therein shall
be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable securities
or blue sky laws of any state or other jurisdiction within the United States,
its territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If offers and sales
of any Certificate are made in any jurisdiction outside of the United States,
its territories and possessions, the Person making such offers and sales must
comply with all applicable laws of such jurisdiction.

     If a Transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Non-Registered Certificates or a Transfer of such
Certificate by the Depositor, any Underwriter or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), 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 hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B (except that, in the case of any proposed
transfer of a Class R Certificate or a Class V Certificate, such prospective
Transferee may provide a certificate substantially in the form attached hereto
as Exhibit F-2A only); or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer (except
that, in the case of any proposed transfer of a Class R Certificate or a Class V
Certificate, such Opinion of Counsel must be to the effect that such prospective
Transferee is a Qualified Institutional Buyer) and 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, either Master Servicer,
the Special Servicer, the Tax Administrator, the Certificate Administrator, the
Trustee, the Fiscal Agent 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.

     If a Transfer of any interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, any Underwriter or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit
F-2C, or (ii) an Opinion of Counsel to the effect that the prospective
Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act. Except as provided in the
following two paragraphs, no interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates shall be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If any Transferee of an interest in the Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates does
not, in connection with the subject Transfer, deliver to the Transferor the
Opinion of Counsel or the certification described in the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that all
the certifications set forth in Exhibit F-2C hereto are, with respect to the
subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor, any Affiliate of the


                                     -200-
<PAGE>

Depositor or any Person designated in writing by the Depositor to any Person who
takes delivery in the form of a beneficial interest in the Regulation S Global
Certificate for such Class of Certificates upon delivery to the Certificate
Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in the Class X-1, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, to
be transferred. Upon delivery to the Certificate Registrar of such certification
and such orders and instructions, the Certificate Administrator, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the Class X-1,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P or Class Q] Certificates, as applicable, and increase the denomination
of the Regulation S Global Certificate for such Class, by the denomination of
the beneficial interest in such Class specified in such orders and instructions.

     Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Certificate Administrator of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Certificate Administrator to debit the account
of a Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of
the certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Rule 144A Global Certificate by the denomination of the
transferred interests in such Rule 144A Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Rule 144A Global Certificate,
and in a denomination equal to the reduction in the denomination of such Rule
144A Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee.

     Except as provided in the next paragraph, no beneficial interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D hereto certifying that such Transferee is not a United States
Securities Person. On or prior to the Release Date, beneficial interests in the
Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates may be held only through Euroclear or Clearstream. The Regulation S
Global Certificate for each Class of Book-Entry Non-Registered Certificates
shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.

     Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor, any Affiliate
of the Depositor or any Person designated in writing by the Depositor to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for such Class of Certificates upon delivery to the
Certificate Registrar of (x) a certificate to the effect that the Certificate
Owner desiring to effect such Transfer is the Depositor or an Affiliate of the
Depositor and (y) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in the Class X-1, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, to
be transferred. Upon delivery to the Certificate Registrar of such certification
and orders and instructions, the Certificate Administrator, subject to and in
accordance with the applicable


                                     -201-
<PAGE>

procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the Class X-1, Class E, Class F, Class G, Class
H. Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates,
as applicable, and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

     None of the Depositor, the Underwriters, the Certificate Administrator, the
Trustee, the Fiscal Agent, the Master Servicers, the Special Servicer, the Tax
Administrator 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 or interest therein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, the
Underwriters, the Certificate Administrator, the Trustee, the Fiscal Agent, each
Master Servicer, the Special Servicer, the Tax Administrator and the Certificate
Registrar against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

     (c) No Transfer of a Certificate or any interest therein shall be made (A)
to any Plan or (B) to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in connection
with the initial issuance of the Non-Registered Certificates or any Transfer of
a Non-Registered Certificate or any interest therein by the Depositor, any
Underwriter or any of their respective Affiliates or, in the case of a Global
Certificate for any Class of Book-Entry Non-Registered Certificates, any
Transfer thereof to a successor Depository or to the applicable Certificate
Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee, and any Certificate Owner
transferring an interest in a Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from its prospective
Transferee, either (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) alternatively, but only in the case of a
Certificate that is not a Class R or Class V Certificate, a certification to the
effect that the purchase and holding of such Certificate or interest therein by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case
of a Non-Registered Certificate that is an Investment Grade Certificate (other
than, if applicable, a Class R or Class V Certificate) that is being acquired by
or on behalf of a Plan in reliance on the Underwriter Exemption, a certification
to the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Certificate
Administrator, the Depositor, any Pooled Mortgage Loan Seller, either Master
Servicer, the Special Servicer, the Primary Servicer, any Sub-Servicer, any
Person responsible for the servicing of a Non-Trust-Serviced Pooled Mortgage
Loan, any Exemption Favored Party or any Borrower with respect to Pooled
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Pooled Mortgage Loans determined as of the Closing Date, or
by any Affiliate of such Person, and (Z) agrees that it will obtain from each of
its Transferees that is a Plan a written representation that such Transferee
satisfied the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y). It is hereby acknowledged that the forms of certification
attached hereto as Exhibit G-1 (in the case of Definitive Non-Registered
Certificates) and Exhibit G-2 (in the case of ownership interests in Book-Entry
Non-Registered Certificates) are acceptable for purposes of the preceding
sentence. In lieu of one of the foregoing certifications, a prospective
Transferee may deliver to the Certificate Registrar a certification of facts and
an Opinion of Counsel which establish to the reasonable satisfaction of the
Trustee that such Transfer will not result in a violation of Section 406 of
ERISA or Section 4975 of the Code or result in the imposition of an excise tax
under Section 4975 of the


                                     -202-
<PAGE>

Code, and will not subject the Trustee, the Depositor, the Certificate
Administrator, the Fiscal Agent, a Master Servicer, the Special Servicer, the
Primary Servicer or a Sub-Servicer to any obligation in addition to those
undertaken in this Agreement; in the case of an ownership interest in a
Book-Entry Non-Registered Certificate, the prospective Transferee shall also
deliver to the Certificate Owner from whom it is acquiring the interest a copy
of such certification of facts and Opinion of Counsel, and a certification that
these documents have been delivered to the Certificate Registrar. If any
Transferee of a Certificate (including a Registered Certificate) or any interest
therein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar (in the case of a Definitive Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee are exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code by reason of an Underwriter Exemption (in the case of such a
Certificate that is an Investment Grade Certificate) or by reason of Sections I
and III of PTCE 95-60 (in the case of such a Certificate that is not an
Investment Grade Certificate).

     (d) (i) Each Person who has or who acquires any Ownership Interest in a
Class R 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 Certificate Administrator under clause (ii) (A)
below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Certificate Administrator 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 disposition. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following provisions:

          (A)  Each Person holding or acquiring any Ownership Interest in a
               Class R Certificate shall be a Permitted Transferee and shall
               promptly notify the Tax Administrator and the Certificate
               Administrator of any change or impending change in its status as
               a Permitted Transferee.

          (B)  In connection with any proposed Transfer of any Ownership
               Interest in a Class R Certificate, the Certificate Registrar
               shall require delivery to it, and shall not register the Transfer
               of any Class R 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, representing and warranting, among other things, that
               such Transferee is a Permitted Transferee, that it is not
               acquiring its Ownership Interest in the Class R Certificate that
               is the subject of the proposed Transfer as a nominee, trustee or
               agent for any Person that is not a Permitted Transferee.

          (C)  Notwithstanding the delivery of a Transfer Affidavit and
               Agreement by a proposed Transferee under clause (B) above, if a
               Responsible Officer of either the Certificate Administrator or
               the Certificate Registrar has actual knowledge that the proposed
               Transferee is not a Permitted Transferee, no Transfer of an
               Ownership Interest in a Class R Certificate to such proposed
               Transferee shall be effected.

          (D)  Each Person holding or acquiring any Ownership Interest in a
               Class R Certificate shall agree (1) to require a Transfer
               Affidavit and Agreement from any prospective Transferee to whom
               such Person attempts to Transfer its Ownership Interest in such
               Class R Certificate and (2) not to Transfer its Ownership
               Interest in such Class R Certificate unless it provides to the
               Certificate Registrar a certificate substantially in the form
               attached hereto as Exhibit H-2 stating that, among other things,
               it has no actual knowledge that such prospective Transferee is
               not a Permitted Transferee.


                                     -203-
<PAGE>

          (E)  Each Person holding or acquiring an Ownership Interest in a Class
               R Certificate, by purchasing such Ownership Interest, agrees to
               give the Tax Administrator and the Certificate Administrator
               written notice that it is a "pass-through interest holder" within
               the meaning of temporary Treasury Regulations Section
               1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
               Interest in a Class R Certificate, if it is, or is holding an
               Ownership Interest in a Class R Certificate on behalf of, a
               "pass-through interest holder".

          (ii) (A) If any purported Transferee shall become a Holder of a Class
               R Certificate in violation of the provisions of this Section
               5.02(d), then the last preceding Holder of such Class R
               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 Class R Certificate. None
               of the Depositor, the Certificate Administrator, the Trustee or
               the Certificate Registrar shall be under any liability to any
               Person for any registration of Transfer of a Class R 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.

          (B)  If any purported Transferee shall become a Holder of a Class R
               Certificate in violation of the restrictions in this Section
               5.02(d), then, to the extent that retroactive restoration of the
               rights of the preceding Holder of such Class R Certificate as
               described in clause (ii)(A) above shall be invalid, illegal or
               unenforceable, the Certificate Administrator shall have the
               right, but not the obligation, to cause the Transfer of such
               Class R Certificate to a Permitted Transferee selected by the
               Certificate Administrator on such terms as the Certificate
               Administrator may choose, and the Certificate Administrator shall
               not be liable to any Person having an Ownership Interest in such
               Class R Certificate as a result of the Certificate
               Administrator's exercise of such discretion. Such purported
               Transferee shall promptly endorse and deliver such Class R
               Certificate in accordance with the instructions of the
               Certificate Administrator. Such Permitted Transferee may be the
               Certificate Administrator itself or any Affiliate of the
               Certificate Administrator.

          (iii) The Tax Administrator shall make available to the IRS and to
     those Persons specified by the REMIC Provisions all information furnished
     to it by the other parties hereto necessary to compute any tax imposed (A)
     as a result of the Transfer of an Ownership Interest in a Class R
     Certificate to any Person who is a Disqualified Organization, 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 Class R
     Certificate and (B) as a result of any regulated investment company, real
     estate investment trust, common trust fund, partnership, trust, estate or
     organization described in Section 1381 of the Code that holds an Ownership
     Interest in a Class R Certificate having as among its record holders at any
     time any Person which is a Disqualified Organization, and each of the other
     parties hereto shall furnish to the Tax Administrator all information in
     its possession necessary for the Tax Administrator to discharge such
     obligation. The Person holding such Ownership Interest shall be responsible
     for the reasonable compensation of the Tax Administrator for providing
     information thereto pursuant to this subsection (d)(iii) and Section
     10.01(d)(i).

          (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 Administrator and the Tax
     Administrator 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 an Adverse Rating Event; and


                                     -204-
<PAGE>

          (B)  an Opinion of Counsel, in form and substance satisfactory to the
               Certificate Administrator and the Tax Administrator, 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 Trustee, the Tax Administrator or the Trust), to
               the effect that doing so will not (1) cause any REMIC Pool to
               cease to qualify as a REMIC or be subject to an entity-level tax
               caused by the Transfer of any Class R Certificate to a Person
               which is not a Permitted Transferee or (2) cause a Person other
               than the prospective Transferee to be subject to a REMIC-related
               tax caused by the Transfer of a Class R Certificate to a Person
               that is not a Permitted Transferee.

     (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator (or such
Certificate Owner) to confirm that, it has (i) sole investment discretion with
respect to each such account and (ii) full power to make the applicable
foregoing acknowledgments, representations, warranties, certifications and
agreements with respect to each such account as set forth in Subsections (b),
(c) and/or (d), as appropriate, of this Section 5.02.

     (f) 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 in authorized denominations evidencing a like
aggregate Percentage Interest in such Class.

     (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class 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.

     (h) 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.

     (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Certificate Administrator or 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.

     (j) 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.

     (k) In connection with the foregoing Sections 5.02(b), (c) and (d), in no
case shall the Depositor be responsible for the costs or expenses of any
certificates, opinions or agreements contemplated by such Sections 5.02(b), (c)
and (d).

     SECTION 5.03. Book-Entry Certificates.

     (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-1,
Class X-2, 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 P and Class Q Certificates shall,
in the case of each such Class, initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
in Section 5.02(b) and Section 5.03(c), a Transfer of such


                                     -205-
<PAGE>

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. The Class X-1, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates
initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in
reliance on another exemption from the registration requirements of the
Securities Act shall, in the case of each such Class, be represented by the Rule
144A Global Certificate for such Class, which shall be deposited with the
Certificate Administrator as custodian for the Depository and registered in the
name of Cede & Co. as nominee of the Depository. The Class X-1, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and
Class Q Certificates initially sold in offshore transactions in reliance on
Regulation S shall, in the case of each such Class, be represented by the
Regulation S Global Certificate for such Class, which shall be deposited with
the Certificate Administrator as custodian for the Depository and registered in
the name of Cede & Co. as nominee of the Depository. 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 Certificate Administrator, the Master Servicers, the Special
Servicer, the Trustee, the Fiscal Agent, 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. Except as
expressly provided to the contrary herein, the rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and brokerage firms representing such Certificate Owners. Multiple
requests and directions from, and votes of, the Depository as Holder of the
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Certificate Administrator 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 Certificate Administrator, 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, the Certificate Administrator 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, and the Authenticating Agent shall authenticate and deliver, the
Definitive Certificates in respect of such Class to the Certificate Owners
identified in such instructions. None of the Depositor, the Master Servicers,
the Special Servicer, the Certificate Administrator, the Trustee or the
Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them 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
Certificate Administrator nor the Certificate Registrar shall have any
responsibility whatsoever to monitor or restrict the Transfer of ownership
interests


                                     -206-
<PAGE>

in any Certificate (including but not limited to any Non-Registered 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 Certificate Administrator and the Certificate Registrar such security or
indemnity as may be reasonably required by them to save each of them harmless,
then, in the absence of actual notice to the Certificate Administrator or 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 Certificate Administrator 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 Certificate Administrator and
the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the applicable REMIC created hereunder, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

     SECTION 5.05. Persons Deemed Owners.

     Prior to due presentment for registration of transfer, the Depositor, the
Master Servicers, the Special Servicer, the Certificate Administrator, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Registrar or any
agent of any of them shall be affected by notice to the contrary.

     SECTION 5.06. Certification by Certificate Owners.

     To the extent that under the terms of this Agreement, it is necessary to
determine whether any Person is a Certificate Owner, the Certificate
Administrator shall make such determination based on a certificate of such
Person which shall be substantially in the form of paragraph 1 of Exhibit K-1
hereto (or such other form as shall be reasonably acceptable to the Certificate
Administrator) and shall specify the Class and Certificate Principal Balance or
Certificate Notional Amount, as the case may be, of the Book-Entry Certificate
beneficially owned; provided, however, that none of the Trustee, the Certificate
Administrator or the Certificate Registrar shall knowingly recognize such Person
as a Certificate Owner if such Person, to the actual knowledge of a Responsible
Officer of the Trustee, the Certificate Administrator or the Certificate
Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry
Certificate in violation of Section 5.02(c), or if such Person's certification
that it is a Certificate Owner is in direct conflict with information actually
known by a Responsible Officer of the Trustee, the Certificate Administrator or
the Certificate Registrar, with respect to the identity of a Certificate Owner.
The Trustee, the Certificate Administrator and the Certificate Registrar shall
each exercise its reasonable discretion in making any determination under this
Section 5.06(b) and shall afford any Person providing information with respect
to its beneficial ownership of any Book-Entry Certificate an opportunity to
resolve any discrepancies between the information provided and any other
information available to the Trustee, the Certificate Administrator or the
Certificate Registrar, as the case may be.

     SECTION 5.07. Appointment of Authenticating Agents.

     (a) The Certificate Administrator may appoint at its expense an
Authenticating Agent, which shall be authorized to act on behalf of the
Certificate Administrator in authenticating Certificates. The Certificate
Administrator shall cause any such Authenticating Agent to execute and deliver
to the Certificate Administrator an instrument in which such Authenticating
Agent shall agree to act in such capacity, with the obligations and
responsibilities herein. Each


                                     -207-
<PAGE>

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 carry on
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
Certificate Administrator hereunder. The appointment of an Authenticating Agent
shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all
acts and omissions of the Authenticating Agent. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Certificate Administrator 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 Certificate
Administrator.

     (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 appointed in accordance with this Section 5.07
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Certificate Administrator, the Trustee, the Certificate
Registrar and the Depositor. The Certificate Administrator may at any time
terminate the agency of any Authenticating Agent appointed in accordance with
this Section 5.07 by giving written notice of termination to such Authenticating
Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving
a notice of such a 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 5.07, the Certificate Administrator may appoint a
successor Authenticating Agent, in which case the Certificate Administrator
shall give written notice of such appointment to the Trustee, 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
5.07. 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.


                                     -208-
<PAGE>

                                   ARTICLE VI

                       THE DEPOSITOR, THE MASTER SERVICERS
                            AND THE SPECIAL SERVICER

     SECTION 6.01. Liability of the Depositor, the Master Servicers and the
                   Special Servicer.

     The Depositor, the Master Servicers 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, each Master Servicer
and the Special Servicer.

     SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, a
                   Master Servicer or the Special Servicer.

     (a) Subject to Section 6.02(b), the Depositor, the Master Servicers and the
Special Servicer shall each keep in full effect its existence, rights and
franchises as a corporation, bank, trust company, partnership, limited liability
company, association or other legal entity under the laws of the jurisdiction
wherein it was organized, and each shall obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

     (b) Each of the Depositor, the Master Servicers and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, a Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, a Master Servicer, the Special Servicer, shall be
the successor of the Depositor, such 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 either Master Servicer or the Special
Servicer unless (i) such succession will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee by each Rating Agency) and (ii) such successor or surviving Person makes
the applicable representations and warranties set forth in Section 2.05 (in the
case of a successor or surviving Person to PAR as a Master Servicer), Section
2.06 (in the case of a successor or surviving Person to WFB as a Master
Servicers) or Section 2.07 (in the case of a successor or surviving Person to
the Special Servicer).

     SECTION 6.03. Limitation on Liability of the Depositor, the Master
                   Servicers and the Special Servicer.

     (a) None of the Depositor, the Master Servicers or the Special Servicer,
or, to the extent that this Agreement may otherwise be construed (in
contravention of the intention of the parties hereto) to impose liability
thereon, any director, member, manager, officer, employee or agent of any such
party, shall be under any liability to the Trust, the Trustee, the
Certificateholders or any Serviced Non-Pooled Mortgage Loan Noteholder 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, a Master Servicer or the Special Servicer, or any director, member,
manager, officer, employee or agent of any such party, against any liability to
the Trust, the Trustee, the Certificateholders or any Serviced Non-Pooled
Mortgage Loan Noteholder for the breach of a representation or warranty made by
such party herein, 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, or negligent
disregard of, such party's obligations or duties hereunder. The Depositor, each
Master Servicer, the Special Servicer and any director, member, manager,
officer, employee or agent of any such party may rely in good faith on any
document of any kind conforming to the requirements of this Agreement for the
truth and accuracy of the contents of that document (and as to certificates and
opinions, including Opinions of Counsel, for the truth of the


                                     -209-
<PAGE>

statements made therein and the correctness of the opinions expressed therein)
reasonably believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties, which document, prima
facie, is properly executed and submitted by any Person, or any employee or
agent of any Person (including legal counsel as to opinions), respecting any
matters arising hereunder. The Depositor, each Master Servicer, the Special
Servicer and any director, member, manager, officer, employee or agent of any
such party, shall be indemnified and held harmless by the Trust out of the
relevant Collection Account, as provided in Section 3.05(a), or the Distribution
Account, as provided in Section 3.05(b), against any loss, liability, cost or
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim relating to this Agreement or the Certificates,
other than any loss, liability, cost or expense: (i) specifically required to be
borne thereby pursuant to the terms hereof; (ii) that constitutes a Servicing
Advance that is otherwise reimbursable under this Agreement; or (iii) incurred
in connection with any legal action or claim against such party resulting from
any breach of a representation or warranty made herein, any misfeasance, bad
faith or negligence in the performance of, or negligent disregard of,
obligations or duties hereunder or any willful or negligent violation of
applicable law. None of the Depositor, the Master Servicers 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, except in the case of a legal action the costs of which such
party is specifically required hereunder to bear, in its opinion does not
involve it in any ultimate expense or liability for which it would not be
reimbursed hereunder; provided, however, that the Depositor, a Master Servicer
or the Special Servicer may in its discretion undertake any such action which it
may reasonably 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 (or, if a Serviced Mortgage Loan Group is
involved, the rights of the Certificateholders and the related Serviced
Non-Pooled Mortgage Loan Noteholder(s) (as a collective whole)). In such event,
the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Trust, and the
Depositor, such Master Servicer or the Special Servicer, as the case may be,
shall be entitled to be reimbursed therefor from the relevant Collection
Account, as provided in Section 3.05(a), or the Distribution Account, as
provided in Section 3.05(b). Notwithstanding the foregoing, if and to the extent
that any loss, liability, cost or expense that is, pursuant to this Section
6.03(a), required to be borne by the Trust out of the Distribution Account or a
Collection Account, relates to any Serviced Mortgage Loan Group, if such
Serviced Mortgage Loan Group includes one or more Serviced Non-Pooled Pari Passu
Companion Loans, such loss, liability, cost or expense shall be payable out of
amounts on deposit in the relevant Collection Account and the related Companion
Note Custodial Account(s) (withdrawals from those accounts to be made pro rata
according to the respective outstanding principal balances of the Pooled
Mortgage Loan and such Serviced Non-Pooled Pari Passu Companion Loan(s) included
in such Serviced Mortgage Loan Group), prior to payment from funds in the
Distribution Account or a Collection Account that are unrelated to such Serviced
Mortgage Loan Group.

     (b) In addition, none of the Master Servicers and the Special Servicer
shall have any liability with respect to, and each of the Master Servicers and
the Special Servicer shall be entitled to rely, as to the truth of the
statements made therein and the correctness of the opinions expressed therein,
on any certificates or opinions furnished to, and accepted in good faith by,
such Master Servicer or the Special Servicer, as the case may be, and conforming
to the requirements of this Agreement. Each of the Master Servicers and the
Special Servicer may rely in good faith on information provided to it by the
other parties hereto (unless the provider and the recipient of such information
are the same Person or Affiliates) and by the Borrowers and property managers,
and will have no duty to investigate or verify the accuracy thereof. Each of the
Master Servicers and the Special Servicer may rely, 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, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as
contemplated by and in accordance with this Agreement and reasonably believed or
in good faith believed by such Master Servicer or the Special Servicer, as the
case may be, to be genuine and to have been signed or presented by the proper
party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel. Furthermore, none of the Master Servicers and the Special
Servicer shall have any liability under this Agreement for any failure of any
other such Person (or any other party to this Agreement) to perform such
Person's obligations or duties hereunder.


                                     -210-
<PAGE>

     SECTION 6.04. Resignation of the Master Servicers and the Special Servicer.

     (a) Each of the Master Servicers and 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 such 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 such Master Servicer or the Special Servicer, as the case may be,
at the date of this Agreement). Any such determination requiring the resignation
of a Master Servicer or the Special Servicer shall be evidenced by an Opinion of
Counsel to such effect which shall be delivered to the Trustee, with a copy to
the Certificate Administrator and the Controlling Class Representative (and each
affected Serviced Non-Pooled Mortgage Loan Noteholder). Unless applicable law
requires the resignation of a Master Servicer or the Special Servicer (as the
case may be) 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 3.27 or Section 7.02 hereof; provided that, if no successor to such
Master Servicer or the Special Servicer, as the case may be, shall have been so
appointed and have accepted appointment within 90 days after such Master
Servicer or the Special Servicer, as the case may be, has given notice of such
resignation, the resigning Master Servicer or Special Servicer, as the case may
be, may petition any court of competent jurisdiction for the appointment of a
successor thereto.

     (b) In addition, each of the Master Servicers and the Special Servicer
shall have the right to resign at any other time, provided that (i) a willing
successor thereto (including any such successor proposed by the resigning party)
has been found that is (a) reasonably acceptable to the Trustee, (b) solely in
the case of a successor to a Master Servicer, reasonably acceptable to the
Controlling Class Representative in its discretion (unless such successor has a
master servicer rating from Fitch that is equal to or greater than "CMS2" or
such successor is the other Master Servicer), and (c) solely in the case of the
Special Servicer if it is a resigning Special Servicer, acceptable to the
Controlling Class Representative in its discretion, (ii) the resigning party has
consulted with (although, except as provided for above, it shall not be required
to have obtained the approval of) the Controlling Class Representative with
respect to the identity and quality of its proposed successor unless such
successor is the other Master Servicer, (iii) each of the Rating Agencies
confirms to the Trustee in writing that the successor's appointment will not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates, (iv) the resigning party pays all costs and expenses in connection
with such transfer, and (v) the successor accepts appointment in writing prior
to the effectiveness of such resignation.

     (c) None of the Master Servicers and the Special Servicer shall be
permitted to resign except as contemplated in subsections (a) and (b) of this
Section 6.04. Consistent with the foregoing, none of the Master Servicers and
the Special Servicer shall (except in connection with any resignation thereby
permitted above in this Section 6.04 or as otherwise expressly provided herein,
including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02)
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person or delegate to, 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 a Master
Servicer or the Special Servicer are transferred to a successor thereto, the
entire amount of compensation payable to such Master Servicer (including without
limitation, in the case of the Master Servicer that is the Servicer Report
Administrator, the Servicer Report Administrator Fee) or the Special Servicer,
as the case may be, that accrues pursuant hereto from and after the date of such
transfer shall be payable to such successor, except (in the case of the Special
Servicer) to the extent provided in Section 3.11(c).

     SECTION 6.05. Rights of the Depositor and the Trustee in Respect of the
                   Master Servicers and the Special Servicer.

     Each of the Master Servicers and the Special Servicer shall afford the
Depositor and the Trustee, upon reasonable notice, during normal business hours
access to all records maintained by it in respect of its rights and obligations
hereunder and access to such of its officers as are responsible for such
obligations. Upon reasonable request and as reasonably related to the
performance of the obligations of the Master Servicers and the Special Servicer,
as applicable, pursuant to this Agreement, each of the Master Servicers and the
Special Servicer shall furnish the Depositor


                                     -211-
<PAGE>

and the Trustee with its most recent publicly available annual audited financial
statements (or, if those are not available, then the most recent publicly
available audited annual financial statements of such Person's corporate parent)
and such other information as is publicly available regarding its business,
affairs, property and condition, financial or otherwise. Each of the Master
Servicers and the Special Servicer may affix to any such information described
in this Section 6.05 provided by it any disclaimer it deems appropriate in its
reasonable discretion. The Depositor may, but is not obligated to, enforce the
obligations of any Master Servicer or Special Servicer hereunder and may, but is
not obligated to, perform, or cause a designee to perform, any defaulted
obligation of any Master Servicer or the Special Servicer hereunder or exercise
the rights of a Master Servicer or the Special Servicer hereunder; provided,
however, that none of the Master Servicers and the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. The Depositor shall not have any responsibility
or liability for any action or failure to act by a Master Servicer or the
Special Servicer and is not obligated to supervise the performance of any Master
Servicer or Special Servicer under this Agreement or otherwise.

     SECTION 6.06. Master Servicers and Special Servicer May Own Certificates.

     Any Master Servicer, Special Servicer or Affiliate thereof may become the
Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with
respect to) any Certificate with (except as otherwise set forth in the
definition of "Certificateholder") the same rights it would have if it were not
a Master Servicer, the Special Servicer or an Affiliate thereof. If, at any time
during which any Master Servicer, Special Servicer or Affiliate of a 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, such
Master Servicer or the Special Servicer, as the case may be, proposes to take
any action (including for this purpose, omitting to take a particular action)
that is not expressly prohibited by the terms hereof and would not, in the
reasonable judgment of such Master Servicer or the Special Servicer (as the case
may be), violate the Servicing Standard, but that, if taken, might nonetheless,
in the reasonable judgment of such Master Servicer or the Special Servicer (as
the case may be), be considered by other Persons to violate the Servicing
Standard, then such Master Servicer or the Special Servicer, as the case may be,
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Certificate Administrator (with a copy to the Trustee) a
written notice that (a) states that it is delivered pursuant to this Section
6.06, (b) identifies the Percentage Interest in each Class of Certificates
beneficially owned by such Master Servicer or the Special Servicer, as the case
may be, or by an Affiliate thereof and (c) describes in reasonable detail the
action that such Master Servicer or the Special Servicer, as the case may be,
proposes to take. The Certificate Administrator, upon receipt of such notice,
shall forward it to the Certificateholders (other than such Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with a request for approval by the Certificateholders of each such
proposed action. 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 such Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as the case may be) shall have consented in
writing (with a copy to each related Serviced Non-Pooled Mortgage Loan
Noteholder, if a Serviced Mortgage Loan Group is involved) to the proposal
described in the written notice, and if such Master Servicer or the Special
Servicer, as the case may be, shall act as proposed in the written notice, such
action shall be deemed to comply with the Servicing Standard. The Certificate
Administrator shall be entitled to reimbursement from the subject Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Certificate Administrator incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that any Master Servicer or 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.


                                     -212-
<PAGE>

                                  ARTICLE VII

                                     DEFAULT

     SECTION 7.01. Events of Default.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

          (i) with respect to a Master Servicer, any failure by such Master
     Servicer to deposit into the Collection Account maintained by such Master
     Servicer or (if it is the applicable Master Servicer for a Serviced
     Mortgage Loan Group) related Companion Note Custodial Account or any amount
     required to be so deposited under this Agreement, which failure continues
     unremedied for one Business Day following the date on which such deposit
     was first required to be made; or

          (ii) with respect to the Special Servicer, any failure by the Special
     Servicer to deposit into the REO Account maintained by it or to deposit, or
     remit to either Master Servicer for deposit, into a Collection Account
     and/or Companion Note Custodial Account, as applicable, any amount required
     to be so deposited or remitted under this Agreement, which failure
     continues unremedied for one Business Day following the date on which such
     deposit or remittance, as the case may be, was first required to be made;
     or

          (iii) (A) any failure by a Master Servicer to remit to the Certificate
     Administrator for deposit into the Distribution Account, on any P&I Advance
     Date, the full amount of P&I Advances required to be made by such Master
     Servicer on such date or, on any Master Servicer Remittance Date, the full
     amount of the Master Servicer Remittance Amount and any Compensating
     Interest Payment required to be remitted by such Master Servicer on such
     date, which failure continues unremedied until 9:00 a.m. (New York City
     time) on the related Distribution Date; provided, however, that if a Master
     Servicer fails to make any deposit contemplated by this Section
     7.01(a)(iii), including any P&I Advance, which deposit is required to be
     made by such Master Servicer on any P&I Advance Date or Master Servicer
     Remittance Date (without regard to any grace period), then such Master
     Servicer shall pay to the Certificate Administrator, for the account of the
     Certificate Administrator, interest on such late remittance at the
     Reimbursement Rate from and including such P&I Advance Date or such Master
     Servicer Remittance Date to but excluding the related Distribution Date; or
     (B) solely in the case of WFB (or and successor thereto) as a Master
     Servicer, the occurrence of any event or circumstance that constitutes an
     "Event of Default" of such Master Servicer according to the provisions of
     Section 3.02(c)(v), Section 3.02(c)(vi), or Section 3.02(d), which event or
     circumstance is not cured at the time and in the manner set forth in such
     Section; or

          (iv) any failure by a Master Servicer to timely make any Servicing
     Advance required to be made by it hereunder, which Servicing Advance
     remains unmade for a period of one Business Day following the date on which
     notice shall have been given to such Master Servicer by the Trustee as
     provided in Section 3.11(f); or

          (v) any failure by the Special Servicer to timely make (or request the
     applicable Master Servicer to make) any Servicing Advance required to be
     made by it hereunder, which Servicing Advance remains unmade for a period
     of one Business Day following the date on which notice has been given to
     the Special Servicer by the Trustee as provided in Section 3.11(f); or

          (vi) any failure on the part of a 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 such Master Servicer or the
     Special Servicer, as the case may be, contained in this Agreement, which
     failure continues unremedied for a period of 30 days after the date on
     which written notice of such failure, requiring the same to be remedied,
     shall have been given to such Master Servicer or the Special Servicer, as
     the case may be, by any other party hereto or


                                     -213-
<PAGE>

     to such Master Servicer or the Special Servicer, as the case may be, with a
     copy to each other party hereto, or by the Holders of Certificates entitled
     to at least 25% of the Voting Rights; provided, however, that, with respect
     to any such failure that is not curable within such 30-day period, such
     Master Servicer or the Special Servicer, as the case may be, shall have an
     additional cure period of 60 days to effect such cure so long as such
     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

          (vii) any breach on the part of a 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 30 days
     after the date on which notice of such breach, requiring the same to be
     remedied, shall have been given to such Master Servicer or the Special
     Servicer, as the case may be, by any other party hereto or to such Master
     Servicer or the Special Servicer, as the case may be, with a copy to each
     other party hereto, or by the Holders of Certificates entitled to at least
     25% of the Voting Rights; provided, however, that, with respect to any such
     breach that is not curable within such 30-day period, such Master Servicer
     or the Special Servicer, as the case may be, shall have an additional cure
     period of 60 days to effect such cure so long as such Master Servicer or
     the Special Servicer, as the case may be, has commenced to cure such breach
     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

          (viii) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law
     for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against a
     Master Servicer or the Special Servicer and such decree or order shall have
     remained in force undischarged, undismissed or unstayed for a period of 60
     days; or

          (ix) a 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, marshalling
     of assets and liabilities or similar proceedings of or relating to it or of
     or relating to all or substantially all of its property; or

          (x) a 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
     association or company action in furtherance of the foregoing; or

          (xi) a Master Servicer or the Special Servicer receives actual
     knowledge that Moody's has (A) qualified, downgraded or withdrawn its
     rating or ratings of one or more Classes of Certificates, or (B) placed one
     or more Classes of Certificates on "watch status" in contemplation of
     possible rating downgrade or withdrawal (and such "watch status" placement
     shall not have been withdrawn by Moody's within 90 days of such actual
     knowledge by the applicable Master Servicer or the Special Servicer, as the
     case may be), and, in case of either of clause (A) or (B), citing servicing
     concerns with such Master Servicer or the Special Servicer as the sole or a
     material factor in such rating action; or

          (xii) both (A) the Trustee receives notice from Fitch or DBRS to the
     effect that the continuation of a Master Servicer or the Special Servicer
     in its respective capacity as such would result in the downgrade or
     withdrawal of any rating then assigned by Fitch or DBRS, as the case may
     be, to any Class of Rated Certificates and (B) such notice is not
     withdrawn, terminated or rescinded within 90 days following the Trustee's
     receipt of such notice.


                                     -214-
<PAGE>

     When a single entity acts as two or more of the capacities of the Master
Servicers and the Special Servicer, an Event of Default (other than an event
described in clauses (xi) and (xii) above) in one capacity shall constitute an
Event of Default in both or all such capacities.

     (b) If any Event of Default with respect to any Master Servicer or Special
Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting
Party") shall occur and be continuing, then, and in each and every such case, so
long as the Event of Default shall not have been remedied, the Trustee may, and
at the written direction of either the Holders of Certificates entitled to not
less than 25% of the Voting Rights or (alternatively, but solely in the case of
the Special Servicer) the Controlling Class Representative, the Trustee shall
(subject to applicable bankruptcy or insolvency law in the case of clauses
(viii) through (x) of Section 7.01(a)), terminate, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto), all of
the rights and obligations (accruing from and after such notice) of the
Defaulting Party under this Agreement and in and to the Trust Fund (other than
as a Holder of any Certificate). From and after the receipt by the Defaulting
Party of such written notice, all of the responsibilities, duties, authority and
power of the Defaulting Party under this Agreement, whether with respect to the
Certificates, the Mortgage Loans or otherwise (other than as a Holder of any
Certificate or as a Serviced Non-Pooled Mortgage Loan Noteholder, if
applicable), 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 (provided, however, that each of the Master
Servicers and the Special Servicer shall, if terminated pursuant to this Section
7.01(b), continue to be obligated to pay and entitled to receive all amounts
accrued or owing by or to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances or otherwise, and it and its
members, managers, directors, officers, employees and agents shall continue to
be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Each of the Master Servicers and the Special Servicer agrees that,
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in
any event no later than 20 days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records requested
thereby to enable the Trustee to assume the functions hereunder of such Master
Servicer or the Special Servicer, as the case may be, and shall otherwise
cooperate with the Trustee in effecting the termination of the rights and
responsibilities hereunder of such Master Servicer or the Special Servicer, as
the case may be, including the transfer within five Business Days to the Trustee
for administration by it of all cash amounts that at the time are or should have
been credited by a Master Servicer to its Collection Account or any Companion
Note Custodial Account (if such Master Servicer is the applicable Master
Servicer for the related Serviced Mortgage Loan Group), the Distribution Account
or any Servicing Account or Reserve Account held by it (if it is the Defaulting
Party) or by the Special Servicer to its REO Account, a Collection Account, any
Companion Note Custodial Account or any Servicing Account or Reserve Account
held by it (if it 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 if any Master Servicer or Special Servicer is terminated pursuant
to this Section 7.01(b), such Master Servicer or the Special Servicer, as the
case may be, shall continue to be obligated to pay and entitled to receive all
amounts accrued or owing by or to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances or otherwise, and it
and its members, managers, directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Any costs or expenses (including those of any other party hereto)
incurred in connection with any actions to be taken by a terminated Master
Servicer or Special Servicer pursuant to this paragraph shall be borne by such
Master Servicer or the Special Servicer, as the case may be (and, in the case of
the Trustee's costs and expenses, if not paid within a reasonable time, shall be
borne by the Trust out of the Collection Account).

     (c) Notwithstanding Section 7.01(b) of this Agreement, if a Master Servicer
receives a notice of termination solely due to an Event of Default under Section
7.01(a)(xi) or (xii) and the terminated Master Servicer provides the Trustee
with the appropriate "request for proposal" materials within the five (5)
Business Days after such termination, then such Master Servicer shall continue
to serve as Master Servicer and 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 for which the terminated Master Servicer is the


                                     -215-
<PAGE>

applicable Master Servicer from at least three (3) Persons qualified to act as
successor Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 for which the Trustee has received written confirmation from each Rating
Agency that the appointment of such person would not result in the downgrade,
withdrawal or qualification of a current rating on any of the Rated Certificates
(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, however, that (i) at the Trustee's
request, the terminated Master Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; (ii) prior to making such
solicitation, the Trustee or, upon request of the Trustee, the terminated Master
Servicer, shall have consulted with (although it shall not be required to have
obtained the approval of) the Controlling Class Representative with respect to
the identity and quality of each of the Persons from whom the Trustee is to
solicit bids; and (iii) the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to master service the
subject 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 with respect to the applicable
Mortgage Loans, and to agree to be bound by the terms hereof, within forty-five
(45) days after the receipt by the applicable Master Servicer of a notice of
termination. The Trustee shall solicit bids (i) on the basis of such successor
Master Servicer retaining all applicable Sub-Servicers to continue the primary
servicing of the applicable Serviced Mortgage Loans pursuant to the terms of the
respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement
with the terminated Master Servicer to service each of the Serviced Mortgage
Loans for which it was the applicable Master Servicer and not subject to a
Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to, for each
Serviced Mortgage Loan serviced, the excess of the related Master Servicing Fee
Rate minus the sum of two basis points and the related Excess Servicing Fee Rate
(each, a "Servicing-Retained Bid") and (ii) on the basis of terminating each
applicable Sub-Servicing Agreement and each applicable Sub-Servicer (other than
a Designated Sub-Servicer and its Sub-Servicing Agreement) that it is permitted
to terminate in accordance with Section 3.22 and having no obligation to enter
into a Sub-Servicing Agreement with the terminated Master Servicer (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 forty-five (45) days after the termination of the terminated Master
Servicer.

     (d) Upon the assignment and acceptance of the applicable master servicing
(including, in the case of an assignment of the rights of PAR or any successor
thereto as a Master Servicer, the servicer report administrative) rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted to the terminated Master Servicer the amount of such cash bid
received from the Successful Bidder (net of "out-of-pocket" expenses incurred in
connection with obtaining such bid and transferring servicing).

     (e) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within forty-five (45) days after the related Master
Servicer received a notice of termination or no Successful Bidder was identified
within such forty-five (45) day period, the terminated Master Servicer shall
reimburse the Trustee for all reasonable "out-of-pocket" expenses incurred by
the Trustee in connection with such bid process and the Trustee shall have no
further obligations under this Section 7.01(c). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

     SECTION 7.02. Trustee to Act; Appointment of Successor.

     On and after the time any Master Servicer or Special Servicer resigns
pursuant to Section 6.04(a) or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, subject to Section 3.27, be the successor in
all respects to such 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 be subject to all the responsibilities, duties
and liabilities relating thereto and arising thereafter placed on such Master
Servicer or the Special Servicer, as the case may be, by the terms and
provisions hereof, including, if a Master Servicer is the resigning or
terminated party, such Master Servicer's obligation to make Advances; provided,
however, that (i) any failure to perform such duties or responsibilities caused
by the failure of such Master Servicer or the Special Servicer, as the case may
be, to cooperate or to provide information or


                                     -216-
<PAGE>

monies as required by Section 7.01 shall not be considered a default by the
Trustee hereunder and (ii) in the case of a terminated Master Servicer, the
Trustee shall cease to act as successor Master Servicer if an alternative
successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any
other successor shall be liable for any of the representations and warranties of
the resigning or terminated party or for any losses incurred by the resigning or
terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any
other successor be required to purchase any Mortgage Loan hereunder. As
compensation therefor, the Trustee shall be entitled to all fees and other
compensation which the resigning or terminated party would have been entitled to
for future services rendered if the resigning or terminated party had continued
to act hereunder. Notwithstanding the above, if it is unwilling to so act, the
Trustee may (and, if it is unable to so act, or if the Trustee is not approved
as an acceptable master servicer or special servicer, as the case may be, by
each Rating Agency, or if the Holders of Certificates entitled to a majority of
all the Voting Rights or the Controlling Class Representative so request in
writing, the Trustee shall), promptly appoint, or petition a court of competent
jurisdiction to appoint, any established and qualified institution as the
successor to the resigning or terminated Master Servicer or Special Servicer, as
the case may be, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of such Master Servicer or the Special
Servicer, as the case may be, hereunder; provided, however, that (i) such
appointment does not result in an Adverse Rating Event with respect to any Class
of Rated Certificates (as confirmed in writing to the Trustee by each Rating
Agency); and (ii) if such successor (in the case of a successor (other if the
other Master Servicer is such successor) to a resigning or terminated Master
Servicer) has a master servicer rating from Fitch that is lower than "CMS2",
such successor is reasonably acceptable to the Controlling Class Representative
and, if such successor (other than if such successor is the other Master
Servicer) has a master servicer rating from Fitch that is "CMS2" or above, the
Controlling Class Representative shall have been consulted with respect to the
identity of (although it need not have approved) such successor. No appointment
of a successor to any Master Servicer or Special Servicer hereunder shall be
effective until the assumption by such successor of all its responsibilities,
duties and liabilities hereunder, and pending such appointment and assumption,
the Trustee shall act in such capacity as hereinabove provided. In connection
with any such appointment and assumption, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Mortgage Loans or
otherwise as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the resigning or terminated
party hereunder. The Depositor, the Trustee, such successor and each other party
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

     If the Trustee or an Affiliate acts pursuant to this Section 7.02 as
successor to the resigning or terminated Master Servicer, it may reduce such
Master Servicer's Excess Servicing Fee Rate to the extent that its or such
Affiliate's compensation as successor Master Servicer would otherwise be below
the market rate servicing compensation. If the Trustee elects to appoint a
successor to the resigning or terminated Master Servicer other than itself or an
Affiliate pursuant to this Section 7.02, it may reduce such Master Servicer's
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.

     SECTION 7.03. Notification to Certificateholders.

     (a) Upon any resignation of a Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of a Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to a Master
Servicer or the Special Servicer pursuant to Section 6.02, 6.04 or 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
3.27, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Serviced Non-Pooled Mortgage Loan Noteholder.

     (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has actual knowledge of the occurrence of such an event, the Trustee
shall transmit by mail to the Depositor and all Certificateholders notice of
such occurrence, unless such default shall have been cured.


                                     -217-
<PAGE>

     SECTION 7.04. Waiver of Events of Default.

     The Holders of Certificates representing at least 66-2/3% of the Voting
Rights allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided that an Event of Default
under clause (i), clause (ii), clause (iii), clause (xi) or clause (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, and payment to
the Trustee and the Certificate Administrator of all reasonable costs and
expenses incurred by the Trustee and the Certificate Administrator in connection
with such default prior to its waiver (which costs shall be paid by the party
requesting such waiver), such Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any
other provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to the same Voting
Rights with respect to the matters described above as they would if registered
in the name of any other Person.

     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 (exercisable subject to Section
8.01(a)), in its own name and as trustee of an express trust and (in the case of
any matter affecting a Serviced Mortgage Loan Group) on behalf of the related
Serviced Non-Pooled Mortgage Loan Noteholder(s), 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 and such noteholder(s) (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.


                                     -218-
<PAGE>

                                  ARTICLE VIII

            THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR
                            AND THE TAX ADMINISTRATOR

     SECTION 8.01. Duties of the Trustee, the Custodian, the Certificate
                   Administrator and the Tax Administrator.

     (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 person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee contained in this
Agreement shall not be construed as a duty. The Trustee, the Custodian, the
Certificate Administrator and the Tax Administrator shall be liable in
accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Trustee, the Custodian, the
Certificate Administrator and the Tax Administrator.

     (b) Upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, shall examine them to determine whether they conform to the
requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, shall take such action as it deems appropriate to have the
instrument corrected. The Trustee, the Custodian, the Certificate Administrator
or the Tax Administrator, as applicable, shall not be responsible or liable for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, a Master
Servicer, the Special Servicer, any actual or prospective Certificateholder or
Certificate Owner or any Rating Agency, and accepted by the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator in good faith,
pursuant to this Agreement.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee, the Tax Administrator or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing or waiver of all 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.

          (ii) In the absence of bad faith on the part of the Trustee, the
     Certificate Administrator or the Tax Administrator, the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, 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, the Certificate Administrator or the Tax Administrator, as
     applicable, and conforming to the requirements of this Agreement.

          (iii) None of the Trustee, the Certificate Administrator or the Tax
     Administrator shall be liable for an error of judgment made in good faith
     by a Responsible Officer or Responsible Officers of such entity unless it
     shall be proved that such entity was negligent in ascertaining the
     pertinent facts.


                                     -219-
<PAGE>

          (iv) The Trustee shall not be liable with respect to any action taken,
     suffered or omitted to be taken by the Trustee, in good faith in accordance
     with the terms of this Agreement and the direction of Holders of
     Certificates entitled to at least 25% (or, as to any particular matter, any
     higher percentage as may be specifically provided for hereunder) of the
     Voting Rights relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Agreement.

          (v) Neither the Certificate Administrator nor the Trustee shall be
     required to take action with respect to, or be deemed to have notice or
     knowledge of, any default or Event of Default (other than an Event of
     Default under Section 7.01(a)(xi) or (xii)) or a Master Servicer's failure
     to deliver any monies, including P&I Advances, or to provide any report,
     certificate or statement, to the Trustee, the Certificate Administrator or
     the Tax Administrator, as applicable, when required pursuant to this
     Agreement) unless a Responsible Officer of the Trustee or the Certificate
     Administrator shall have received written notice or otherwise have actual
     knowledge thereof. Otherwise, the Trustee and the Certificate Administrator
     may conclusively assume that there is no such default or Event of Default.

          (vi) Subject to the other provisions of this Agreement, and without
     limiting the generality of this Section 8.01, none of the Trustee, the
     Certificate Administrator or the Tax Administrator shall have any duty,
     except, in the case of the Trustee, as expressly provided in Section
     2.01(c) or Section 2.01(e) or in its capacity as successor to a Master
     Servicer or the Special Servicer, (A) to cause any recording, filing, or
     depositing of this Agreement or any agreement referred to herein or any
     financing statement or continuation statement evidencing a security
     interest, or to cause the maintenance of any such recording or filing or
     depositing or to any re-recording, refiling or redepositing of any thereof,
     (B) to cause the maintenance of any insurance, (C) to confirm or verify the
     truth, accuracy or contents of any reports or certificates of either Master
     Servicer, the Special Servicer, any actual or prospective or any
     Certificateholder or Certificate Owner or any Rating Agency, delivered to
     the Trustee, the Certificate Administrator or the Tax Administrator
     pursuant to this Agreement reasonably believed by the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, to be
     genuine and without error and to have been signed or presented by the
     proper party or parties, (D) subject to Section 10.01(f), to see to the
     payment or discharge of any tax levied against any part of the Trust Fund
     other than from funds available in the Collection Accounts or the
     Distribution Account, and (E) to see to the payment of any assessment or
     other governmental charge or any lien or encumbrance of any kind owing with
     respect to, assessed or levied against, any part of the Trust Fund other
     than from funds available in a Collection Account or the Distribution
     Account (provided that such assessment, charge, lien or encumbrance did not
     arise out of the Trustee's, the Certificate Administrator's or the Tax
     Administrator's, as applicable, willful misfeasance, bad faith or
     negligence).

          (vii) For as long as the Person that serves as the Trustee, the
     Certificate Administrator or the Tax Administrator hereunder also serves as
     Custodian and/or Certificate Registrar, the protections, immunities and
     indemnities afforded to that Person in its capacity as Trustee, Certificate
     Administrator or Tax Administrator, as applicable, hereunder shall also be
     afforded to such Person in its capacity as Custodian and/or Certificate
     Registrar, as the case may be.

          (viii) If the same Person is acting in two or more of the capacities
     of Trustee, Certificate Administrator, Tax Administrator, Custodian or
     Certificate Registrar, then any notices required to be given by such Person
     in one such capacity shall be deemed to have been timely given to itself in
     any other such capacity.

     SECTION 8.02. Certain Matters Affecting the Trustee, the Certificate
                   Administrator and the Tax Administrator.

     Except as otherwise provided in Section 8.01:

          (i) the Trustee, the Certificate Administrator and the Tax
     Administrator, may each rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of


                                     -220-
<PAGE>

     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 without error and to have been
     signed or presented by the proper party or parties;

          (ii) the Trustee, the Certificate Administrator and the Tax
     Administrator may each consult with counsel and any written advice or
     opinion of such counsel or any Opinion of Counsel shall be full and
     complete authorization and protection in respect of any action taken or
     suffered or omitted by it hereunder in good faith and in accordance
     therewith;

          (iii) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or to institute, conduct or
     defend any litigation hereunder or in relation hereto at the request, order
     or direction of any of the Certificateholders, unless such
     Certificateholders shall have provided to the Trustee reasonable security
     or indemnity against the costs, expenses and liabilities which may be
     incurred therein or thereby satisfactory to the Trustee, in its reasonable
     discretion; none of the Trustee, the Fiscal Agent, the Certificate
     Administrator or the Tax Administrator shall be required to expend or risk
     its own funds (except to pay expenses that could reasonably be expected to
     be incurred in connection with the performance of its normal duties) 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 waived or cured, to exercise such of the rights and powers
     vested in it by this Agreement, and to use the same degree of care and
     skill in their exercise as a prudent man would exercise or use under the
     circumstances in the conduct of his own affairs;

          (iv) none of the Trustee, the Fiscal Agent appointed thereby, the
     Certificate Administrator or the Tax Administrator shall 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;

          (v) prior to the occurrence of an Event of Default and after the
     waiver or 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 an indemnity satisfactory to the
     Trustee, in its reasonable discretion, against such expense or liability as
     a condition to taking any such action;

          (vi) except as contemplated by Section 8.06 and, with respect to the
     Trustee alone, Section 8.14, none of the Trustee, the Certificate
     Administrator or the Tax Administrator shall be required to give any bond
     or surety in respect of the execution of the trusts created hereby or the
     powers granted hereunder;

          (vii) the Trustee may execute any of the trusts or powers vested in it
     by this Agreement, and the Certificate Administrator and the Tax
     Administrator may each perform any of their respective duties hereunder,
     either directly or by or through the Custodian or other agents or
     attorneys-in-fact, provided that the use of the Custodian or other agents
     or attorneys-in-fact shall not be deemed to relieve the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, of any
     of its duties and obligations hereunder (except as expressly set forth
     herein);

          (viii) none of the Trustee, the Fiscal Agent appointed thereby, the
     Certificate Administrator or the Tax Administrator shall be responsible for
     any act or omission of a Master Servicer or the Special Servicer


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     (unless, in the case of the Trustee, it is acting as a Master Servicer or
     the Special Servicer, as the case may be) or of the Depositor; and

          (ix) 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 or record ownership of Certificates in
     the Certificate Register and to examine the same to determine substantial
     compliance with the express requirements of this Agreement; and the Trustee
     and the 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 or record ownership in the Certificate Register.

     SECTION 8.03. The Trustee, the Fiscal Agent, the Certificate
                   Administrator and the Tax Administrator 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, and the representations and warranties of, the
Trustee, the Fiscal Agent, the Certificate Administrator and/or the Tax
Administrator in Article II, and the signature of the Certificate Registrar set
forth on each outstanding Certificate) shall not be taken as the statements of
the Trustee, the Fiscal Agent, the Certificate Administrator or the Tax
Administrator, and none of the Trustee, the Fiscal Agent, the Certificate
Administrator or the Tax Administrator assumes any responsibility for their
correctness. None of the Trustee, the Fiscal Agent, the Certificate
Administrator or the Tax Administrator makes any representation as to the
validity or sufficiency of this Agreement (except as regards the enforceability
of this Agreement against it) or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. None of the Trustee, the Fiscal Agent, the Certificate Administrator
or the Tax Administrator shall 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 Pooled Mortgage Loans to the Trust, or any
funds (other than with respect to any funds held by the Certificate
Administrator) deposited in or withdrawn from the Collection Account or any
other account by or on behalf of the Depositor, a Master Servicer or the Special
Servicer (unless, in the case of the Trustee, it is acting in such capacity).
None of the Trustee, the Fiscal Agent, the Certificate Administrator or the Tax
Administrator shall be responsible for the legality or validity of this
Agreement (other than insofar as it relates to the obligations of the Trustee,
the Fiscal Agent, the Certificate Administrator or the Tax Administrator, as the
case may be, hereunder) or the validity, priority, perfection or sufficiency of
any security, lien or security interest granted to it hereunder or the filing of
any financing statements or continuation statements, except to the extent set
forth in Section 2.01(c) and Section 2.01(e) or to the extent the Trustee is
acting as a Master Servicer or the Special Servicer and such Master Servicer or
the Special Servicer, as the case may be, would be so responsible hereunder.
Except as contemplated by Section 11.02(a), none of the Trustee, the Certificate
Administrator or the Tax Administrator shall be required to record this
Agreement.

     SECTION 8.04. The Trustee, the Fiscal Agent, the Certificate Administrator
                   and the Tax Administrator May Own Certificates.

     The Trustee (in its individual or any other capacity), the Fiscal Agent,
the Certificate Administrator or the Tax Administrator or any of their
respective Affiliates may become the owner or pledgee of Certificates with
(except as otherwise provided in the definition of "Certificateholder") the same
rights it would have if it were not the Trustee, such Fiscal Agent, the
Certificate Administrator or the Tax Administrator or one of their Affiliates,
as the case may be.


                                     -222-
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     SECTION 8.05. Fees and Expenses of the Trustee, the Certificate
                   Administrator and the Tax Administrator; Indemnification of
                   and by the Trustee, the Certificate Administrator, the Tax
                   Administrator and the Fiscal Agent.

     (a) On each Distribution Date, the Certificate Administrator shall withdraw
from the Distribution Account, out of general collections on the Pooled Mortgage
Loans and REO Properties on deposit therein, prior to any distributions to be
made therefrom to Certificateholders on such date, and pay to the Trustee all
Trustee Fees and to the Servicer Report Administrator all Servicer Report
Administrator Fees, in each case earned in respect of the Pooled Mortgage Loans
and any successor REO Pooled Mortgage Loans through the end of the then most
recently ended calendar month as compensation for all services rendered by the
Trustee and the Servicer Report Administrator, respectively, hereunder. As to
each Pooled Mortgage Loan and REO Pooled Mortgage Loan, the Trustee Fee and the
Servicer Report Administrator Fee shall accrue during each calendar month,
commencing with October 2004, at the Trustee Fee Rate and the Servicer Report
Administrator Fee Rate, respectively, on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may
be, immediately following the Distribution Date in such calendar month (or, in
the case of October 2004, on a principal amount equal to the Cut-off Date
Principal Balance of the particular Mortgage Loan). The Trustee Fee and the
Servicer Report Administrator Fee accrued during each calendar month shall be
payable in the next succeeding calendar month. With respect to each Pooled
Mortgage Loan and REO Pooled Mortgage Loan, the Trustee Fee and the Servicer
Report Administrator Fee shall be calculated on the same Interest Accrual Basis
as is applicable to the accrual or deemed accrual of interest on such Mortgage
Loan or REO Mortgage Loan, as the case may be. 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), the Certificate Administrator Fee and the Tax Administrator
Fee shall constitute the sole compensation of the Trustee, the Certificate
Administrator and the Tax Administrator, respectively, for such services to be
rendered by it. The Trustee shall be responsible for the payment of the
Certificate Administrator Fee and the Tax Administrator Fee.

     Notwithstanding the prior paragraph, if and to the extent that any loss,
liability, cost or expense that is, pursuant to the prior paragraph, required to
be borne by the Trust out of the Distribution Account or a Collection Account,
relates to any Mortgage Loan that is part of a Serviced Mortgage Loan Group, if
such Serviced Mortgage Loan Group includes one or more Serviced Non-Pooled Pari
Passu Companion Loans, such loss, liability, cost or expense shall be payable
out of amounts on deposit in the relevant Collection Account and the related
Companion Note Custodial Account(s) (withdrawals from those accounts to be made
pro rata according to the respective outstanding principal balances of the
Pooled Mortgage Loan and such Serviced Non-Pooled Pari Passu Companion Loan(s)
included in such Serviced Mortgage Loan Group), prior to payment from funds in
the Distribution Account or a Collection Account that are unrelated to such
Serviced Mortgage Loan Group.

     (b) The Trustee, the Certificate Administrator, the Fiscal Agent and the
Tax Administrator and any of their respective directors, officers, employees,
agents or affiliates are entitled to be indemnified and held harmless out of the
Collection Accounts and/or the Distribution Account, as and to the extent
provided in Section 3.05, for and against any loss, liability, claim or expense
(including costs and expenses of litigation, and of investigation, reasonable
counsel fees, damages, judgments and amounts paid in settlement) arising out of,
or incurred in connection with, this Agreement, the Certificates, the Mortgage
Loans (unless, in the case of the Trustee, it incurs any such expense or
liability in the capacity of successor to a Master Servicer or the Special
Servicer (as the case may be), in which case such expense or liability will be
reimbursable thereto in the same manner as it would be for any other Master
Servicer or Special Servicer, as the case may be) or any act or omission of the
Trustee, the Certificate Administrator or the Tax Administrator relating to the
exercise and performance of any of the rights and duties of the Trustee, the
Certificate Administrator or the Tax Administrator hereunder; provided, however,
that none of the Trustee, the Certificate Administrator or the Tax Administrator
shall be entitled to indemnification pursuant to this Section 8.05(b) for (1)
allocable overhead, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar
internal costs and expenses, (2) any cost or expense that does not constitute an
"unanticipated expense" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or
expense incurred by reason of any breach on the


                                     -223-
<PAGE>

part of the Trustee, the Fiscal Agent, the Certificate Administrator or the Tax
Administrator of any of their respective representations, warranties or
covenants contained herein or any willful misconduct, bad faith, fraud or
negligence in the performance of, or negligent disregard of, the Trustee's, the
Fiscal Agent's, the Certificate Administrator's or the Tax Administrator's
obligations and duties hereunder.

     (c) The Master Servicers and the Special Servicer each shall indemnify the
Trustee, the Certificate Administrator, the Tax Administrator and the Fiscal
Agent for and hold each of them harmless against any loss, liability, claim or
expense that is a result of such Master Servicer's or the Special Servicer's, as
the case may be, negligent acts or omissions in connection with this Agreement,
including the negligent use by such Master Servicer or the Special Servicer, as
the case may be, of any powers of attorney delivered to it by the Trustee
pursuant to the provisions hereof and the Mortgage Loans serviced by such Master
Servicer or the Special Servicer, as the case may be; provided, however, that,
if the Trustee, the Certificate Administrator or the Tax Administrator has been
reimbursed for such loss, liability, claim or expense pursuant to Section
8.05(b), or the Fiscal Agent has been reimbursed for such loss, liability, claim
or expense pursuant to Section 8.13, then the indemnity in favor of such Person
provided for in this Section 8.05(c) with respect to such loss, liability, claim
or expense shall be for the benefit of the Trust.

     (d) Each of the Trustee, the Certificate Administrator, the Tax
Administrator and the Fiscal Agent shall indemnify each of the Master Servicers
and the Special Servicer for and hold each of them harmless against any loss,
liability, claim or expense that is a result of the Trustee's, the Certificate
Administrator's, the Tax Administrator's or such Fiscal Agent's, as the case may
be, negligent acts or omissions in connection with this Agreement; provided,
however, that if a Master Servicer or the Special Servicer has been reimbursed
for such loss, liability, claim or expense pursuant to Section 6.03, then the
indemnity in favor of such Person otherwise provided for in this Section 8.05(d)
with respect to such loss, liability, claim or expense shall be for the benefit
of the Trust.

     (e) This Section 8.05 shall survive the termination of this Agreement or
the resignation or removal of the Trustee, the Certificate Administrator, the
Tax Administrator, the Fiscal Agent, either Master Servicer or the Special
Servicer as regards rights and obligations prior to such termination,
resignation or removal.

     SECTION 8.06. Eligibility Requirements for the Trustee, the Certificate
                   Administrator and the Tax Administrator.

     The Trustee, the Certificate Administrator and the Tax Administrator
hereunder each shall at all times be a corporation, bank, trust company or
association that: (i) is organized and doing business under the laws of the
United States of America or any State thereof or the District of Columbia and,
in the case of the Trustee, authorized under such laws to exercise trust powers;
(ii) has a combined capital and surplus of at least $50,000,000; and (iii) is
subject to supervision or examination by federal or state authority. If such
corporation, bank, trust company or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation, bank, trust company or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In addition: (i) the
Trustee shall at all times meet the requirements of Section 26(a)(1) of the
Investment Company Act; and (ii) neither the Certificate Administrator nor the
Tax Administrator may have any affiliations or act in any other capacity with
respect to the transactions contemplated hereby that would cause the Underwriter
Exemption to be unavailable with respect to any Class of Certificates as to
which it would otherwise be available. Furthermore, the Trustee, the Certificate
Administrator and the Tax Administrator shall at all times maintain a long-term
unsecured debt rating of at least "Aa3" from Moody's and a short-term unsecured
debt rating from each Rating Agency of at least "P-2" in the case of Moody's,
"F1" in the case of Fitch and "R-1" in the case of DBRS (or, if not rated by
DBRS, an equivalent rating (such as those listed above for Moody's and Fitch) by
at least two nationally recognized statistical rating organizations) or, in the
case of any Rating Agency, such lower rating(s) as will not result in an Adverse
Rating Event with respect to any Class of Rated Certificates (as confirmed in
writing to the Trustee, the Certificate Administrator, the Tax Administrator and
the Depositor by such Rating Agency); provided that the Trustee shall not cease
to be eligible to serve as such based on a failure to satisfy such rating
requirements so long as either: (i) the Trustee maintains a long-term unsecured
debt rating of no less than "Baa2" from Moody's, "BBB" from Fitch and "BBB" from
DBRS (or, if not rated


                                     -224-
<PAGE>

by DBRS, an equivalent rating (such as those listed above for Moody's and Fitch)
by at least two nationally recognized statistical rating organizations) or, in
the case of any Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates (as
confirmed in writing to the Trustee and the Depositor by such Rating Agency),
and a Fiscal Agent meeting the requirements of Section 8.13 has been appointed
by the Trustee and is then currently serving in such capacity; or (ii) the
Trustee maintains a long-term unsecured debt rating of no less than "A1" from
Moody's, "A" from Fitch and "A" from DBRS (or, if not rated by DBRS, an
equivalent rating (such as those listed above for Moody's and Fitch) by at least
two nationally recognized statistical rating organizations) or, in the case of
any Rating Agency, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee and the Depositor by such Rating Agency) and an Advance Security
Arrangement meeting the requirements of Section 8.14 has been established by the
Trustee and is then currently being maintained. In case at any time the Trustee,
the Certificate Administrator or the Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.06, the Trustee,
the Certificate Administrator or the Tax Administrator, as applicable, shall
resign immediately in the manner and with the effect specified in Section 8.07.
The corporation, bank, trust company or association serving as Trustee may have
normal banking and trust relationships with the Depositor, the Pooled Mortgage
Loan Sellers, the Master Servicers, the Special Servicer and their respective
Affiliates; provided, however, that none of (i) the Depositor, (ii) any Person
involved in the organization or operation of the Depositor or the Trust, (iii) a
Master Servicer or the Special Servicer (except during any period when the
Trustee has assumed the duties of such Master Servicer or Special Servicer (as
the case may be) pursuant to Section 7.02, (iv) any Pooled Mortgage Loan Seller
or (v) any Affiliate of any of them, may be the Trustee hereunder.

     SECTION 8.07. Resignation and Removal of the Trustee, the Certificate
                   Administrator and the Tax Administrator.

     (a) The Trustee, the Certificate Administrator and the Tax Administrator
each may at any time resign and be discharged from their respective obligations
created hereunder by giving written notice thereof to the other such parties,
the Depositor, the Master Servicers, the Special Servicer, the Rating Agencies
and all the Certificateholders. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee, certificate administrator
or tax administrator, as the case may be, meeting the eligibility requirements
of Section 8.06 by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee, Certificate Administrator or Tax
Administrator, as the case may be, and to the successor trustee, certificate
administrator or tax administrator, as the case may be. A copy of such
instrument shall be delivered to other parties hereto and to the
Certificateholders by the Depositor. If no successor trustee, certificate
administrator or tax administrator, as the case may be, shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee, Certificate Administrator or Tax
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee, certificate
administrator or tax administrator, as the case may be.

     (b) If at any time the Trustee, the Certificate Administrator or the Tax
Administrator 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 a Master Servicer, or if at any time the Trustee, the Certificate
Administrator or the Tax Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the
Certificate Administrator or the Tax Administrator or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee,
the Certificate Administrator or the Tax Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee's, Certificate Administrator's or Tax Administrator's continuing to
act in such capacity would (as confirmed in writing to the Depositor by any
Rating Agency) result in an Adverse Rating Event with respect to any Class of
Rated Certificates, then the Depositor may (and, if it fails to do so within 10
Business Days, PAR or any successor thereto as Master Servicer shall as soon as
practicable) remove the Trustee, the Certificate Administrator or the Tax
Administrator, as the case may be, and appoint a successor trustee, certificate
administrator or tax administrator, as the case may be, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee, the
Certificate Administrator or the Tax Administrator, as the case may be, so
removed and to the successor trustee, certificate administrator or tax
administrator, as the case may be. A copy of such instrument shall be delivered
to the other parties hereto and to the Certificateholders by the Depositor.


                                     -225-
<PAGE>

     (c) The Holders of Certificates entitled to more than 50% of the Voting
Rights may at any time remove the Trustee, Certificate Administrator or Tax
Administrator and appoint a successor trustee, certificate administrator or tax
administrator, as the case may be, by written instrument or instruments signed
by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, one complete set to the
Trustee, Certificate Administrator or Tax Administrator, as the case may be, so
removed, and one complete set to the successor so appointed. All expenses
incurred by the Trustee in connection with its transfer of the Mortgages Files
to a successor trustee following the removal of the Trustee without cause
pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee
within 30 days of demand therefor, such reimbursement to be made by the
Certificateholders that terminated the Trustee. A copy of such instrument shall
be delivered to the other parties hereto and to the remaining Certificateholders
by the successor so appointed.

     (d) Any resignation or removal of the Trustee, the Certificate
Administrator or the Tax Administrator and appointment of a successor trustee,
certificate administrator or tax administrator, as the case may be, pursuant to
any of the provisions of this Section 8.07 shall not become effective until (i)
acceptance of appointment by the successor trustee, certificate administrator or
tax administrator, as the case may be, as provided in Section 8.08 and (ii) if
the successor trustee, certificate administrator or tax administrator, as the
case may be, does not have a long-term unsecured debt rating of at least "Aa3"
from Moody's and a short-term unsecured debt rating from each Rating Agency of
at least "P-2" in the case of Moody's, "F-1" in the case of Fitch and "R-1" in
the case of DBRS (or, if not rated by DBRS, an equivalent rating (such as those
listed above for Moody's and Fitch) by at least two nationally recognized
statistical rating organizations), the Trustee and the Depositor have received
written confirmation from each Rating Agency that has not so assigned such a
rating, to the effect that the appointment of such successor trustee,
certificate administrator or tax administrator, as the case may be, shall not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates.

     SECTION 8.08. Successor Trustee, Certificate Administrator and Tax
                   Administrator.

     (a) Any successor trustee, certificate administrator or tax administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Depositor, each Master Servicer, the Special Servicer and its predecessor
trustee, certificate administrator or tax administrator, as the case may be, an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee, certificate administrator or tax
administrator, as the case may be, shall become effective and such successor
trustee, certificate administrator or tax administrator, as the case may be,
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, certificate administrator or
tax administrator herein. If the Trustee is being replaced, 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 Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, each 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, certificate administrator or tax administrator
shall accept appointment as provided in this Section 8.08 unless at the time of
such acceptance such successor trustee, certificate administrator or tax
administrator, as the case may be, shall be eligible under the provisions of
Section 8.06.

     (c) Upon acceptance of appointment by a successor trustee, certificate
administrator or tax administrator as provided in this Section 8.08, such
successor trustee, certificate administrator or tax administrator, as the case
may be, shall mail notice of the succession of such trustee, certificate
administrator or tax administrator hereunder to the Depositor, the
Certificateholders and the other parties hereto.


                                     -226-
<PAGE>

     SECTION 8.09. Merger or Consolidation of the Trustee, the Certificate
                   Administrator or the Tax Administrator.

     Any entity into which the Trustee, Certificate Administrator or Tax
Administrator may be merged or converted or with which it may be consolidated or
any entity resulting from any merger, conversion or consolidation to which the
Trustee, Certificate Administrator or Tax Administrator shall be a party, or any
entity succeeding to the corporate trust business of the Trustee, Certificate
Administrator or Tax Administrator, shall be the successor of the Trustee,
Certificate Administrator or Tax Administrator, as the case may be, hereunder,
provided such entity shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

     SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
applicable 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
applicable Master Servicer and the Trustee may consider necessary or desirable.
If the applicable Master Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a request to do so, or in case an
Event of Default in respect of the applicable 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, 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.

     (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
when acting as a Master Servicer, Special Servicer, Certificate Administrator or
Tax Administrator hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.


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     SECTION 8.11. Appointment of Custodians.

     The Trustee may, at its own expense, appoint any Person with appropriate
experience as a document custodian to act as Custodian hereunder; provided that,
in the absence of any other Person appointed in accordance herewith acting as
Custodian, the Trustee agrees to act in such capacity in accordance with the
terms hereof. The appointment of a Custodian shall not relieve the Trustee from
such entity's obligations hereunder, and the Trustee shall remain responsible
for all acts and omissions of the Custodian. The Custodian shall be subject to
the same standards of care, limitations on liability and rights to indemnity as
the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b),
8.05(c), 8.05(d) and 8.05(e) shall apply to the Custodian to the same extent
that they apply to the Trustee. Any Custodian appointed in accordance with this
Section 8.11 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Certificate Administrator, the Trustee, each Master
Servicer, the Special Servicer and the Depositor. The Trustee may at any time
terminate the agency of any Custodian appointed in accordance with this Section
8.11 by giving written notice of termination to such Custodian, with a copy to
the Certificate Administrator, each Master Servicer, the Special Servicer and
the Depositor. Each Custodian shall comply with the requirements for Trustees
set forth in Section 8.06, shall not be the Depositor, any Pooled Mortgage Loan
Seller or any Affiliate of the Depositor or any Pooled Mortgage Loan Seller, and
shall have in place a fidelity bond and errors and omissions policy, each in
such form and amount as is customarily required of custodians acting on behalf
of Freddie Mac or Fannie Mae.

     SECTION 8.12. Access to Certain Information.

     (a) The Trustee and the Custodian shall each afford to the Depositor, the
Underwriters, each Master Servicer, the Special Servicer, the Controlling Class
Representative and each Rating Agency and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder or Certificate Owner, access to any documentation regarding
the Pooled Mortgage Loans or the other assets of the Trust Fund that are in its
possession or within its control. 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 or the Custodian, as the case may be, designated
by it.

     (b) The Trustee (or, in the case of the items referenced in clause (ix)
below, the Custodian, or in the case of the items referenced in clauses (i),
(ii), (iii) and (viii), the Certificate Administrator, or in the case of the
items referenced in clause (xii), both the Certificate Administrator and the
Trustee) shall maintain at its offices or the offices of a Custodian and, upon
reasonable prior written request and during normal business hours, shall make
available, or cause to be made available, for review by the Depositor, the
Rating Agencies, the Certificate Administrator, the Custodian, the Controlling
Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee (or, in
the case of the items referenced in clause (ix) below, the Custodian, or in the
case of the items referenced in clauses (i), (ii), (iii) and (viii), the
Certificate Administrator, or in the case of the items referenced in clause
(xi), both the Certificate Administrator and the Trustee) as a prospective
Transferee of a Certificate or an interest therein, originals and/or copies of
the following items (to the extent such items were prepared by or delivered to
the Trustee (or, in the case of the items referenced in clause (ix) below, the
Custodian, or in the case of the items referenced in clauses (i), (ii), (iii)
and (viii), the Certificate Administrator, or in the case of the items
referenced in clause (xi), both the Certificate Administrator and the Trustee):
(i) the Prospectus, the Private Placement Memorandum and any other disclosure
document relating to the Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the
Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to the
Certificate Administrator since the Closing Date, each Mortgage Loan Purchase
Agreement, each Non-Trust Servicing Agreement and any amendments and exhibits
hereto or thereto; (iii) all Certificate Administrator Reports and any files and
reports comprising the CMSA Investor Reporting Package actually delivered or
otherwise made available to Certificateholders pursuant to Section 4.02(a) since
the Closing Date; (iv) all Annual Performance Certifications delivered by the
Master Servicers and/or the Special Servicer to the Certificate Administrator
and the Trustee since the Closing Date and all comparable certifications
delivered to the Trustee with respect to comparable servicing parties under the
Non-Trust Servicing Agreements since the Closing Date; (v) all Annual
Accountants' Reports caused to be delivered by the Master Servicers and/or the
Special Servicer, respectively, to the Certificate Administrator and the Trustee
since the Closing Date and all comparable accountant's reports delivered to the
Trustee with respect to


                                     -228-
<PAGE>

comparable servicing parties under the Non-Trust Servicing Agreements since the
Closing Date; (vi) the most recent inspection report prepared by a Master
Servicer or the Special Servicer and delivered to the Trustee in respect of each
Mortgaged Property pursuant to Section 3.12(a) (or, in the case of the Mortgaged
Property securing a Non-Trust-Serviced Pooled Mortgage Loan, prepared by the
comparable servicing party under the related Non-Trust Servicing Agreement and
delivered to the Trustee since the Closing Date); (vii) any and all notices and
reports delivered to the Trustee with respect to any Mortgaged Property as to
which the environmental testing contemplated by Section 3.09(c) revealed that
neither of the conditions set forth in clauses (i) and (ii) of the first
sentence thereof was satisfied; (viii) all files and reports comprising the CMSA
Investor Reporting Package delivered to the Certificate Administrator since the
Closing Date pursuant to Section 4.02(b); (ix) each of the Mortgage Files,
including any and all modifications, waivers and amendments of the terms of a
Mortgage Loan entered into or consented to by a Master Servicer or the Special
Servicer and delivered to the Trustee or any Custodian pursuant to Section 3.20;
(x) any and all Officer's Certificates and other evidence delivered to or by the
Trustee to support its, a Master Servicer's, the Special Servicer's or the
Fiscal Agent's, as the case may be, determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance; (xi) to the extent not otherwise
described in any of the foregoing clauses (i) through (x), any and all reports,
statements and other written or electronic information relating to a
Non-Trust-Serviced Pooled Mortgage Loan, the related Mortgaged Property and/or
the related Borrower, to the extent such items were received by the applicable
Master Servicer under this Agreement or by any party to the related Non-Trust
Servicing Agreement and (in either case) delivered to the Trustee since the
Closing Date; and (xii) any other information that may be necessary to satisfy
the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.
The Certificate Administrator, the Trustee or the Custodian, as applicable,
shall provide, or cause to be provided, copies of any and all of the foregoing
items upon request of any of the parties set forth in the previous sentence;
however, except in the case of the Rating Agencies and the Controlling Class
Representative, the Certificate Administrator or the Custodian shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies.

     In connection with providing, or causing to be provided, access to or
copies of the items described in the preceding paragraph pursuant to this
Section 8.12(b), the Certificate Administrator, the Trustee or the Custodian, as
the case may be, shall require: (a) in the case of Certificateholders and
Certificate Owners, a written 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 Certificate Administrator, the Trustee or the
Custodian, as the case may be) generally to the effect that such Person is a
Holder or Certificate Owner of Certificates and, subject to the last sentence of
this paragraph, will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to its
auditors, legal counsel and regulators and 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
Certificate Administrator, the Trustee or the Custodian, as the case may be)
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.
Notwithstanding the foregoing, no Certificateholder, Certificate Owner or
prospective Certificateholder or Certificate Owner need keep confidential any
information received from the Certificate Administrator, the Trustee or the
Custodian, as the case may be, pursuant to this Section 8.12(b) that has
previously been filed with the Commission, and the Certificate Administrator,
the Trustee or the Custodian, as the case may be, shall not require either of
the certifications contemplated by the preceding sentence in connection with
providing any information pursuant to this Section 8.12(b) that has previously
been filed with the Commission.

     (c) None of the Trustee, the Custodian or the Certificate Administrator
shall be liable for providing or disseminating information in accordance with
the terms of this Agreement.


                                     -229-
<PAGE>

     SECTION 8.13. Appointment of Fiscal Agent.

     (a) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of at least "Aa3" from Moody's,
"AA-" from Fitch and "AA (low)" from DBRS (or, if not rated by DBRS, an
equivalent rating (such as those listed above for Moody's and Fitch) by at least
two nationally recognized statistical rating organizations), and a short-term
unsecured debt rating from such Rating Agency of at least "P-2" in the case of
Moody's, "F-1" in the case of Fitch and "R-1" in the case of DBRS (or, if not
rated by DBRS, an equivalent rating (such as those listed above for Moody's and
Fitch) by at least two nationally recognized statistical rating organizations)
or, in the case of any Rating Agency, such lower rating(s) as will not result in
an Adverse Rating Event with respect to any Class of Rated Certificates (as
confirmed in writing to the Trustee and the Depositor by such Rating Agency).
Any Person so appointed by the Trustee pursuant to this Section 8.13(a)
subsequent to the Closing Date shall become the Fiscal Agent on the date as of
which the Trustee and the Depositor have received: (i) if the long-term
unsecured debt of the designated Person is not rated at least "Aa3" from
Moody's, "AA-" from Fitch and "AA (low)" from DBRS (or, if not rated by DBRS, an
equivalent rating (such as those listed above for Moody's and Fitch) by at least
two nationally recognized statistical rating organizations), written
confirmation from each Rating Agency that the appointment of such designated
Person will not result in an Adverse Rating Event with respect to any Class of
Rated Certificates; (ii) a written agreement whereby the designated Person is
appointed as, and agrees to assume and perform the duties of, Fiscal Agent
hereunder, executed by such designated Person and the Trustee (such agreement,
the "Fiscal Agent Agreement"); and (iii) an Opinion of Counsel (which shall be
paid for by the designated Person or the Trustee) substantially to the effect
that (A) the appointment of the designated Person to serve as Fiscal Agent is in
compliance with this Section 8.13, (B) the designated Person is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (C) the related Fiscal Agent Agreement has been duly authorized,
executed and delivered by the designated Person and (D) upon execution and
delivery of the related Fiscal Agent Agreement, the designated Person shall be
bound by the terms of this Agreement and, subject to customary bankruptcy and
insolvency exceptions and customary equity exceptions, that this Agreement shall
be enforceable against the designated Person in accordance with its terms. Any
Fiscal Agent appointed pursuant to this Section 8.13(a) shall, for so long as it
so acts, be deemed a party to this Agreement for all purposes hereof. Pursuant
to the related Fiscal Agent Agreement, each Fiscal Agent, if any, appointed
pursuant to this Section 8.13(a) shall make representations and warranties with
respect to itself that are comparable to those made by the initial Fiscal Agent
pursuant to Section 2.11. Notwithstanding anything contained in this Agreement
to the contrary, any Fiscal Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities to which the initial Fiscal
Agent is entitled hereunder.

     (b) To the extent that the Trustee is required, pursuant to the terms of
this Agreement, to make any Advance, whether as successor Master Servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent (if any) makes an Advance
pursuant to this Section 8.13 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

     (c) All fees and expenses of any Fiscal Agent (other than interest owed to
such Fiscal Agent in respect of unreimbursed Advances) incurred by such Fiscal
Agent in connection with the transactions contemplated by this Agreement shall
be borne by the Trustee, and neither the Trustee nor such Fiscal Agent shall be
entitled to reimbursement therefor from any of the Trust, the Depositor, a
Master Servicer or the Special Servicer.

     (d) The obligations of any Fiscal Agent set forth in this Section 8.13 or
otherwise pursuant to this Agreement shall exist only for so long as the Trustee
that appointed it (or, in the case of ABN AMRO, as LaSalle) shall act as Trustee
hereunder. Any Fiscal Agent may resign or be removed by the Trustee only if and
when the existence of such Fiscal Agent is no longer necessary for such Trustee
to satisfy the eligibility requirements of Section 8.06; provided that any
Fiscal Agent shall be deemed to have resigned at such time as the Trustee that
appointed it (or, in the case of ABN AMRO, as LaSalle) resigns or is removed as
Trustee hereunder (in which case the responsibility for appointing a


                                     -230-
<PAGE>

successor Fiscal Agent in accordance with this Section 8.13(a) shall belong to
the successor Trustee insofar as such appointment is necessary for such
successor Trustee to satisfy the eligibility requirements of Section 8.06).

     (e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the appointment, resignation or removal of any
Fiscal Agent.

     SECTION 8.14. Advance Security Arrangement.

     Insofar as the Trustee would not otherwise satisfy the rating requirements
of Section 8.06, the Trustee may, at is own expense with the approval of the
Depositor, arrange for the pledging of collateral, the establishment of a
reserve fund or the delivery of a letter of credit, surety bond or other
comparable instrument or for any other security or financial arrangement (any or
all of the foregoing, individually and collectively, an "Advance Security
Arrangement") for purposes of supporting its back-up advancing obligations
hereunder; provided that any Advance Security Arrangement shall be in such form
and amount, and shall be maintained in such manner, as (i) would permit the
Trustee to act in such capacity without an Adverse Rating Event in respect of
any Class of Rated Certificates (as confirmed in writing to the Trustee and the
Depositor by each Rating Agency) and (ii) would not result in an Adverse REMIC
Event or an Adverse Grantor Trust Event (as evidenced by an Opinion of Counsel
addressed and delivered to the Trustee, the Depositor and the Tax
Administrator). The Trustee may terminate any Advance Security Arrangement
established by it only if and when (i) the existence of such Advance Security
Arrangement is no longer necessary for the Trustee to satisfy the eligibility
requirements of Section 8.06 or (ii) when such Trustee resigns or is removed as
Trustee hereunder.

     SECTION 8.15. Exchange Act Reporting.

     (a) The Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with
the Depositor in connection with the Trust's satisfaction of its reporting
requirements under the Exchange Act. Within 15 days after each Distribution
Date, the Certificate Administrator shall prepare, execute and file on behalf of
the Trust any Forms 8-K customary for similar securities as required by the
Exchange Act and the rules and regulations of the Commission thereunder;
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. The Certificate Administrator shall file each
Form 8-K with a copy of the related Certificate Administrator Report attached
thereto. If the Depositor directs that any other attachments are to be filed
with any Form 8-K, such attachments shall be delivered to the Certificate
Administrator in Edgar-compatible form or as otherwise agreed upon by the
Certificate Administrator and the Depositor, at the Depositor's expense, and any
necessary conversion to EDGAR-compatible format will be at the Depositor's
expense. Prior to March 30th of each year (or such earlier date as may be
required by the Exchange Act and the rules and regulations of the Commission),
the Certificate Administrator shall prepare and file an Annual Report on Form
10-K (a "Form 10-K"), in substance as required by applicable law and applicable
interpretations thereof of the staff of the Commission. Such Form 10-K shall
include as exhibits each annual statement of compliance described under Section
3.13 and each accountant's report described under Section 3.14, in each case to
the extent they have been timely delivered to the Certificate Administrator. If
they are not so timely delivered, the Certificate Administrator shall file an
amended Form 10-K including such documents as exhibits reasonably promptly after
they are delivered to the Certificate Administrator. Each Form 10-K shall also
include any Sarbanes-Oxley Certification required to be included therewith, as
described in paragraph (b) of this Section. The Certificate Administrator shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from the Certificate Administrator's inability or
failure to obtain any information not resulting from its own negligence, bad
faith or willful misconduct. Prior to January 30 of the first year in which the
Certificate Administrator is able to do so under applicable law, the Certificate
Administrator shall file a Form 15 relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act and shall provide the
Special Servicer and the Master Servicers with written notice of such filing.

     (b) The Form 10-K shall include any certification (the "Sarbanes-Oxley
Certification") 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).
Each Master Servicer, the Special Servicer and the Certificate Administrator
(each, a "Performing Party") shall provide to the Person who signs the


                                     -231-
<PAGE>

Sarbanes-Oxley Certification (the "Certifying Person") a certification (each, a
"Performance Certification"), in form and substance reasonably satisfactory to
the Depositor and the Performing Party, upon 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 rely,
relating to the accuracy and completeness of the information and reports
provided under this Agreement by such Performing Party; provided, however, that
the certification required from the Special Servicer shall contain the following
information:

          (i) a statement acknowledging that the Special Servicer has reviewed
     the information provided by it for inclusion in the Form 10-K to be covered
     by the subject Sarbanes-Oxley Certification;

          (ii) a statement, based on the knowledge of the Special Servicer, that
     the information provided by it to be covered by such Sarbanes-Oxley
     Certification solely relating to actions of the Special Servicer and/or
     payments and other collections on the Specially Serviced Mortgage Loans and
     REO Properties, taken as a whole, does not contain any untrue statement of
     material fact or omit to state a material fact necessary to make the
     statements made, not misleading as of the last day of the period covered by
     the subject Form 10-K;

          (iii) a statement, based on the knowledge of the Special Servicer,
     that the information provided by it and to be covered by such
     Sarbanes-Oxley Certification relating solely to actions of the Special
     Servicer and/or payments and other collections on the Specially Serviced
     Mortgage Loans and REO Properties, includes all material information of
     such type available to the Special Servicer and required to be included in
     the Certificate Administrator Reports for the relevant period covered by
     the subject Form 10-K; and

          (iv) a statement, based on the knowledge of the Special Servicer, that
     the Special Servicer has disclosed all significant deficiencies relating to
     the Special Servicer's compliance with the minimum servicing standards
     during the period covered by the subject Form 10-K in 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 this Agreement.

     Notwithstanding the foregoing, nothing in this paragraph shall require any
Performing Party to (i) certify or verify the accurateness or completeness of
any information provided to such Performing Party by third parties, (ii) to
certify information other than to such Performing Party's knowledge or (iii)
with respect to completeness of information and reports, to certify anything
other than that all fields of information called for in written reports prepared
by such Performing Party have been completed except as they have been left blank
on their face.

     In addition, if the Performing Party is a Master Servicer or the Special
Servicer, such Performing Party shall, upon request, execute a reasonable
reliance certificate acknowledging the Certification Party's right to rely upon
the Annual Compliance Certificate provided pursuant to Section 3.13, and shall
include a certification, based on the knowledge of the officer that is signing
such certification, that such Annual Compliance Certificate discloses any
significant deficiencies or defaults described to the certified public
accountants of such Performing Party to enable such accountants to render the
certificate provided for in Section 3.14.

     (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of an actual breach of the applicable
Performing Party's obligations under subsection (b) of this Section or the
applicable Performing Party's negligence, bad faith or willful misconduct in
connection with such obligations.

     (d) Nothing contained in this Section shall be construed to require any
party to this Agreement, or any of such party's officers, to execute any Form
10-K or any Sarbanes-Oxley Certification. The failure of any party to this
Agreement, or any of such party's officers, to execute any Form 10-K or any
Sarbanes-Oxley Certification shall not be regarded as a breach by such party of
any of its obligations under this Agreement. The Depositor, each Master
Servicer, the Special Servicer and the Certificate Administrator hereby agree to
negotiate in good faith with respect to


                                     -232-
<PAGE>

compliance with any further guidance from the Commission or its staff relating
to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the
event such parties agree on such matters, this Agreement shall be amended to
reflect such agreement pursuant to Section 11.01, which amendment shall not
require 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. In no event shall the Special
Servicer be required to execute any Form 10-K or any Sarbanes-Oxley
Certification.


                                     -233-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. Termination Upon Repurchase or Liquidation of All Pooled
Mortgage Loans.

     (a) Subject to Section 9.02, the Trust and the respective obligations and
responsibilities under this Agreement of the parties hereto (other than the
obligations of the Certificate Administrator to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator on behalf of the Trustee and required hereunder to be
so paid on the Distribution Date following the earlier to occur of: (i) the
purchase by any single Controlling Class Certificateholder or group of
Controlling Class Certificateholders, one or both of the Master Servicers or the
Special Servicer (whose respective rights to effect such a purchase shall be
subject to the priorities and conditions set forth in subsection (b)) of all
Pooled Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund at a price (the "Termination
Price") equal to (A) the aggregate Purchase Price of all the Pooled Mortgage
Loans remaining in the Trust Fund (exclusive of any REO Pooled Mortgage
Loan(s)), plus (B) the appraised value of each REO Property (or, in the case of
any REO Property related to any Mortgage Loan Group, the beneficial interest of
the Trust Fund in such REO Property), if any, included in the Trust Fund, such
appraisal for such REO Property to be conducted by a Qualified Appraiser
selected by the Special Servicer and approved by the Certificate Administrator
and the applicable Master Servicer, minus (C) if the purchaser is a Master
Servicer or the Special Servicer, the aggregate amount of unreimbursed Advances
made by such Person, together with any unpaid Advance Interest in respect of
such unreimbursed Advances and any unpaid servicing compensation payable to such
Person (which items shall be deemed to have been paid or reimbursed to such
Master Servicer or the Special Servicer, as the case may be, in connection with
such purchase); (ii) the exchange by the Sole Certificateholder(s) of all the
Certificates for all Pooled Mortgage Loans and each REO Property (or, in the
case of any REO Property related to any Mortgage Loan Group, the beneficial
interest of the Trust Fund in such REO Property) remaining in the Trust Fund;
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Pooled Mortgage Loan or REO Property remaining in the Trust
Fund; provided, however, that in no event shall the Trust 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's, living on the date hereof.

     (b) Any single Controlling Class Certificateholder or group of Controlling
Class Certificateholders, PAR (or its successor) as a Master Servicer, WFB (or
its successor) as a Master Servicer or the Special Servicer, in that order of
preference, may at its option elect to purchase all the Pooled Mortgage Loans
and each REO Property (or, in the case of any REO Property related to any
Mortgage Loan Group, the beneficial interest of the Trust Fund in such REO
Property) remaining in the Trust Fund as contemplated by clause (i) of Section
9.01(a) by giving written notice to the other parties hereto (and, in the case
of an election by a Master Servicer or the Special Servicer, to the Holders of
the Controlling Class) no later than 60 days prior to the anticipated date of
purchase; provided, however, that:

     (A)  the aggregate Stated Principal Balance of the Mortgage Pool at the
          time of such election is 1.0% or less of the Initial Pool Balance;

     (B)  within 30 days after written notice of such election is so given, no
          Person with a higher right of priority to make such an election does
          so;

     (C)  if more than one Controlling Class Certificateholder or group of
          Controlling Class Certificateholders desire to purchase all of the
          Pooled Mortgage Loans and any REO Properties remaining in the Trust
          Fund, preference shall be given to the Controlling Class
          Certificateholder or group of Controlling Class Certificateholders
          with the largest Percentage Interest in the Controlling Class; and


                                     -234-
<PAGE>

     (D)  if a Master Servicer makes such an election, then the other Master
          Servicer will have the option, by giving written notice to the other
          parties hereto and to the Holders of the Controlling Class no later
          than 30 days prior to the anticipated date of purchase, to purchase
          all of the Pooled Mortgage Loans and related REO Properties (or, in
          the case of any REO Property related to any Mortgage Loan Group, the
          beneficial interest of the Trust Fund in such REO Property) remaining
          in the Trust Fund for which it is the applicable Master Servicer.

     If the Trust is to be terminated in connection with the purchase of all the
Pooled Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund by any Controlling Class
Certificateholder(s), one or both of the Master Servicers or the Special
Servicer, such Person(s) shall: (i) deposit, or deliver to the Master Servicers
for deposit, in the respective Collection Accounts (after the Determination
Date, and prior to the Master Servicer Remittance Date, relating to the
anticipated Final Distribution Date) an amount in immediately available funds
equal to the Termination Price (the portion thereof allocable to all such Pooled
Mortgage Loans and related REO Properties, other than those for which a Master
Servicer exercises its option under clause (D) above, to be deposited in the
other Master Servicer's Collection Account and the portion thereof allocable to
those for which a Master Servicer exercises its option under clause (D) above to
be deposited in the such Master Servicer's Collection Account); and (ii) shall
reimburse all of the parties hereto (other than itself, if applicable) for all
reasonable out-of-pocket costs and expenses incurred by such parties in
connection with such purchase. On the Master Servicer Remittance Date for the
Final Distribution Date, each Master Servicer shall transfer to the Distribution
Account all amounts required to be transferred by it to such account on such
Master Servicer Remittance Date from such Master Servicer's Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in such Collection Account that would otherwise be held for
future distribution. Upon confirmation that such deposits and reimbursements
have been made, the Trustee shall release or cause to be released to the
purchasing party (or its designee) the Mortgage Files for the remaining Pooled
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the purchasing party as shall be necessary to
effectuate transfer of the remaining Pooled Mortgage Loans and REO Properties to
the purchasing party (or its designee).

     Following the date on which the aggregate Certificate Principal Balance of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates is reduced to zero,
the Sole Certificateholder(s) shall have the right to exchange all of the
Certificates for all of the Pooled Mortgage Loans and each REO Property (or, in
the case of any REO Property related to any Mortgage Loan Group, the beneficial
interest of the Trust Fund in such REO Property) remaining in the Trust Fund as
contemplated by clause (ii) of Section 9.01(a) by giving written notice to all
the parties hereto no later than 60 days prior to the anticipated date of
exchange. In the event that the Sole Certificateholder(s) elect(s) to exchange
all of the Certificates for all of the Pooled Mortgage Loans and each REO
Property remaining in the Trust Fund in accordance with the preceding sentence,
such Sole Certificateholder(s), not later than the Business Day prior to the
Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in each Collection Account an amount in immediately
available funds equal to all amounts then due and owing to the Depositor, each
Master Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee and/or the Fiscal Agent hereunder (and their
respective agents) that may be withdrawn from such Collection Account, pursuant
to Section 3.05(a), or (without duplication between the Collection Accounts)
that may be withdrawn from the Distribution Account, pursuant to Section
3.05(b), but only to the extent that such amounts are not already on deposit in
such Collection Account. In addition, each Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred by it to such
account on such Master Servicer Remittance Date from such Master Servicer's
Collection Account pursuant to the first paragraph of Section 3.04(b). Upon
confirmation that such final deposits have been made and following the surrender
of all the Certificates on the Final Distribution Date, the Trustee shall
release or cause to be released to the Sole Certificateholder(s) (or any
designee thereof), the Mortgage Files for the remaining Pooled Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder(s) as shall be necessary to effectuate
transfer of the remaining Pooled Mortgage Loans and REO Properties to the Sole
Certificateholder(s) (or any designee thereof). For Federal income tax purposes,
such surrender and release shall be treated as a purchase of such Mortgage Loans
and REO Properties for an


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<PAGE>

amount of cash equal to all amounts due in respect thereof after the
distribution of amounts remaining in the Distribution Account, and a crediting
of such amounts as a final distribution on all REMIC I Regular Interests, REMIC
II Regular Interests and REMIC III Certificates.

     (c) Notice of any termination shall be given promptly by the Certificate
Administrator by letter to Certificateholders mailed (x) if such notice is given
in connection with the purchase of all the Pooled Mortgage Loans and each REO
Property remaining in the Trust Fund by one or both of the Master Servicers, the
Special Servicer and/or any Controlling Class Certificateholder(s), 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 and (y) otherwise during
the month of such final distribution on or before the Master Servicer Remittance
Date in such month, in any event specifying (i) the Distribution Date upon which
the Trust Fund will terminate and final payment on the Certificates will be
made, (ii) the amount of any such final payment in respect of each Class of
Certificates 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 office or agency of the Certificate
Administrator therein designated. The Certificate Administrator shall give such
notice to the other parties hereto at the time such notice is given to
Certificateholders.

     (d) Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts on deposit in the Distribution Account that is allocable to payments on
the relevant Class in accordance with Section 4.01. Any funds not distributed to
any Holder or Holders of Certificates of any Class on the Final Distribution
Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and
credited to the account or accounts of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this
Section 9.01 shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Certificate Administrator 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
Certificate Administrator, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable escheat laws, the Certificate
Administrator shall distribute to the Class R Certificateholders all unclaimed
funds and other assets which remain subject hereto.

     SECTION 9.02. Additional Termination Requirements.

     (a) If any Controlling Class Certificateholder(s), one or both of the
Master Servicers, and/or the Special Servicer purchase(s), or the Sole
Certificateholder(s) exchange(s) all of the Certificates for, all the Pooled
Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund as provided in Section 9.01, the
Trust and each REMIC Pool shall be terminated in accordance with the following
additional requirements, unless the purchasing party obtains at its own expense
and delivers to the Trustee and the Certificate Administrator an Opinion of
Counsel, addressed to the Trustee and the Certificate Administrator, to the
effect that the failure of the Trust to comply with the requirements of this
Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC
Pool:

          (i) the Certificate Administrator shall specify the first day in the
     90-day liquidation period in a statement attached to the final Tax Return
     for each REMIC Pool, pursuant to Treasury Regulations Section 1.860F-1 and
     shall satisfy all requirements of a qualified liquidation under Section
     860F of the Code and any regulations thereunder (as evidenced by an Opinion
     of Counsel to such effect delivered on behalf and at the expense of the
     purchasing party);


                                     -236-
<PAGE>

          (ii) during such 90-day liquidation period and at or prior to the time
     of making the final payment on the Certificates, the Certificate
     Administrator shall sell or otherwise transfer all the Pooled Mortgage
     Loans and each REO Property remaining in the Trust Fund to the relevant
     Master Servicer(s), the Special Servicer, the applicable Controlling Class
     Certificateholder(s) or the Sole Certificateholder(s), as the case may be,
     in exchange for cash and/or Certificates in accordance with Section 9.01;
     and

          (iii) at the time of the final payment on the Certificates, the
     Certificate Administrator shall distribute or credit, or cause to be
     distributed or credited, to the Holders of the Certificates in accordance
     with Section 4.01 all remaining cash on hand (other than cash retained to
     meet claims), and each REMIC Pool shall terminate at that time.

     (b) By their acceptance of Certificates, the Holders hereby authorize the
Trustee to prepare and adopt, on behalf of the Trust, a plan of complete
liquidation of each REMIC Pool in the form of the notice of termination provided
for in Section 9.01(c) and in accordance with the terms and conditions of this
Agreement, which authorization shall be binding upon all successor
Certificateholders.


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<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

     SECTION 10.01. Tax Administration.

     (a) The Trustee shall elect to treat each REMIC Pool as a REMIC under the
Code and, if necessary, under Applicable State Law. Each such election will be
made on IRS Form 1066 or other appropriate federal tax or information return or
any appropriate state Tax Returns for the taxable year ending on the last day of
the calendar year in which the Certificates are issued.

     (b) The Holder of Certificates evidencing the largest Percentage Interest
in the Class R Certificates is hereby designated as the Tax Matters Person of
each REMIC Pool and, in such capacity, shall be responsible to act on behalf of
such REMIC Pool in relation to any tax matter or controversy, to represent such
REMIC Pool in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority, to request an
administrative adjustment as to any taxable year of such REMIC Pool, to enter
into settlement agreements with any governmental taxing agency with respect to
such REMIC Pool, to extend any statute of limitations relating to any tax item
of such REMIC Pool and otherwise to act on behalf of such REMIC Pool in relation
to any tax matter or controversy involving such REMIC Pool; provided that the
Tax Administrator is hereby irrevocably appointed and agrees to act (in
consultation with the Tax Matters Person for each REMIC Pool) as agent and
attorney-in-fact for the Tax Matters Person for each REMIC Pool in the
performance of its duties as such. The legal expenses and costs of any action
described in this Section 10.01(b) and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust payable out of amounts on
deposit in the Distribution Account as provided by Section 3.05(b) unless such
legal expenses and costs are incurred by reason of a Tax Matters Person's or the
Tax Administrator's misfeasance, bad faith or negligence in the performance of,
or such Person's reckless disregard of, its obligations or are expressly
provided by this Agreement to be borne by any party hereto.

     (c) The Tax Administrator shall prepare or cause to be prepared, submit to
the Trustee for execution and file all of the Tax Returns in respect of each
REMIC Pool (other than Tax Returns required to be filed by a Master Servicer
pursuant to Section 3.09(g)) and all of the applicable income tax and other
information returns for each Grantor Trust Pool. The expenses of preparing and
filing such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor.

     (d) The Tax Administrator shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, the REMIC Provisions or other compliance guidance
issued by the IRS or any state or local taxing authority. Included among such
duties, the Tax Administrator shall provide: (i) to any Transferor of a Class R
Certificate, such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee; (ii) to the Certificateholders, such information or
reports as are required by the Code or the REMIC Provisions, including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required); and (iii) to the IRS, the name,
title, address and telephone number of the Person who will serve as the
representative of each REMIC Pool.

     (e) The Trustee and the Tax Administrator shall take such action and shall
cause each REMIC Pool to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the other
parties hereto shall assist them, to the extent reasonably requested by the
Trustee or the Tax Administrator), to the extent that the Trustee or the Tax
Administrator, as applicable, has actual knowledge that any particular action is
required; provided that the Trustee and the Tax Administrator shall be deemed to
have knowledge of relevant tax laws. The Trustee or the Tax Administrator, as
applicable, shall not knowingly take or fail to take any action, or cause any
REMIC Pool to take or fail to take any action, that under the REMIC Provisions,
if taken or not taken, as the case may be, could result in an Adverse REMIC
Event in respect of any REMIC Pool or an Adverse Grantor Trust Event with
respect


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<PAGE>

to either Grantor Trust Pool, unless the Trustee or the Tax Administrator, as
applicable, has received an Opinion of Counsel to the effect that the
contemplated action or non-action, as the case may be, will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. None of the other parties
hereto shall take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee or the Tax Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event or an Adverse Grantor Trust Event could occur with
respect to such action. In addition, prior to taking any action with respect to
any REMIC Pool or the assets thereof, or causing any REMIC Pool to take any
action, which is not contemplated by the terms of this Agreement, each of the
other parties hereto will consult with the Tax Administrator, in writing, with
respect to whether such action could cause an Adverse REMIC Event or an Adverse
Grantor Trust Event to occur, and no such other party shall take any such action
or cause any REMIC Pool to take any such action as to which the Tax
Administrator has advised it in writing that an Adverse REMIC Event or an
Adverse Grantor Trust Event could occur. The Tax 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 permitted by this Agreement (and in no
event by the Trust Fund or the Tax Administrator).

     (f) If any tax is imposed on any REMIC Pool, including "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 any REMIC Pool 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)),
then such tax, together with all incidental costs and expenses (including
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Trustee, if such tax arises out of or results from a breach of any of its
obligations under Article IV, Article VIII or this Section 10.01; (ii) the
Certificate Administrator, if such tax arises out of or results from a breach by
the Certificate Administrator of any of its obligations under Article IV,
Article VIII or this Section 10.01 (which breach constitutes negligence, bad
faith or willful misconduct); (iii) the Tax Administrator, if such tax arises
out of or results from a breach by the Tax Administrator of any of its
obligations under Article IV, Article VIII or this Section 10.01 (which breach
constitutes negligence, bad faith or willful misconduct); (iv) the Fiscal Agent,
if such tax arises out of or results from a breach of any of its obligations
under Article IV or this Section 10.01; (v) a Master Servicer, if such tax
arises out of or results from a breach by such Master Servicer of any of its
obligations under Article III or this Section 10.01; (vi) 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 10.01; or (vii) the
Trust, out of the Trust Fund (exclusive of the Grantor Trust Pools), in all
other instances. If any tax is imposed on either Grantor Trust Pool, 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 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
10.01; (ii) a Master Servicer, if such tax arises out of or results from a
breach by such Master Servicer of any of its obligations under Article III or
this Section 10.01; (iii) 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 10.01; (iv) the Certificate Administrator, if such tax arises
out of or results from a breach by the Certificate Administrator of any of its
obligations under Article IV, Article VIII or this Section 10.01 (which breach
constitutes negligence, bad faith or willful misconduct); (v) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under Article IV, Article VIII or this
Section 10.01 (which breach constitutes negligence, bad faith or willful
misconduct); (iv) the Fiscal Agent, if such tax arises out of or results from a
breach of any of its obligations under Article IV or this Section 10.01; or (v)
the Trust, out of the portion of the Trust Fund constituting such Grantor Trust
Pool, in all other instances. Consistent with the foregoing, any tax permitted
to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be
charged to and paid by the Trust. Any such amounts payable by the Trust in
respect of taxes shall be paid by the Trustee out of amounts on deposit in the
Distribution Account.

     (g) The Tax Administrator shall, for federal income tax purposes, maintain
books and records with respect to each REMIC Pool and Grantor Trust Pool on a
calendar year and an accrual basis.

     (h) Following the Startup Day for each REMIC Pool, the Trustee shall not
(except as contemplated by Section 2.03) accept any contributions of assets to
any REMIC Pool 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


                                     -239-
<PAGE>

the Trustee) to the effect that the inclusion of such assets in such REMIC Pool
will not result in an Adverse REMIC Event in respect of such REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool.

     (i) None of the Master Servicers, the Special Servicer, the Trustee or the
Fiscal Agent shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any Pooled Mortgage Loan (except
in connection with (A) a Breach or Document Defect regarding any Pooled Mortgage
Loan, (B) the foreclosure, default or reasonably foreseeable material default of
a Pooled Mortgage Loan, including the sale or other disposition of a Mortgaged
Property acquired by foreclosure, deed in lieu of foreclosure or otherwise, (C)
the bankruptcy of any REMIC Pool, or (D) the termination of the Trust pursuant
to Article IX of this Agreement); (ii) the sale or disposition of any
investments in any Investment Account for gain; or (iii) the acquisition of any
assets for the Trust (other than a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Pooled Mortgage Loan, other than a Replacement Pooled Mortgage Loan substituted
for a Deleted Pooled Mortgage Loan and other than Permitted Investments acquired
in connection with the investment of funds in an Account or an interest in a
single member limited liability company, as provided in Section 3.16); 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 and in no event at the
expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not result in an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to either
Grantor Trust Pool.

     (j) Except as otherwise permitted by Section 3.17(a), none of the Master
Servicers, the Special Servicer or the Trustee shall enter into any arrangement
by which any REMIC Pool will receive a fee or other compensation for services
or, to the extent it is within the control of such Person, permit any REMIC Pool
to receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code. At all times as may be required by the Code, each of the
respective parties hereto (to the extent it is within its control) shall take
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 REMIC Pool 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.

     (k) Within 30 days after the related Startup Day, the Tax Administrator
shall prepare and file with the IRS, with respect to each REMIC Pool, IRS Form
8811 "Information Return for Real Estate Mortgage Investment Conduits (REMICs)
and Issuers of Collateralized Debt Obligations".

     (l) The parties intend that the portion of the Trust Fund consisting of
Post-ARD Additional Interest on the ARD Mortgage Loans in the Mortgage Pool and
any successor REO Pooled Mortgage Loans with respect thereto and the Class V
Sub-Account shall constitute, and that the affairs of such portion of the Trust
Fund shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. In addition, the
parties intend that the portion of the Trust Fund consisting of the REMIC I
Residual Interest, the REMIC II Residual Interest and the REMIC III Residual
Interest shall constitute, and the affairs of such portion of the Trust Fund
shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. The Tax
Administrator shall also perform on behalf of each Grantor Trust Pool all
reporting and other tax compliance duties that are the responsibility of such
Grantor Trust Pool under the Code or any compliance guidance issued by the IRS
or any state or local taxing authorities. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator.

     SECTION 10.02. The Depositor, the Master Servicers, the Special
                    Servicer and the Fiscal Agent to Cooperate with the
                    Tax Administrator.

     (a) The Depositor shall provide or cause to be provided to the Tax
Administrator, within ten days after the Closing Date, all information or data
that the Tax Administrator reasonably determines to be relevant for tax purposes
as to the valuations and issue prices of the Certificates, including the price,
yield, prepayment assumption and projected cash flow of the Certificates.


                                     -240-
<PAGE>

     (b) Each of the Master Servicers, the Special Servicer and the Fiscal Agent
shall furnish such reports, certifications and information in its possession,
and access to such books and records maintained thereby, as may relate to the
Certificates or the Trust Fund and as shall be reasonably requested by the Tax
Administrator in order to enable it to perform its duties under this Article X.


                                     -241-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01. Amendment.

     (a) This Agreement may be amended from time to time by the mutual agreement
of the parties hereto, without the consent of any of the Certificateholders or
any of the Non-Pooled Noteholders, (i) to cure any ambiguity, (ii) to correct,
modify or supplement any provision herein which may be inconsistent with any
other provision herein or to correct any error, (iii) to make any other
provisions with respect to matters or questions arising hereunder which shall
not be inconsistent with the then existing provisions hereof, (iv) as evidenced
by an Opinion of Counsel delivered to the Trustee, the Master Servicers and the
Special Servicer, to relax or eliminate (A) 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 (B) any transfer
restriction imposed on the Certificates pursuant to Section 5.02(b) or Section
5.02(c) (if applicable law is amended or clarified such that any such
restriction may be relaxed or eliminated), (v) as evidenced by an Opinion of
Counsel delivered to the Trustee, either (X) 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 any REMIC
Pool or either Grantor Trust Pool at least from the effective date of such
amendment, or (Y) 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 REMIC Pool or either Grantor Trust Pool, (vi)
subject to Section 5.02(d)(iv), to modify, add to or eliminate any of the
provisions of Section 5.02(d)(i), (ii) or (iii), or (vii) to avoid an Adverse
Rating Event with respect to any Class of Rated Certificates; provided that (I)
no such amendment may significantly change the activities of the Trust; and (II)
any such amendment for the specific purposes described in clause (iii), (iv) or
(vii) above shall not adversely affect in any material respect the interests of
any Certificateholder or any third-party beneficiary to this Agreement or any
provision hereof, as evidenced by the Trustee's and Certificate Administrator's
receipt of an Opinion of Counsel to that effect (or, alternatively, in the case
of a Class of Rated Certificates, written confirmation from each applicable
Rating Agency to the effect that such amendment shall not result in an Adverse
Rating Event with respect to any Class of Rated Certificates); and (III) with
respect to any such amendment for the specific purposes described in clause
(iii) above, the Trustee and the Certificate Administrator shall receive written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates. This Agreement may also be amended from time to time by
the mutual agreement of the parties hereto, without the consent of any of the
Certificateholders, as and to the extent provided by Section 8.15(d).

     (b) This Agreement may also be amended from time to time by the mutual
agreement of the parties hereto, with the consent of the Holders of Certificates
entitled to not less than 66-2/3% of the Voting Rights allocated to all of the
Classes that are materially affected by the amendment and without the consent of
any of the Non-Pooled Noteholders, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received or advanced on the Pooled
Mortgage Loans and/or REO Properties which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in clause (i) above,
without the consent of the Holders of all Certificates of such Class, (iii)
modify the provisions of this Section 11.01 or the definition of "Servicing
Standard", without the consent of the Holders of all Certificates then
outstanding, (iv) significantly change the activities of the Trust, without the
consent of the Holders of Certificates entitled to not less than 51% of all the
Voting Rights (not taking into account Certificates held by the Depositor or any
Pooled Mortgage Loan Seller or any of their respective Affiliates or agents), or
(v) adversely affect in any material respect the interests of any third-party
beneficiary to this Agreement or any provision herein, without the consent of
such third-party beneficiary. The Trustee shall not agree to amend any Pooled
Mortgage Loan Purchase Agreement in any manner that would adversely affect in
any material respect the interests of the


                                     -242-
<PAGE>


Holders of any Class of Certificates, except with the consent of the Holders of
all Certificates of such Class. 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 the matters described above as they would if registered in the name
of any other Person.

     (c) Notwithstanding any contrary provision of this Agreement, none of the
Certificate Administrator, the Trustee, the Master Servicers or the Special
Servicer shall consent to any amendment to this Agreement unless it shall first
have obtained or been furnished with an Opinion of Counsel to the effect that
neither such amendment nor the exercise of any power granted to any party hereto
in accordance with such amendment will result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
either Grantor Trust Pool.

     (d) Promptly after the execution and delivery of any amendment by all
parties thereto, the Certificate Administrator shall deliver a copy thereof to
each Certificateholder, each Rating Agency and each Serviced Non-Pooled Mortgage
Loan Noteholder.

     (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, execution
and delivery thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

     (f) The Trustee and the Certificate Administrator each may but shall not be
obligated to enter into any amendment pursuant to this Section 11.01 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) or (c) shall be borne by the Person seeking the related amendment,
except that if the Trustee requests any amendment of this Agreement that it
reasonably believes 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) or (c) shall be payable out of the
Distribution Account.

     (h) Notwithstanding any contrary provision of this Section, the parties
shall not enter into any amendment of this Agreement that would be reasonably
likely to have an adverse effect on the Primary Servicer's rights and duties
under the Primary Servicing Agreement, unless the Primary Servicer has consented
to such amendment (such consent not to be unreasonably withheld or delayed).

     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
Trustee at the expense of the Trust (payable out of the Distribution Account),
but only if (i) a Master Servicer or the Special Servicer, as applicable,
determines in its reasonable good faith judgment, that such recordation
materially and beneficially affects the interests of the Certificateholders and
so informs the Trustee in writing and (ii) the Controlling Class Representative
consents.

     (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.


                                     -243-
<PAGE>

     SECTION 11.03. Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder or Non-Pooled
Noteholder shall not operate to terminate this Agreement or the Trust, nor
entitle such Certificateholder's or Non-Pooled Noteholder'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, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder or Non-Pooled Noteholder 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 and/or Non-Pooled Noteholders from time to time as partners
or members of an association; nor shall any Certificateholder or Non-Pooled
Noteholder 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 or Non-Pooled Noteholder 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 Person 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 (in the case of a Certificateholder) or the
related Non-Pooled Noteholder, as the case may be, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. 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 any other Holders of
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder (which priority or preference is not otherwise provided for
herein), or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.03, 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 substantive laws of the State of New York applicable to agreements made and
to be performed entirely in said State, and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

     SECTION 11.05. Notices.

     Any communications provided for or permitted hereunder shall be in writing
(including by telecopy) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given when delivered to or, in the case of telecopy
notice, when received: (i) in the case of the Depositor, 383 Madison Avenue, New
York, New York 10179, Attention: J. Christopher Hoeffel (with a copy to Joseph
Jurkowski, Esq., telecopy number: (917) 849-1179); (ii) in the case of PAR as a
Master Servicer, Prudential Asset Resources Inc., 2200 Ross Avenue, Suite 4200E,
Dallas, Texas, 75201, Attention: Ann Hambly, telecopy number: (214) 777-4556;
(iii) in the case of WFB as a Master Servicer, Wells Fargo Bank, National
Association, 45 Fremont Street, 2nd Floor, San Francisco, California 94105,
Attention: Commercial Mortgage Servicing (with a copy to Robert F. Darling,
Esq., Wells Fargo Bank, National Association, 633 Folsom Street, 7th Floor, San
Francisco, California 94111); (iv) in the case of the Special Servicer, Midland
Loan Services, Inc., 10851 Mastin, Suite 700, Overland Park, Kansas 66210 (for
deliveries), and P.O. Box 25965, Shawnee Mission, Kansas 66225-


                                     -244-
<PAGE>

5965 (for communications by United States mail), Attention: President, telecopy
number: (913) 253-9001; (v) in the case of WFB as the Certificate Registrar,
Certificate Administrator and Tax Administrator, Wells Fargo Bank, National
Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Administration (CMBS), Bear Stearns Commercial Mortgage
Securities Inc., 2004-PWR5, telecopy number: (410) 715-2380; (vii) in the case
of the Trustee, LaSalle Bank National Association, 135 South LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Services
Group, Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR5, telecopy
number: (312) 904-2084; (vi) in the case of the Fiscal Agent, ABN AMRO Bank
N.V., 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Asset
Backed Securities Trust Services Group, Bear Stearns Commercial Mortgage
Securities Inc., 2004-PWR5, telecopy number: (312) 904-2084; (vii) in the case
of the Rating Agencies, (A) Moody's Investors Service, Inc., 99 Church Street,
New York, New York 10007, Attention: Commercial MBS Monitoring Department,
facsimile number: (212) 553-4392, (B) Fitch, Inc., One State Street Plaza, New
York, New York 10004, Attention: Commercial Mortgage Surveillance and (C)
Dominion Bond Rating Service, Inc., 20 North Clark Street, 8th Floor, Chicago,
Illinois 60602, Attention: Commercial Mortgage Surveillance Group, facsimile
number: (312) 332-3492; (viii) in the case of the Primary Servicer, Nationwide
Life Insurance Company, One Nationwide Plaza, 34th Floor, Columbus, Ohio
43215-2220, Attention: Thomas Farrell, facsimile number: (614) 249-4247; and
(ix) in the case of any Pooled Mortgage Loan Seller, the address for notices to
such Pooled Mortgage Loan Seller under the related Pooled Mortgage Loan Purchase
Agreement; or as to each such Person such other address and/or telecopy number
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
covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.

     SECTION 11.07. Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and assigns and, as
third party beneficiaries (with all right to enforce the obligations hereunder
intended for their benefit as if a party hereto), the Underwriters, the
Designated Sub-Servicers and the non-parties referred to in Sections 6.03, 8.05,
and Section 3.22(f) and all such provisions shall inure to the benefit of the
Certificateholders. Each of the Designated Sub-Servicers shall be a third-party
beneficiary to the obligations of a successor Master Servicer under Section
3.22; provided that the sole remedy for any claim by a Designated Sub-Servicer
as third party beneficiary pursuant to this Section 11.07 shall be against a
successor Master Servicer in its corporate or company capacity and no such
Designated Sub-Servicer shall have any rights or claims against the Trust Fund
or any party hereto (other than such successor Master Servicer) as a result of
any rights conferred on such Designated Sub-Servicer as a third-party
beneficiary under this Section 11.07. The Non-Pooled Noteholders (other than any
Non-Pooled Noteholder that is same Person as or an Affiliate of the related
Borrower) and any designees thereof acting on behalf of or exercising the rights
of such Non-Pooled Noteholders shall be third-party beneficiaries to this
Agreement with respect to their rights as specifically provided for herein.

     SECTION 11.08. Article and Section Headings.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.


                                     -245-
<PAGE>

     SECTION 11.09. Notices to and from the Rating Agencies and the Depositor.

     (a) The Trustee (or, with respect to items (v) and (vii) below, the
Certificate Administrator) shall promptly provide notice to each Rating Agency
and the Depositor (and, with respect to items (i), (ii) and (iii) below, each
Serviced Non-Pooled Mortgage Loan Noteholder; provided that notice with respect
to item (ii) below shall be given within one Business Day of the Trustee's
actual knowledge thereof) with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the resignation, termination, merger or consolidation of any
     Master Servicer or Special Servicer and the appointment of a successor;

          (iv) the appointment, resignation or removal of a Fiscal Agent;

          (v) any change in the location of the Distribution Account, the
     Interest Reserve Account or the Excess Liquidation Proceeds Account;

          (vi) any repurchase or substitution of a Mortgage Loan by a Pooled
     Mortgage Loan Seller as contemplated by Section 2.03; and

          (vii) the final payment to any Class of Certificateholders.

     (b) Each Master Servicer shall promptly provide notice to each Rating
Agency and the Depositor with respect to each of the following of which it has
actual knowledge:

          (i) the resignation or removal of the Trustee and the appointment of a
     successor; and

          (ii) any change in the location of its Collection Account or any
     Companion Note Custodial Account maintained by it, as applicable.

     (c) Each of the Master Servicers and the Special Servicer shall promptly
furnish (in hard copy format or through use of a Master Servicer's internet
website), to each Rating Agency copies of the following items (in each case, at
or about the same time that it delivers or causes the delivery of such item to
the Trustee):

          (i) each of its Annual Performance Certifications;

          (ii) each of its Annual Accountants' Reports;

          (iii) each report prepared pursuant to Section 3.09(e);

          (iv) to the extent so required by a Rating Agency to confirm any
     rating assigned thereby to any Class of Rated Certificates, such other
     information in the possession of the applicable Master Servicer and/or
     Special Servicer as such Rating Agency may reasonably request.

     (d) The Certificate Administrator shall promptly deliver or otherwise make
available to each Rating Agency (in hard copy format or through use of the
Certificate Administrator's internet website) a copy of each Certificateholder
Report forwarded to the Holders of the Certificates (in each case, at or about
the same time that it delivers such Certificateholder Report to such Holders).
Any Restricted Servicer Reports delivered electronically as aforesaid shall be
accessible on the Certificate Administrator's internet website on a restricted
basis.


                                     -246-
<PAGE>

     (e) The parties intend that each Rating Agency provide to the Trustee, upon
request, a listing of the then-current rating (if any) assigned by such Rating
Agency to each Class of Certificates then outstanding.

     SECTION 11.10. Notices to Controlling Class Representative.

     The Trustee, the Master Servicers and the Special Servicer shall each
deliver to the Controlling Class Representative a copy of each notice or other
item of information such Person is required to deliver to the Rating Agencies
pursuant to Section 11.09, in each case simultaneously with the delivery thereof
to the Rating Agencies, to the extent not already delivered to the Controlling
Class Representative pursuant to this Agreement.

     SECTION 11.11. 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.


                                     -247-
<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.

                                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                                  Depositor


                                By: /s/ Richard A. Ruffer Jr.
                                    --------------------------------------------
                                    Name: Richard A. Ruffer Jr.
                                    Title: Vice President



                                PRUDENTIAL ASSET RESOURCES, INC.
                                  a Master Servicer


                                By: /s/ Ann A. Hambly
                                    --------------------------------------------
                                    Name: Ann A. Hambly
                                    Title: President



                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                  a Master Servicer


                                By: /s/ Stewart McAdams
                                    --------------------------------------------
                                    Name: Stewart McAdams
                                    Title: Vice President



                                MIDLAND LOAN SERVICES, INC.
                                  Special Servicer


                                By: /s/ Lawrence D. Ashley
                                    --------------------------------------------
                                    Name: Lawrence D. Ashley
                                    Title: Senior Vice President



                                      PSA
<PAGE>

                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                  Solely in its capacity as Certificate
                                  Administrator and Tax Administrator


                                By: /s/ Deborah Daniels
                                    --------------------------------------------
                                    Name: Deborah Daniels
                                    Title: Vice President



                                LASALLE BANK NATIONAL ASSOCIATION
                                  Trustee


                                By: /s/ Alyssa C. Stahl
                                    --------------------------------------------
                                    Name: Alyssa C. Stahl
                                    Title: Vice President



                                ABN AMRO BANK N.V.
                                  Fiscal Agent


                                By: /s/ Alyssa C. Stahl
                                    --------------------------------------------
                                    Name: Alyssa C. Stahl
                                    Title: Vice President



                                By: /s/ Cynthia Reis
                                    --------------------------------------------
                                    Name: Cynthia Reis
                                    Title: Sr. Vice President



                                      PSA
<PAGE>

STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NEW YORK         )


         On the 13th day of October 2004, before me, a notary public in and for
said State, personally appeared Richard A. Ruffer, Jr., personally known to me
to be a Managing Director of Bear Stearns Commercial Mortgage Inc., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /s/ Kimberly J. Frank
                                            ------------------------------------
                                                       Notary Public

<PAGE>


STATE OF TEXAS             )
                           )  ss.:
COUNTY OF DALLAS           )


         On the 15TH day of October 2004, before me, a notary public in and for
said State, personally appeared Ann A. Hambly, personally known to me to be
President of Prudential Asset Resources, Inc., one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /s/ Barbara L. Dyer
                                            ------------------------------------
                                                       Notary Public




<PAGE>


STATE OF CALIFORNIA        )
                           )  ss.:
COUNTY OF SAN FRANCISCO    )


         On the 14th day of October 2004, before me, a notary public in and for
said State, personally appeared Stewart McAdams, personally known to me to be a
Vice President of Wells Fargo Bank, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /s/ Juanita Louise Borstead
                                            ------------------------------------
                                                       Notary Public



<PAGE>


STATE OF KANSAS            )
                           )  ss.:
COUNTY OF JOHNSON          )


         On the 13TH day of October 2004, before me, a notary public in and for
said State, personally appeared Lawrence D. Ashley, personally known to me to be
a Senior Vice President of MIDLAND LOAN SERVICES, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /a/ Joyce Mayo
                                            ------------------------------------
                                                       Notary Public



<PAGE>


STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NEW YORK         )


         On the 19th day of October 2004, before me, a notary public in and for
said State, personally appeared Deborah Daniels, personally known to me to be a
Vice President of Wells Fargo Bank, National Association, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /s/ Meaghan L. Sanders
                                            ------------------------------------
                                                       Notary Public



<PAGE>

STATE OF ILLINOIS          )
                           )  ss.:
COUNTY OF COOK             )


         On the ______ day of October 2004, before me, Diane O'Neal, a notary
public in and for said State, personally appeared Alyssa C. Stahl, personally
known to me to be a Vice President of LaSalle Bank National Association, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /s/ Diane O'Neal
                                            ------------------------------------
                                            Diane O'Neal, Notary Public




<PAGE>


STATE OF ILLINOIS          )
                           )  ss.:
COUNTY OF COOK             )


         On the ______ day of October 2004, before me, Diane O'Neal, a notary
public in and for said State, personally appeared Alyssa C. Stahl, Vice
President and Cynthia Reis, Senior Vice President, of ABN AMRO BANK N.V., one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                            /s/ Diane O'Neal
                                            ------------------------------------
                                            Diane O'Neal, Notary Public





                                                                 Notary Public


<PAGE>


                                   EXHIBIT A-1

        FORM OF CLASS A-1, A-2, A-3, A-4, A-5, B, C, D, E, F, G, H, J, K,
                     L, M, N, P, Q, X-1 and X-2 CERTIFICATES


                   CLASS [ ] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2004-PWR5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:  [____%                                  Class [Principal Balance] [Notional Amount] of the
per annum][Variable]                                        Class [   ] Certificates as of the Closing Date:
                                                            $___________

Closing Date:  October 19, 2004                             Initial Certificate [Principal Balance] [Notional
                                                            Amount] of this Certificate as of the Closing Date:
                                                            $__________

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
November 11, 2004                                           Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                 ]

Master Servicer:                                            Trustee:
Prudential Asset Resources, Inc.                            LaSalle Bank National Association

Master Servicer:                                            Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association

Special Servicer:                                           Fiscal Agent:
Midland Loan Services, Inc.                                 ABN AMRO Bank N.V.

Certificate No. [   ] -___                                  CUSIP No.:
                                                            ISIN No.:  ________________

</TABLE>

                                      A-1-1

<PAGE>


[FOR BOOK-ENTRY CERTIFICATES][UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE CERTIFICATE ADMINISTRATOR 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.]

[FOR PRIVATE CERTIFICATES][THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION
OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, MIDLAND LOAN SERVICES, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER

                                     A-1-2

<PAGE>

THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED
BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES ONE OR
MORE "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A
"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[FOR SUBORDINATE CERTIFICATES][THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

[FOR PRINCIPAL BALANCE CERTIFICATES][THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.]

[FOR CLASS X-1 AND CLASS X-2 CERTIFICATES][THE OUTSTANDING CERTIFICATE NOTIONAL
AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS
CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE
THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.]

[FOR REGULATION S GLOBAL CERTIFICATES][PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (a) the Closing Date and (b) the commencement of the initial
offering of the Certificates in reliance on Regulation S, THIS CERTIFICATE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR
TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED. NO BENEFICIAL OWNERS OF
THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

                  This certifies that [FOR BOOK-ENTRY CERTIFICATES: CEDE &
CO.][FOR DEFINITIVE CERTIFICATES: [ ]] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the [principal
balance][notional amount] of this Certificate (its "Certificate [Principal
Balance][Notional Amount]") as of the Closing Date by the aggregate [principal
balance][notional amount] of all the Class [ ] Certificates (their "Class
[Principal Balance][Notional Amount]") as of the Closing Date) in that certain
beneficial ownership interest in the Trust Fund evidenced by all the Class [ ]
Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2004 (the
"Agreement"), among Bear Stearns Commercial Mortgage



                                     A-1-3

<PAGE>


Securities Inc. as depositor (the "Depositor," which term includes any successor
entity under the Agreement), Prudential Asset Resources, Inc., as a master
servicer (in such capacity, a "Master Servicer," which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association,
as a master servicer (in such capacity, a "Master Servicer," which term includes
any successor entity under the Agreement), as certificate administrator (in such
capacity, the "Certificate Administrator," which term includes any successor
entity under the Agreement) and as tax administrator (in such capacity, the "Tax
Administrator," which term includes any successor entity under the Agreement),
Midland Loan Services, Inc. as special servicer (in such capacity, the "Special
Servicer," which term includes any successor entity under the Agreement),
LaSalle Bank National Association, as trustee (the "Trustee," which term
includes any successor entity under the Agreement), and ABN AMRO Bank N.V., as
fiscal agent (the "Fiscal Agent," 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, capitalized terms used herein
have the respective meanings assigned thereto 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 its
acceptance hereof assents and by which such Holder is bound. In the event that
there is any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), 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 all the Holders of the Class [ ] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator 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 Certificate
Administrator with wiring instructions no less than five 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. Notwithstanding the foregoing, the final distribution on
this Certificate [FOR PRINCIPAL BALANCE CERTIFICATES][(determined without regard
to any possible future reimbursement of any portion 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.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Account (if established), the Companion Note Custodial




                                     A-1-4


<PAGE>



Account, and any other accounts established pursuant to the Agreement 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.

                  [FOR PRINCIPAL BALANCE CERTIFICATES][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.]

                  This Certificate is issuable in fully registered form only
without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  [FOR PRIVATE CERTIFICATES][No transfer, sale, pledge or other
disposition of this Certificate or any interest herein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
securities or blue sky laws of any state or other jurisdiction within the United
States, its territories and possessions, or is otherwise made in accordance with
the Securities Act and such other securities or blue sky laws. If a transfer of
this Certificate is to be made without registration under the Securities Act,
then (except in limited circumstances specified in the Agreement) 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 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Agreement; or (ii) an Opinion
of Counsel satisfactory to the Certificate Administrator to the effect that such
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer and such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund, the Depositor, either Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator, the Fiscal Agent 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.]

                  [FOR PRIVATE CERTIFICATES][If this Certificate constitutes a
Rule 144A Global Certificate and a transfer of any interest in this Certificate
is to be made without registration under the Securities Act, then (except under
limited circumstances specified in the Agreement) the Certificate Owner desiring
to effect such transfer shall be required to obtain either (i) a certificate
from such Certificate Owner's prospective Transferee substantially in the form
attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of Counsel to the
effect that such prospective Transferee is a Qualified Institutional Buyer and
such transfer may be made without registration under the Securities Act. Except
as discussed below or under such other limited circumstances as are provided in
the Agreement, if this Certificate constitutes a Rule

                                     A-1-5

<PAGE>

144A Global Certificate, then interests herein shall not be transferred to any
Person who takes delivery in the form of an interest in anything other than a
Rule 144A Global Certificate.]

                  [FOR PRIVATE CERTIFICATES][Except under such limited
circumstances as are provided in the Agreement, if this Certificate constitutes
a Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person who takes delivery in the form of a beneficial interest in this
Certificate. If the transfer occurs on or prior to the Release Date, then the
Certificate Owner desiring to effect such transfer shall be required to obtain
from such Certificate Owner's prospective Transferee a written certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.]

                  [FOR PRIVATE CERTIFICATES][Notwithstanding the foregoing, any
interest in a Rule 144A Global Certificate may be transferred by any Certificate
Owner holding such interest to any Institutional Accredited Investor (other than
a Qualified Institutional Buyer) who takes delivery in the form of a Definitive
Certificate of the same Class as such Global Certificate upon delivery to the
Certificate Registrar and the Certificate Administrator of (i) such
certifications and/or opinions as are contemplated above with respect to
transfers of this Certificate in definitive form and (ii) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Certificate Administrator
to debit the account of a Depository Participant by a denomination of interests
in such Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Certificate Administrator, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the subject Global Certificate, and cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.]

                  [FOR PRIVATE CERTIFICATES][None of the Depositor, the
Underwriters, the Certificate Administrator, the Trustee, the Fiscal Agent, the
Master Servicers, the Special Servicer, the Tax Administrator or the Certificate
Registrar is obligated to register or qualify the Class [ ] Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of this
Certificate or any interest herein without registration or qualification. Any
Certificateholder or Certificate Owner desiring to effect a transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the
Fiscal Agent, each Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws or the provisions described above.]

                                      A-1-6
<PAGE>

                  [FOR BOOK-ENTRY CERTIFICATES][The Global Certificates shall be
deposited with the Certificate Administrator as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.]

                  No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a non-exempt violation of Section 406 or
407 of ERISA or Section 4975 of the Code or would result in the imposition of an
excise tax under Section 4975 of the Code. [FOR PRIVATE CERTIFICATES][Except in
limited circumstances, the Certificate Registrar shall refuse to register the
transfer of this Certificate (and, if applicable, any Certificate Owner shall
refuse to transfer an interest in this Certificate), unless it has received from
the prospective Transferee (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification to the effect that the
purchase and holding of this Certificate by such prospective Transferee are
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes on such prohibited transactions imposed under
Section 4975 (a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
investment grade rated and is being acquired by, on behalf of or with assets of
a Plan in reliance upon Prohibited Transaction Exemption 90-30, 90-29 or 90-24,
a certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Certificate Administrator, the Depositor, any Pooled Mortgage Loan Seller,
either Master Servicer, the Special Servicer, the Primary Servicer, any
Sub-Servicer, any Person responsible for the servicing of any Non-Trust-Serviced
Pooled Mortgage Loan, any Exemption-Favored Party or any Borrower with respect
to Pooled Mortgage Loans constituting more than 5% of the aggregate unamortized
principal of all the Pooled Mortgage Loans determined as of the Closing Date, or
by an Affiliate of any such Person, and (Z) agrees that it will obtain from each
of its Transferees that is a Plan a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y), together with a written agreement that such Transferee
will obtain from each of its Transferees that is a Plan a similar written
representation regarding satisfaction of the requirements of the immediately
preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee (or, if applicable, the Certificate Owner effecting the transfer)
that such transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.]

                  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



                                     A-1-7


<PAGE>

Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any transfer or exchange
of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.

                  [FOR BOOK-ENTRY 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, and accordingly, this Certificate shall constitute a
Book-Entry Certificate.]

                  The Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal Agent,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, the Fiscal Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon payment (or provision for payment) to the Certificateholders of
all amounts held by the Certificate Administrator on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the final payment or other liquidation (or any advance with respect thereto)
of the last Pooled Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by one or both Master Servicers, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Pooled Mortgage Loans and each REO Property remaining in the Trust Fund; and
(iii) the exchange by the Sole Certificateholder(s) of all the Certificates for
all Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
Special Servicer or any single Controlling Class Certificateholder or group of
Controlling Class Certificateholders to purchase from the Trust Fund all the
Pooled Mortgage Loans and each REO Property remaining therein. The exercise of
such right may effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being 1.0% or less of the Initial Pool Balance.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto and the rights of the Certificateholders
under the Agreement at any time by the parties to the Agreement with the consent
of the Holders of Certificates entitled to not less than 66-2/3% of the Voting
Rights


                                     A-1-8

<PAGE>


allocated to all of the Classes materially affected by the amendment and, if
adversely affected by the amendment, any third-party beneficiary. 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 any
REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
laws of the State of New York applicable to agreements negotiated, made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-1-9
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.

                                WELLS FARGO BANK, N.A.
                                not in its individual capacity but solely as
                                Certificate Registrar


                     By:____________________________________
                            Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [ ] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                WELLS FARGO BANK, N.A.
                                not in its individual capacity but solely as
                                Authenticating Agent


                     By:____________________________________
                            Authorized Representative


                                     A-1-10

<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
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
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: __________________________________________________________
______________________________________________________________________________.

Dated:

                                     -------------------------------------
                                     Signature by or on behalf of Assignor


                                     -------------------------------------
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to for the account of _______________
______________________________________________________________________________.

                  Distributions made by check (such check to be made payable to
________________) and all applicable statements and notices should be mailed to
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ___________________________________________________
as its agent.


                                     A-1-11
<PAGE>


              [FOR BOOK ENTRY-CERTIFICATES INSERT THIS SCHEDULE A]

                                   SCHEDULE A

                    SCHEDULE OF EXCHANGES IN GLOBAL SECURITY

         The following exchanges of a part of this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                                                  Signature of
                           Amount of              Amount of           Principal Amount of          authorized
Date of Exchange     Decrease in Principal       Increase in          this Global Security         officer of
                        Amount of this        Principal Amount           following such            Trustee or
                        Global Security        of this Global        decrease (or increase)        securities
                                                  Security                                         custodian
------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>                    <C>                         <C>



</TABLE>


                                     A-1-12



<PAGE>



                                   EXHIBIT A-2

                          FORM OF CLASS R CERTIFICATES


                           CLASS R COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2004-PWR5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Closing Date:  October 19, 2004                             Percentage Interest evidenced by
                                                            this Class R Certificate: ___%

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
November 11, 2004                                           Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                  ]

Master Servicer: Prudential Asset Resources, Inc.           Trustee:
                                                            LaSalle Bank National Association

Master Servicer :                                           Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association

Special Servicer:                                           Fiscal Agent:
Midland Loan Services, Inc.                                 ABN AMRO Bank N.V.

Certificate No. R-___
</TABLE>

                                     A-2-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, MIDLAND LOAN SERVICES, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED
BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH 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


                                     A-2-2


<PAGE>


CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of October 1,
2004 (the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc.
as depositor (the "Depositor," which term includes any successor entity under
the Agreement), Prudential Asset Resources, Inc., as a master servicer (in such
capacity, a "Master Servicer," which term includes any successor entity under
the Agreement), Wells Fargo Bank, National Association, as a master servicer (in
such capacity, a "Master Servicer," which term includes any successor entity
under the Agreement), as certificate administrator (in such capacity, the
"Certificate Administrator," which term includes any successor entity under the
Agreement) and as tax administrator (in such capacity, the "Tax Administrator,"
which term includes any successor entity under the Agreement), Midland Loan
Services, Inc., as special servicer (in such capacity, the "Special Servicer,"
which term includes any successor entity under the Agreement), LaSalle Bank
National Association, as trustee (the "Trustee," which term includes any
successor entity under the Agreement), and ABN AMRO Bank N.V., as fiscal agent
(the "Fiscal Agent," 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, capitalized terms used herein
have the respective meanings assigned thereto 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 its
acceptance hereof assents and by which such Holder is bound. In the event that
there is any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), 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 all the Holders of the Class R Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator 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 Certificate
Administrator with wiring instructions no less than five 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. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and

                                     A-2-3

<PAGE>

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.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Accounts (if established), the Companion Note
Custodial Account, and any other accounts established pursuant to the Agreement
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.

                  This Certificate is issuable in fully registered form only
without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities or blue sky
laws of any state or other jurisdiction within the United States, its
territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If a transfer of this
Certificate is to be made without registration under the Securities Act, then
(except in limited circumstances specified in the Agreement) 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 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund, the Depositor, either Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent 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 Underwriters, the Certificate
Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special
Servicer, the Tax Administrator or the Certificate Registrar is obligated to
register or qualify the Class R Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of this Certificate or any interest herein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the
Certificate Administrator, the Trustee, each Master Servicer, the Special


                                     A-2-4


<PAGE>


Servicer, the Fiscal Agent, the Tax Administrator and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws or the provisions described
in the six preceding paragraphs.

                  No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or Section or Code (each, a "Plan"), or (B) to any Person who
is directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by its acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Certificate Administrator (i) to deliver
payments to a Person other than such Person and (ii) to negotiate the terms of
any mandatory disposition, to execute all instruments of Transfer and to do all
other things necessary in connection with any such disposition. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and shall promptly notify the Certificate Administrator and
the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee. Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee, if a Responsible Officer of
either the Certificate Registrar or the Certificate Administrator has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee shall be effected. In connection therewith, the Certificate Registrar
shall not register the transfer of an Ownership Interest in this Certificate to
any entity classified as a partnership under the Code unless at the time of
transfer, all of its beneficial owners are United States Securities Persons.

                                     A-2-5
<PAGE>

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest herein unless it
provides to the Certificate Registrar a certificate substantially in the form
attached as Exhibit H-2 to the Agreement stating that, among other things, it
has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by
purchasing such Ownership Interest herein, agrees to give the Certificate
Administrator and the Tax Administrator 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 such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".

                  If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Certificate Administrator and the Tax Administrator 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 result in an Adverse
Rating Event; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Administrator and the Tax Administrator, to the effect that
such modification of, addition to or elimination of such provisions will not
cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a Class R Certificate to a Person
that 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
Class R Certificate to a Person that is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than a
"Disqualified Organization", a "Disqualified Non-United States Tax Person" or a
"Disqualified Partnership" (each as defined in the Agreement) and other than a
foreign permanent establishment or fixed base (each within the meaning of any
applicable income tax treaty) of a United States Tax Person or any other Person
as to whom the transfer of this Certificate may cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificate is outstanding.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                                     A-2-6
<PAGE>

                  No service charge will be imposed for any transfer or exchange
of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.

                  The Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal Agent,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, the Fiscal Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon payment (or provision for payment) to the Certificateholders of
all amounts held by the Certificate Administrator on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the final payment or other liquidation (or any advance with respect thereto)
of the last Pooled Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by one or both Master Servicers, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund; and (iii)
the exchange by the Sole Certificateholder(s) of all the Certificates for all
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
Special Servicer or any single Controlling Class Certificateholder or group of
Controlling Class Certificateholders to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto and the rights of the Certificateholders
under the Agreement at any time by the parties to the Agreement with the consent
of the Holders of Certificates entitled to not less than 66-2/3% of the Voting
Rights allocated to all of the Classes materially affected by the amendment and,
if adversely affected by the amendment, any third-party beneficiary. 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 any
REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                                     A-2-7
<PAGE>

                  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
laws of the State of New York applicable to agreements negotiated, made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

                                     A-2-8

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.

                                  WELLS FARGO BANK, N.A.
                                  not in its individual capacity but solely as
                                  Certificate Registrar


                     By:____________________________________
                            Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated:

                                  WELLS FARGO BANK, N.A.
                                  not in its individual capacity but solely as
                                  Authenticating Agent


                     By:____________________________________
                            Authorized Representative


                                     A-2-9

<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
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
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________

Dated:

                                     -------------------------------------
                                     Signature by or on behalf of Assignor


                                     -------------------------------------
                                     Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to for the account of ______________
_______________________________________________________________________________.

                  Distributions made by check (such check to be made payable to
_________________________________) and all applicable statements and notices
should be mailed to ___________________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ___________________________________________________
as its agent.

                                     A-2-10

<PAGE>

                                   EXHIBIT A-3

                          FORM OF CLASS V CERTIFICATES


                           CLASS V COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2004-PWR5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Closing Date:  October 19, 2004                             Percentage Interest evidenced by this Class V
                                                            Certificate:  ______%

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
November 11, 2004                                           Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                   ]

Master Servicer: Prudential Asset Resources, Inc.           Trustee:
                                                            LaSalle Bank National Association

Master Servicer:                                            Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association

Special Servicer:                                           Fiscal Agent:
Midland Loan Services, Inc.                                 ABN AMRO Bank N.V.
Certificate No. V-___
</TABLE>


                                     A-3-1

<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, MIDLAND LOAN SERVICES, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED
BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS, SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class V Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of October 1,
2004 (the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc.
as depositor (the "Depositor," which term includes any successor entity under
the Agreement),

                                     A-3-2
<PAGE>

Prudential Asset Resources, Inc., as a master servicer (in such capacity, a
"Master Servicer," which term includes any successor entity under the
Agreement), Wells Fargo Bank, National Association, as a master servicer (in
such capacity, a "Master Servicer," which term includes any successor entity
under the Agreement), as certificate administrator (in such capacity, the
"Certificate Administrator," which term includes any successor entity under the
Agreement) and as tax administrator (in such capacity, the "Tax Administrator,"
which term includes any successor entity under the Agreement), Midland Loan
Services, Inc., as special servicer (in such capacity, the "Special Servicer,"
which term includes any successor entity under the Agreement), LaSalle Bank
National Association, as trustee (the "Trustee," which term includes any
successor entity under the Agreement), and ABN AMRO Bank N.V., as fiscal agent
(the "Fiscal Agent," 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, capitalized terms used herein
have the respective meanings assigned thereto 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 its
acceptance hereof assents and by which such Holder is bound. In the event that
there is any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), 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 all the Holders of the Class V Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator 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 Certificate
Administrator with wiring instructions no less than five 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. Notwithstanding the foregoing, the final distribution on
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.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Accounts (if established), the Companion Note
Custodial Account, and any other accounts established pursuant to the Agreement
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

                                     A-3-3

<PAGE>

expenses incurred, with respect to the Mortgage Loans and the payment of
interest on such advances and expenses.

                  This Certificate is issuable in fully registered form only
without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities or blue sky
laws of any state or other jurisdiction within the United States, its
territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If a transfer of this
Certificate is to be made without registration under the Securities Act, then
(except in limited circumstances specified in the Agreement) 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 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund, the Depositor, either Master Servicer, the Special Servicer, the
Trustee, any Fiscal Agent 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 Underwriters, the Certificate
Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special
Servicer, the Tax Administrator or the Certificate Registrar is obligated to
register or qualify the Class V Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of this Certificate or any interest herein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the
Trustee, the Certificate Administrator, the Tax Administrator, each Master
Servicer, the Special Servicer, the Fiscal Agent and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws or the provisions described
in the six preceding paragraphs.

                  No transfer of this Certificate or any interest herein shall
be made (A) to any retirement plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest

                                     A-3-4

<PAGE>

herein by the prospective Transferee would result in a violation of Section 406
or 407 of ERISA or Section 4975 of the Code or would result in the imposition of
an excise tax under Section 4975 of the Code. Except in limited circumstances,
the Certificate Registrar shall refuse to register the transfer of this
Certificate unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

                  If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No service charge will be imposed for any transfer or exchange
of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.

                  The Depositor, the Master Servicers, the Special Servicer, the
Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal Agent,
the Certificate Registrar and any agent of the Depositor, the Master Servicers,
the Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, the Fiscal Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust Fund and the obligations created by the Agreement shall
terminate upon payment (or provision for payment) to the Certificateholders of
all amounts held by or on behalf of the Trustee and required to be paid to them
pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Pooled
Mortgage

                                     A-3-5
<PAGE>

Loan or REO Property remaining in the Trust Fund; (ii) the purchase by one or
both Master Servicers, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund; and (iii) the exchange by the Sole
Certificateholder(s) of all the Certificates for all Pooled Mortgage Loans and
each REO Property remaining in the Trust Fund. The Agreement permits, but does
not require, either or both Master Servicers, the Special Servicer or any single
Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the parties thereto and the rights of the Certificateholders
under the Agreement at any time by the parties to the Agreement with the consent
of the Holders of Certificates entitled to not less than 66-2/3% of the Voting
Rights allocated to all of the Classes materially affected by the amendment and,
if adversely affected by the amendment, any third-party beneficiary. 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 any
REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
laws of the State of New York applicable to agreements negotiated, made and to
be performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

                                     A-3-6

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.

                                  WELLS FARGO BANK, N.A.
                                  not in its individual capacity but solely as
                                  Certificate Registrar


                     By:____________________________________
                            Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:

                                   WELLS FARGO BANK, N.A.
                                   not in its individual capacity but solely as
                                   Authenticating Agent


                     By:____________________________________
                            Authorized Representative



                                     A-3-7
<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
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
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: ____________________________________________________________
_______________________________________________________________________________

Dated:

                                    -------------------------------------
                                    Signature by or on behalf of Assignor


                                    -------------------------------------
                                    Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to for the account of ______________
______________________________________________________________________________.

                  Distributions made by check (such check to be made payable to
_____________________________)  and all applicable statements and notices should
be mailed to _________________________________.

                  This information is provided by _____________________________,
the Assignee named above, or __________________________________________________
as its agent.

                                     A-3-8

<PAGE>



                                    EXHIBIT B

                   LETTERS OF REPRESENTATIONS AMONG DEPOSITOR,
                CERTIFICATE ADMINISTRATOR AND INITIAL DEPOSITARY


















                                      B-1
<PAGE>


                                   [DTC LOGO]

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

          BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)--
             WITHOUT OWNER OPTION TO REDEEM/PASS-THROUGH SECURITIES/
                           AND ASSET-BACKED SECURITIES

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

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

           Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
                               [Name of Issuer] *

                     Wells Fargo Bank, National Association
                                 [Name of Agent]

                                                                October 19, 2004
                                                                     [Date]

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

     Re: Commercial Mortgage Pass-Through Certificates Class A-1, Class A-2,
         Class A-3, Class A-4, Class A-5, Class X-2, Class B, Class C and
         Class D Certificates
                        [Issue description (the "Securities")]

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the Securities. Agent shall act as trustee, paying agent, fiscal
agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated October 1, 2004 (the "Document").

Bear, Stearns & Co. Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and Wells Fargo Brokerage Services, LLC are
                         ["Underwriter/Placement Agent"]

*All Obligations hereunder of the Issuer will be performed by Bear Stearns
Commercial Mortgage Securities Inc. as Depositor or the Depositor will cause the
Issuer to perform such obligations.


<PAGE>

distributing the Securities through The Depository Trust Company ("DTC").

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:

     1. Prior to closing on the Securities on October 19, 2004 there shall be
deposited with DTC one or more Security certificates registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

          Unless this certificate is presented by an authorized representative
     of The Depository Trust Company, a New York corporation ("DTC"), to Issuer
     or its agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as
     the registered owner hereof, Cede & Co., has an interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

     [The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.

     On each day on which Agent is open for business and on which it receives an
instruction originated by a DTC participant ("Participant") through DTC's
Deposit/Withdrawal at Custodian ("DWAC") system to increase the Participant's
account by a specified number of Securities (a "Deposit Instruction"), Agent
shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel
the Deposit Instruction through the DWAC system.

     On each day on which Agent is open for business and on which it receives an
instruction originated by Participant through the DWAC system to decrease the
Participant's account by a specified number of Securities (a "Withdrawal
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Withdrawal Instruction through the DWAC system.


                                       -2-


<PAGE>

     Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

     2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

     3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC no fewer than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                              Supervisor, Proxy Unit
                              Reorganization Department
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

     4. In the event of a full or partial redemption, Issuer or Agent shall send
a notice to DTC specifying: (a) the amount of the redemption or refunding; (b)
in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:


                                       -3-


<PAGE>

                              Manager, Call Notification Department
                              The Depository Trust Company
                              711 Stewart Avenue
                              Garden City, NY 11530-4719

     5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                              Manager, Reorganization Department
                              Reorganization Window
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

     6. It is understood that if the Security holders shall at any time have the
right to tender the Securities to Issuer and require that Issuer repurchase such
holders' Securities pursuant to the Document and Cede & Co., as nominee of DTC,
or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

     Agent shall send DTC notice regarding such optional tender by hand or by a
secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender


                                       -4-


<PAGE>

period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                              Supervisor, Put Bond Unit
                              Reorganization Department
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

     7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

     8. Issuer or Agent shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized denomination
if less than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably five, but no fewer than two,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g., adjustments due to deferred interest or shortfall), and Agent contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 855-4555, and receipt of such notices shall be confirmed by
telephoning (212) 855-4550. Notices to DTC, pursuant to this Paragraph, by mail
or by any other means, shall be sent to:

                              Manager, Announcements
                              Dividend Department
                              The Depository Trust Company
                              55 Water Street 25th Floor
                              New York, NY 10041-0099

     9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING,
AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is record date to
record date.] See Rider 2

     10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.


                                       -5-


<PAGE>

     11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

     12. Issuer or Agent shall provide DTC's Dividend Department, no later than
12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

     13. Maturity and redemption payments allocated with respect to each CUSIP
number shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

     14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

     15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

     16. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.


                                       -6-


<PAGE>

     17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

     18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

     19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

     20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

     21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

     22. This Letter of Representations shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

     23. The sender of each notice delivered to DTC pursuant to this Letter of
Representations is responsible for confirming that such notice was properly
received by DTC.

     24. Issuer recognizes that DTC does not in any way undertake to, and shall
not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-
regulatory organizations (as defined under the Securities Exchange Act of 1934);
or (f) any other local, state, or federal laws or regulations thereunder.

     25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit


                                       -7-


<PAGE>

at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

     26. Issuer and Agent shall comply with the applicable requirements stated
in DTC's Operational Arrangements, as they may be amended from time to time.
DTC's Operational Arrangements are posted on DTC's website at "www.DTC.org."

     27. The following rider(s), attached hereto, are hereby incorporated into
this Letter of Representations:

Rider 1, Rider 2, Schedule A and Schedule B


                                       -8-


<PAGE>

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                     Very truly yours,
                                     Bear Stearns Commercial Mortgage Securities
                                     Trust 2004-PWR5

                                     By: Bear Stearns Commercial Mortgage
                                     Securities Inc., as Depositor
                                     -------------------------------------
                                                     [Issuer]


                                     By: /s/ Richard A. Ruffer Jr.
                                         ---------------------------------------
                                             [Authorized Officer's Signature]
                                                Richard A. Ruffer Jr.
                                                   Vice President


                                     Wells Fargo Bank, National Association
                                     ---------------------------------------
                                                    [Agent]


                                     By:
                                         ---------------------------------------
                                             [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

cc: Underwriter/Placement Agent
    Underwriter's/Placement Agent's Counsel


                                       -9-



<PAGE>

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                     Very truly yours,
                                     Bear Stearns Commercial Mortgage Securities
                                     Trust 2004-PWR5

                                     By: Bear Stearns Commercial Mortgage
                                     Securities Inc., as Depositor
                                     -------------------------------------
                                                     [Issuer]


                                     By:
                                         ---------------------------------------
                                             [Authorized Officer's Signature]


                                     Wells Fargo Bank, National Association
                                     ---------------------------------------
                                                      [Agent]


                                     By: /s/ Deborah Daniels
                                         ---------------------------------------
                                             [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY


By: /s/ Lary E. Thompson
    -------------------------------

Funds should be wired to:

The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company

[Select Appropriate Account]

Dividend Deposit Account # 066-026776
Redemption Deposit Account # 066-027306
Reorganization Deposit Account # 066-027608

cc: Underwriter/Placement Agent
    Underwriter's/Placement Agent's Counsel


                                       -9-


<PAGE>

<TABLE>
<CAPTION>
                                                                                   RIDERS
                                                                                   ------
<S>                                                                               <C>
1.   Bear, Stearns & Co. Inc, Merrill Lynch, Pierce, Fenner & Smith
     Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Brokerage
     Services, LLC are

2.   The interest accrual period for any distribution date will be the calendar
     month immediately preceeding the month in which such distribution date
     occurs.

</TABLE>


<PAGE>

                                                                      SCHEDULE A

                Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5
                                (Describe Issue)

                               CERTIFICATE                          INITIAL
                            PRINCIPAL AMOUNT                     PASS-THROUGH
  CLASS     CUSIP NUMBER   OR NOTIONAL AMOUNT     MATURITY(1)       RATE(2)
---------   ------------   ------------------   --------------   -------------
Class A-l    07383F P9 3     $  107,000,000        July 2009         3.762%
Class A-2    07383F Q2 7     $  156,000,000      November 2010       4.254%
Class A-3    07383F Q3 5     $  134,000,000      January 2012        4.565%
Class A-4    07383F Q4 3     $  100,000,000      January 2014        4.831%
Class A-5    07383F Q5 0     $  579,079,000     September 2014       4.978%
Class X-2    07383F Q6 8     $1,194,309,000      October 2012        1.108%
Class B      07383F Q7 6     $   29,291,000     September 2014       5.055%
Class C      07383F Q8 4     $    9,250,000      October 2014        5.087%
Class D      07383F Q9 2     $   20,042,000      October 2014        5.143%

(1)  The maturity date in the specified month will be the 1lth calendar day of
     such month or, if such 1lth calendar day is not a business day, then the
     next succeeding business day.

(2)  Approximate.


                                      10.1


<PAGE>

                                                                      SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                     DESCRIBING DTC BOOK-ENTRY-ONLY ISSUANCE
     (Prepared by DTC--bracketed material may apply only to certain issues)

     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $500 million, one certificate
will be issued with respect to each $500 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

     2. DTC, the world's largest depository, is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S. equity, corporate and
municipal debt issues, and money market instrument from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). DTC
has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

     4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by

<PAGE>

arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners, in the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of the
notices be provided directly to them.]

     [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC[nor its nominee], Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative
of DTC) is the responsibility of Issuer or Agent, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

     [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

     10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

     11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.





<PAGE>

                                   [DTC LOGO]

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

           BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)--
             WITHOUT OWNER OPTION TO REDEEM/PASS-THROUGH SECURITIES/
                           AND ASSET-BACKED SECURITIES

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

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

           Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
                               [Name of Issuer] *

                     Wells Fargo Bank, National Association
                                 [Name of Agent]

                                                                October 19, 2004
                                                                     [Date]

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

     Re: Commercial Mortgage Pass-Through Certificates Class X-1, Class E,
         Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
         N, Class P and Class Q Certificates
                         [Issue description (the "Securities")]

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the Securities. Agent shall act as trustee, paying agent, fiscal
agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated October 1, 2004 (the "Document").

Bear, Stearns & Co. Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and Wells Fargo Brokerage Services, LLC are
                         ["Underwriter/Placement Agent"]

*All Obligations hereunder of the Issuer will be performed by Bear Stearns
Commercial Mortgage Securities Inc. as Depositor or the Depositor will cause the
Issuer to perform such obligations.


<PAGE>

distributing the Securities through The Depository Trust Company ("DTC").

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:

     1. Prior to closing on the Securities on October 19, 2004 there shall be
deposited with DTC one or more Security certificates registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

          Unless this certificate is presented by an authorized representative
     of The Depository Trust Company, a New York corporation ("DTC"), to Issuer
     or its agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as
     the registered owner hereof, Cede & Co., has an interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

     [The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.

     On each day on which Agent is open for business and on which it receives an
instruction originated by a DTC participant ("Participant") through DTC's
Deposit/Withdrawal at Custodian ("DWAC") system to increase the Participant's
account by a specified number of Securities (a "Deposit Instruction"), Agent
shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel
the Deposit Instruction through the DWAC system.

     On each day on which Agent is open for business and on which it receives an
instruction originated by Participant through the DWAC system to decrease the
Participant's account by a specified number of Securities (a "Withdrawal
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Withdrawal Instruction through the DWAC system.


                                       -2-


<PAGE>

     Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

     2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

     3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC no fewer than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                              Supervisor, Proxy Unit
                              Reorganization Department
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

     4. In the event of a full or partial redemption, Issuer or Agent shall send
a notice to DTC specifying: (a) the amount of the redemption or refunding; (b)
in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:


                                       -3-


<PAGE>

                              Manager, Call Notification Department
                              The Depository Trust Company
                              711 Stewart Avenue
                              Garden City, NY 11530-4719

     5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                              Manager, Reorganization Department
                              Reorganization Window
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

     6. It is understood that if the Security holders shall at any time have the
right to tender the Securities to Issuer and require that Issuer repurchase such
holders' Securities pursuant to the Document and Cede & Co., as nominee of DTC,
or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

     Agent shall send DTC notice regarding such optional tender by hand or by a
secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender


                                       -4-


<PAGE>

period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                              Supervisor, Put Bond Unit
                              Reorganization Department
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

     7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

     8. Issuer or Agent shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized denomination
if less than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably five, but no fewer than two,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g., adjustments due to deferred interest or shortfall), and Agent contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 855-4555, and receipt of such notices shall be confirmed by
telephoning (212) 855-4550. Notices to DTC, pursuant to this Paragraph, by mail
or by any other means, shall be sent to:

                              Manager, Announcements
                              Dividend Department
                              The Depository Trust Company
                              55 Water Street 25th Floor
                              New York, NY 10041-0099

     9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING,
AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is record date to
record date.] See Rider 2

     10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.


                                       -5-


<PAGE>

     11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

     12. Issuer or Agent shall provide DTC's Dividend Department, no later than
12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

     13. Maturity and redemption payments allocated with respect to each CUSIP
number shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

     14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

     15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

     16. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.


                                       -6-


<PAGE>

     17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

     18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

     19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

     20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

     21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

     22. This Letter of Representations shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

     23. The sender of each notice delivered to DTC pursuant to this Letter of
Representations is responsible for confirming that such notice was properly
received by DTC.

     24. Issuer recognizes that DTC does not in any way undertake to, and shall
not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-
regulatory organizations (as defined under the Securities Exchange Act of 1934);
or (f) any other local, state, or federal laws or regulations thereunder.

     25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit


                                       -7-


<PAGE>

at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

     26. Issuer and Agent shall comply with the applicable requirements stated
in DTC's Operational Arrangements, as they may be amended from time to time.
DTC's Operational Arrangements are posted on DTC's website at "www.DTC.org."

     27. The following rider(s), attached hereto, are hereby incorporated into
this Letter of Representations:

Rider 1, Rider 2, Schedule A, Schedule B and Rule 144A Rider


                                       -8-


<PAGE>

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                        Very truly yours,
                                        Bear Stearns Commercial Mortgage
                                        Securities Trust 2004-PWR5

                                        By: Bear Stearns Commercial Mortgage
                                        Securities Inc., as Depositor
                                        -------------------------------------
                                                       [Issuer]


                                        By: /s/ Richard A. Ruffer Jr.
                                            ------------------------------------
                                              [Authorized Officer's Signature]
                                                    Richard A. Ruffer Jr.
                                                       Vice President


                                        Wells Fargo Bank, National Association
                                        ---------------------------------------
                                                         [Agent]


                                        By:
                                            ------------------------------------
                                              [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

cc: Underwriter/Placement Agent
    Underwriter's/Placement Agent's Counsel


                                       -9-




<PAGE>

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                        Very truly yours,
                                        Bear Stearns Commercial Mortgage
                                        Securities Trust 2004-PWR5

                                        By: Bear Stearns Commercial Mortgage
                                        Securities Inc., as Depositor
                                        -------------------------------------
                                                        [Issuer]


                                        By:
                                            ------------------------------------
                                              [Authorized Officer's Signature]


                                        Wells Fargo Bank, National Association
                                        ---------------------------------------
                                                         [Agent]


                                        By: /s/ Deborah Daniels
                                            ------------------------------------
                                              [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY


By: /s/ Lary E. Thompson
    -------------------------------

Funds should be wired to:

The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company

[Select Appropriate Account]

Dividend Deposit Account # 066-026776
Redemption Deposit Account # 066-027306
Reorganization Deposit Account # 066-027608

cc: Underwriter/Placement Agent
    Underwriter's/Placement Agent's Counsel


                                       -9-


<PAGE>

<TABLE>
<CAPTION>
                                                                                   RIDERS
                                                                                   ------
<S>                                                                               <C>

1.   Bear, Stearns & Co. Inc, Merrill Lynch, Pierce, Fenner & Smith
     Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Brokerage
     Services, LLC are

2.   The interest accrual period for any distribution date will be the calendar
     month immediately preceeding the month in which such distribution date
     occurs.
</TABLE>


<PAGE>

                                                                      SCHEDULE A

                Bear Stearns Commercial Mortgage Securities Inc.
        Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5
                                (Describe Issue)

<TABLE>
<CAPTION>
                                        CERTIFICATE                           INITIAL
                                     PRINCIPAL AMOUNT                      PASS-THROUGH
       CLASS         CUSIP NUMBER   OR NOTIONAL AMOUNT      MATURITY(1)       RATE(2)
------------------   ------------   ------------------    --------------   ------------
<S>                   <C>           <C>                   <C>                 <C>
Class X-l(3) No. 1    07383F R2 6   $1,233,328,641(4)(5)   August 2024        0.076%
Class X-l(6) No. 2    U0743B PL 2   $            0(4)(5)   August 2024        0.076%
Class E(3) No. 1      07383F R3 4   $   13,875,000(5)      October 2014       5.222%
Class E(6) No. 2      U0743B PM 0   $            0(5)      October 2014       5.222%
Class F(3) No. 1      07383F R4 2   $   15,416,000(5)     September 2016      5.483%
Class F(6) No. 2      U0743B PN 8   $            0(5)     September 2016      5.483%
Class G(3) No. 1      07383F R5 9   $    9,250,000(5)       April 2018        5.822%
Class G(6) No. 2      U0743B PP 3   $            0(5)       April 2018        5.822%
Class H(3) No. 1      07383F R6 7   $   18,500,000(5)       April 2019        5.899%
Class H(6) No. 2      U0743B PQ 1   $            0(5)       April 2019        5.899%
Class J(3) No. 1      07383F R7 5   $    4,625,000(5)       April 2019        4.693%
Class J(6) No. 2      U0743B PR 9   $            0(5)       April 2019        4.693%
Class K(3) No. 1      07383F R8 3   $    4,625,000(5)       April 2019        4.693%
Class K(6) No. 2      U0743B PS 7   $            0(5)       April 2019        4.693%
Class L(3) No. 1      07383F R9 1   $    6,167,000(5)       April 2019        4.693%
Class L(6) No. 2      U0743B PT 5   $            0(5)       April 2019        4.693%
Class M(3) No. 1      07383F S2 5   $    4,625,000(5)       April 2019        4.693%
Class M(6) No. 2      U0743B PU 2   $            0(5)       April 2019        4.693%
Class N(3) No. 1      07383F S3 3   $    4,625,000(5)       April 2019        4.693%
Class N(6) No. 2      U0743B PV 0   $            0(5)       April 2019        4.693%
Class P(3) No. 1      07383F S4 1   $    3,083,000(5)       April 2019        4.693%
Class P(6) No. 2      U0743B PW 8   $            0(5)       April 2019        4.693%
Class Q(3) No. 1      07383F S5 8   $   13,875,641(5)      August 2024        4.693%
Class Q(6) No. 2      U0743B PX 6   $            0(5)      August 2024        4.693%
</TABLE>

----------
(1)  The maturity date in the specified month will be the 1lth calendar day of
     such month or, if such l1th calendar day is not a business day, then the
     next succeeding business day.

(2)  Approximate.

(3)  Rule 144A Securities.

(4)  Notional Amount.

(5)  The combined principal amount or notional amount, as applicable, of the
     Rule 144A global notes and the Regulation S global notes will not exceed
     $1,233,328,641 for the Class X-l Certificates, $13,875,000 for the Class E
     Certificates, $15,416,000 for the Class F Certificates, $9,250,000 for the
     Class G Certificates, $18,500,000 for the Class H Certificates, $4,625,000
     for the Class J Certificates, $4,625,000 for the Class K Certificates,
     $6,167,000 for the Class L Certificates, $4,625,000 for the Class M
     Certificates, $4,625,000 for the Class N Certificates, $3,083,000 for the
     Class P Certificates and $13,875,641 for the Class Q Certificates.

(6)  Regulation S Securities.


<PAGE>

                                                                      SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                     DESCRIBING DTC BOOK-ENTRY-ONLY ISSUANCE
     (Prepared by DTC--bracketed material may apply only to certain issues)

     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $500 million, one certificate
will be issued with respect to each $500 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

     2. DTC, the world's largest depository, is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S. equity, corporate and
municipal debt issues, and money market instrument from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). DTC
has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

     4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by

<PAGE>

arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners, in the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of the
notices be provided directly to them.]

     [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC [nor its nominee], Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative
of DTC) is the responsibility of Issuer or Agent, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

     [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

     10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

     11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.

<PAGE>

                                   [DTC LOGO]

                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

          Class X-1, Class E, Class F, Class G and Class H Certificates

     1. Issuer represents that at the time of initial registration in the name
of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

     2. Issuer represents that the Securities are: [NOTE: ISSUER MUST REPRESENT
ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[an issue of nonconvertible debt securities or nonconvertible preferred stock
which is rated in one of the top four categories by a nationally recognized
statistical rating organization ("Investment Grade Securities").]

     3. If the Securities are not Investment-Grade Securities, Issuer and Agent
acknowledge that if such Securities cease to be included in an SRO Rule 144A
System during any period in which such Securities are Legally or Contractually
Restricted Securities, such Securities shall no longer be eligible for DTC's
services. Furthermore, DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under any of the aforementioned circumstances, at
DTC's request, Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

     4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities.

----------
     (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."


<PAGE>

Without limiting the generality of the preceding sentence, Issuer and Agent
acknowledge that DTC shall treat any Participant having Securities credited to
its DTC accounts as entitled to receive distributions (and voting rights, if
any) in respect of the Securities, and to receive from DTC certificates
evidencing Securities. Issuer and Agent recognize that DTC does not in any way
undertake to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.


                                       -2-


<PAGE>

                                   [DTC LOGO]

                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

  Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates

     1. Issuer represents that at the time of initial registration in the name
of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

     2. Issuer represents that the Securities are: [NOTE: ISSUER MUST REPRESENT
ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[included within Portal, a Self-Regulatory Organization System approved by the
Securities and Exchange Commission for the reporting of quotation and trade
information of securities eligible for transfer pursuant to Rule 144A) an "SRO
Rule 144A System").]

     3. If the Securities are not Investment-Grade Securities, Issuer and Agent
acknowledge that if such Securities cease to be included in an SRO Rule 144A
System during any period in which such Securities are Legally or Contractually
Restricted Securities, such Securities shall no longer be eligible for DTC's
services. Furthermore, DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under any of the aforementioned circumstances, at
DTC's request, Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

     4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities.

----------
     (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."


<PAGE>

Without limiting the generality of the preceding sentence, Issuer and Agent
acknowledge that DTC shall treat any Participant having Securities credited to
its DTC accounts as entitled to receive distributions (and voting rights, if
any) in respect of the Securities, and to receive from DTC certificates
evidencing Securities. Issuer and Agent recognize that DTC does not in any way
undertake to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144 A; (b) of other exemptions from registration under the Securities
Act or any other state or federal securities laws; or (c) of the offering
documents.


                                       -2-









<PAGE>


                                   EXHIBIT C-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE




                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
  Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR5

                  Re:    Bear Stearns Commercial Mortgage Securities Inc.,
                         Commercial Mortgage Pass-Through Certificates,
                         Series 2004-PWR5
                         -------------------------------------------------

                  In connection with the administration of the Mortgage Files
held by or on behalf of you as trustee under a certain Pooling and Servicing
Agreement, dated as of October 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc. as depositor, Prudential
Asset Resources, Inc. as a master servicer (in such capacity, a "Master
Servicer"), Wells Fargo Bank, National Association, as a master servicer (in
such capacity, a "Master Servicer"), as certificate administrator and as tax
administrator, Midland Loan Services, Inc. as special servicer, ABN AMRO Bank
N.V., as fiscal agent, and you as trustee (in such capacity, the "Trustee"), the
undersigned as Master Servicer with respect to the following described Mortgage
Loan hereby requests a release of the Mortgage File (or the portion thereof
specified below) held by or on behalf of you as Trustee with respect to such
Mortgage Loan for the reason indicated below.

Property Name:
Address:
Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______                     1. Mortgage Loan paid in full. The undersigned hereby
                           certifies that all amounts received in connection
                           with the Mortgage Loan that are required to be
                           credited to the Collection Account pursuant to the
                           Pooling and Servicing Agreement, have been or will be
                           so credited.

______   2.                Other.  (Describe) __________________________________
                           _____________________________________________________

                                     C-1-1

<PAGE>

                  The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten 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.

                                                     [                         ]
                                                     as a Master Servicer


                                                     By________________________
                                                     Name:
                                                     Title:


                                     C-1-2

<PAGE>

                                   EXHIBIT C-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE




                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
  Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR5

                  Re:    Bear Stearns Commercial Mortgage Securities Inc.,
                         Commercial Mortgage Pass-Through Certificates,
                         Series 2004-PWR5
                         --------------------------------------------------

                  In connection with the administration of the Mortgage Files
held by or on behalf of you as trustee under a certain Pooling and Servicing
Agreement, dated as of October 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc. as depositor, Prudential
Asset Resources, Inc. as a master servicer, Wells Fargo Bank, National
Association as a master servicer, as certificate administrator and as tax
administrator, Midland Loan Services, Inc. as special servicer (in such
capacity, the "Special Servicer"), ABN AMRO Bank N.V. as fiscal agent, and you
as trustee (in such capacity, the "Trustee"), the undersigned as Special
Servicer with respect to the following described Mortgage Loan hereby requests a
release of the Mortgage File (or the portion thereof specified below) held by or
on behalf of you as Trustee with respect to such Mortgage Loan for the reason
indicated below.

Property Name:
Address:
Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage 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 days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
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, or unless the



                                     C-2-1


<PAGE>


Mortgage Loan has been paid in full or otherwise liquidated, 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.

                           MIDLAND LOAN SERVICES, INC.
                           as Special Servicer


                      By: ________________________________
                         Name:
                         Title:


                                     C-2-2

<PAGE>



                                    EXHIBIT D

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT




                                      D-1



<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------
                                            DISTRIBUTION DATE STATEMENT

                                                 TABLE OF CONTENTS

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

                      STATEMENT SECTIONS                                              PAGE(S)
                      ------------------                                              -------

                      Certificate Distribution Detail                                    2
                      Certificate Factor Detail                                          3
                      Reconciliation Detail                                              4
                      Other Required Information                                         5
                      Cash Reconciliation Detail                                         6
                      Ratings Detail                                                     7
                      Current Mortgage Loan and Property Stratification Tables         8 - 10
                      Mortgage Loan Detail                                              11
                      Principal Prepayment Detail                                       12
                      Historical Detail                                                 13
                      Delinquency Loan Detail                                           14
                      Specially Serviced Loan Detail                                  15 - 16
                      Modified Loan Detail                                              17
                      Liquidated Loan Detail                                            18
                      Defeased Loan Detail                                              19
                      =======================================================================

                   DEPOSITOR                                  MASTER SERVICER                           MASTER SERVICER
==============================================  =========================================  =========================================
Bear Stearns Commercial Mortgage                Well Fargo Bank, N.A.                      Prudentiall Asset Resources, Inc.
Securities Inc.                                 45 Fremont Street, 2nd Floor               2200 Ross Avenue, Suite 4900E
383 Madison Avenue                              investorreporting@wellsfargo.com           Dallas, TX 75201
New York, NY 10179                              San Francisco, CA 94105

Contact:      General Information Number        Contact:      Matilde Sanchez              Contact:      Hal Collett
Phone Number: (212) 272-2000                    Phone Number: (415) 222-2364               Phone Number: (214) 721-6032
==============================================  =========================================  =========================================

              SPECIAL SERVICER
 =========================================
 Midland Loan Services, Inc.
 10851 Mastin Street, Bldg. 82
 Suite 700
 Overland Park, KS 66210


 Contact:      Brad Hauger
 Phone Number: (913) 253-9000
 =========================================


This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                    Page 1 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.      For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------
                                          CERTIFICATE DISTRIBUTION DETAIL

====================================================================================================================================
Class     CUSIP     Pass-Through    Original    Beginning     Principal       Interest    Prepayment   Realized Loss/
                       Rate          Balance     Balance    Distribution    Distribution   Premium    Additional Trust     Total
                                                                                                       Fund Expenses    Distribution
====================================================================================================================================
  A-1                0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
  A-2                0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
  A-3                0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   B                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   C                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   D                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   E                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   F                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   G                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   H                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   J                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   K                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   L                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   M                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   N                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   P                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   Q                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   R                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
   V                 0.000000%        0.00          0.00           0.00          0.00         0.00           0.00           0.00
====================================================================================================================================
Totals                                0.00          0.00           0.00          0.00         0.00           0.00           0.00
====================================================================================================================================

====================================
Class        Ending     Current
             Balance  Subordination
                        Level (1)
====================================
  A-1          0.00        0.00
  A-2          0.00        0.00
  A-3          0.00        0.00
   B           0.00        0.00
   C           0.00        0.00
   D           0.00        0.00
   E           0.00        0.00
   F           0.00        0.00
   G           0.00        0.00
   H           0.00        0.00
   J           0.00        0.00
   K           0.00        0.00
   L           0.00        0.00
   M           0.00        0.00
   N           0.00        0.00
   P           0.00        0.00
   Q           0.00        0.00
   R           0.00        0.00
   V           0.00        0.00
====================================
Totals         0.00        0.00
====================================

============================================================================================================================
Class      Cusip       Pass-Through      Original      Beginning        Interest       Prepayment     Total          Ending
                          Rate           Notional      Notional       Distribution       Premium    Distribution    Notional
                                          Amount        Amount                                                       Amount
============================================================================================================================
X                       0.000000           0.00           0.00            0.00            0.00        0.00           0.00
============================================================================================================================
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance
of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class
and deviding the result by (A).

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                    Page 2 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES CORP.    For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                    CERTIFICATE FACTOR DETAIL

   =============================================================================================================================
      Class\         CUSIP         Beginning      Principal         Interest        Prepayment     Realized Loss/       Ending
     Component                      Balance      Distribution     Distribution       Premium      Additional Trust      Balance
                                                                                                    Fund Expenses
   =============================================================================================================================
      A-1                        0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
      A-2                        0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
      A-3                        0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       B                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       C                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       D                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       E                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       F                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       G                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       H                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       J                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       K                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       L                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       M                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       N                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       P                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       Q                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       R                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
       V                         0.00000000       0.00000000       0.00000000       0.00000000       0.00000000       0.00000000
   =============================================================================================================================

   ===========================================================================================
     Class         CUSIP         Beginning         Interest        Prepayment         Ending
                                  Notional       Distribution       Premium          Notional
                                   Amount                                             Amount
   ===========================================================================================
      X                          0.00000000       0.00000000       0.00000000       0.00000000
   ===========================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 3 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                      (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                      RECONCILIATION DETAIL

               ADVANCE SUMMARY                                            MASTER SERVICING FEE SUMMARY

P & I Advances Outstanding                      0.00      Current Period Accrued Master Servicing Fees                       0.00
Servicing Advances Outstanding                  0.00      Less Master Servicing Fees on Delinquent Payments                  0.00
                                                          Less Reductions to Master Servicing Fees                           0.00
Reimbursements for Interest on P&I              0.00      Plus Master Servicing Fees on Delinquent Payments Received         0.00
Advances paid from general collections                    Plus Adjustments for Prior Master Servicing Calculation            0.00
                                                          Total Master Servicing Fees Collected                              0.00
Reimbursements for Interest on Servicing        0.00
Advances paid from general collections

 CERTIFICATE INTEREST RECONCILIATION

====================================================================================================================================
 Class     Accrued         Net Aggregate      Distributable     Distributable       Additional      Interest     Remaining Unpaid
         Certificate         Prepayment        Certificate   Certificate Interest   Trust Fund    Distribution     Distributable
           Interest      Interest Shortfall      Interest         Adjustment         Expenses                   Certificate Interest
====================================================================================================================================
  A-1       0.00                0.00               0.00              0.00               0.00          0.00              0.00
  A-2       0.00                0.00               0.00              0.00               0.00          0.00              0.00
  A-3       0.00                0.00               0.00              0.00               0.00          0.00              0.00
   X        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   B        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   C        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   D        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   E        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   F        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   G        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   H        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   J        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   K        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   L        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   M        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   N        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   P        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   Q        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   R        0.00                0.00               0.00              0.00               0.00          0.00              0.00
   V        0.00                0.00               0.00              0.00               0.00          0.00              0.00
====================================================================================================================================
  Totals    0.00                0.00               0.00              0.00               0.00          0.00              0.00
====================================================================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                      Page 4 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES CORP.      For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                     OTHER REQUIRED INFORMATION

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

Available Distribution Amount                  0.00               Appraisal Reduction Amount

                                                                  =================================================================
Aggregate Number of Outstanding Loans             0                                   Appraisal      Cumulative        Most Recent
                                                                       Loan           Reduction         ASER            App. Red.
Aggregate Unpaid Principal Balance of Loans    0.00                   Number           Effected        Amount              Date
                                                                  =================================================================
Aggregate Stated Principal Balance of Loans    0.00

Aggregate Excess Liquidation Proceeds Balance  0.00

Aggregate Amount of Servicing Fee              0.00

Aggregate Amount of Special Servicing Fee      0.00

Aggregate Amount of Trustee Fee                0.00

Aggregate Certificate Administrator Fee        0.00

Aggregate Trust Fund Expenses                  0.00










                                                                  =================================================================
                                                                  Total
                                                                  =================================================================


------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                      Page 5 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                     CASH RECONCILIATION DETAIL

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

TOTAL FUNDS COLLECTED
 INTEREST:
     Interest paid or advanced                                                              0.00
     Interest reductions due to Non-Recoverability Determinations                           0.00
     Interest Adjustments                                                                   0.00
     Deferred Interest                                                                      0.00
     Net Prepayment Interest Shortfall                                                      0.00
     Net Prepayment Interest Excess                                                         0.00
     Extension Interest                                                                     0.00
     Interest Reserve Withdrawal                                                            0.00
                                                                                                 -------
          TOTAL INTEREST COLLECTED                                                                  0.00

 PRINCIPAL:
     Scheduled Principal                                                                    0.00
     Unscheduled Principal                                                                  0.00
          Principal Prepayments                                                             0.00
          Collection of Principal after Maturity Date                                       0.00
          Recoveries from Liquidation and Insurance Proceeds                                0.00
          Excess of Prior Principal Amounts paid                                            0.00
          Curtailments                                                                      0.00
     Negative Amortization                                                                  0.00
     Principal Adjustments                                                                  0.00
                                                                                                 -------
          TOTAL PRINCIPAL COLLECTED                                                                 0.00
 OTHER:
     Prepayment Penalties/Yield Maintenance                                                 0.00
     Repayment Fees                                                                         0.00
     Borrower Option Extension Fees                                                         0.00
     Equity Payments Received                                                               0.00
     Net Swap Counterparty Payments Received                                                0.00
                                                                                                 -------
          TOTAL OTHER COLLECTED                                                                     0.00
                                                                                                 -------
TOTAL FUNDS COLLECTED                                                                               0.00
                                                                                                 =======

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

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

TOTAL FUNDS DISTRIBUTED
   FEES:
      Master Servicing Fee                                                                  0.00
      Trustee Fee                                                                           0.00
      Certificate Administration Fee                                                        0.00
      Insurer Fee                                                                           0.00
      Miscellaneous Fee                                                                     0.00
                                                                                                 -------
            TOTAL FEES                                                                              0.00

  ADDITIONAL TRUST FUND EXPENSES:
      Reimbursement for Interest on Advances                                                0.00
      ASER Amount                                                                           0.00
      Special Servicing Fee                                                                 0.00
      Rating Agency Expenses                                                                0.00
      Attorney Fees & Expenses                                                              0.00
      Bankruptcy Expense                                                                    0.00
      Taxes Imposed on Trust Fund                                                           0.00
      Non-Recoverable Advances                                                              0.00
      Other Expenses                                                                        0.00

                                                                                                 -------
            TOTAL ADDITIONAL TRUST FUND EXPENSES                                                    0.00

      Interest Reserve Deposit                                                              0.00

  PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:
     Interest Distribution                                                                  0.00
     Principal Distribution                                                                 0.00
     Prepayment Penalties/Yield Maintenance                                                 0.00
     Borrower Option Extension Fees                                                         0.00
     Equity Payments Paid                                                                   0.00
     Net Swap Counterparty Payments Paid                                                    0.00
                                                                                                 -------
            TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS                                           0.00
                                                                                                 -------
TOTAL FUNDS DISTRIBUTED                                                                             0.00
                                                                                                 =======

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                      Page 6 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                           RATINGS DETAIL

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

            ============================================================================================================
                                                         Original Ratings                  Current Ratings (1)
                   Class             CUSIP      ------------------------------------------------------------------------
                                                        Fitch Moody's S & P                Fitch Moody's S & P
            ============================================================================================================
                    A-1
                    A-2
                    A-3
                     X
                     B
                     C
                     D
                     E
                     F
                     G
                     H
                     J
                     K
                     L
                     M
                     N
                     P
                     Q
                     R
                     V
            ============================================================================================================
              NR - Designates that the class was not rated by the above agency at the time of original issuance.
               X - Designates that the above rating agency did not rate any classes in this transaction at the time of original
                   issuance.
             N/A - Data not available this period.

         1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made
         subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained
         directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed
         since they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the
         rating agencies.

                 Fitch, Inc.                            Moody's Investors Service              Standard & Poor's Rating Services
                 One State Street Plaza                 99 Church Street                       55 Water Street
                 New York, New York 10004               New York, New York 10007               New York, New York 10041
                 (212) 908-0500                         (212) 553-0300                         (212) 438-2430

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                      Page 7 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                      SCHEDULED BALANCE                                                         STATE (3)
================================================================  ==================================================================
                                   %of                                                              % of
 Scheduled    # of   Scheduled     Agg.  WAM         Weighted                   # of    Scheduled    Agg    WAM          Weighted
  Balance    loans    Balance      Bal.  (2)  WAC   Avg DSCR (1)     State     Props.    Balance     Bal.   (2)  WAC    Avg DSCR (1)
================================================================  ==================================================================



































================================================================  ==================================================================
  Totals                                                             Totals
================================================================  ==================================================================

  See footnotes on last page of this section.

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                      Page 8 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                      CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES


          DEBT SERVICE COVERAGE RATIO                                                       PROPERTY TYPE (3)
================================================================  ================================================================
                                 % of                                                               % of
 Debt Service    # of  Scheduled  Agg.   WAM          Weighted                    # of   Scheduled   Agg.  WAM        Weighted
Coverage Ratio  loans   Balance   Bal.   (2)  WAC  Avg DSCR (1)   Property Type  Props.   Balance    Bal.  (2)   WAC  Avg DSCR (1)
================================================================  ================================================================













================================================================  ================================================================
    Totals                                                           Totals
================================================================  ================================================================

                            NOTE RATE                                                         SEASONING
================================================================  ================================================================
                                % of                                                               % of
    Note       # of  Scheduled   Agg.  WAM            Weighted                   # of  Scheduled   Agg   WAM            Weighted
    Rate      loans   Balance    Bal.   (2)  WAC    Avg DSCR (1)    Seasoning   loans   Balance    Bal.   (2)  WAC    Avg DSCR (1)
================================================================  ================================================================













================================================================  ================================================================
   Totals                                                            Totals
================================================================  ================================================================

See footnotes on last page of this section.

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                      Page 9 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

         ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)                  REMAINING STATED TERM (FULLY AMORTIZING LOANS)
================================================================   ================================================================
 Anticipated                     % of                                 Remaining                    % of
  Remaining     # of  Scheduled   Agg.   WAM         Weighted          Stated      # of  Scheduled   Agg.   WAM         Weighted
   Term (2)    loans   Balance    Bal.   (2)  WAC  Avg DSCR (1)         Term      loans   Balance    Bal.   (2)  WAC  Avg DSCR (1)
================================================================   ================================================================











================================================================   ================================================================
   Totals                                                              Totals
================================================================   ================================================================

     REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)                                 AGE OF MOST RECENT NOI
================================================================   ================================================================
   Remaining                    % of                                                               % of
Amortization   # of  Scheduled   Agg.   WAM         Weighted         Age of Most. # of  Scheduled   Agg.   WAM         Weighted
    Term      loans   Balance    Bal.   (2)  WAC  Avg DSCR (1)       Recent NOI  loans   Balance    Bal.   (2)  WAC  Avg DSCR (1)
================================================================   ================================================================











================================================================   ================================================================
   Totals                                                              Totals
================================================================   ================================================================

(1)   Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
      all cases the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
      information from the offering document is used. The Paying Agent makes no representations as to the accuracy of the data
      provided for this calculation.

(2)   Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
      Anticipated Repayment Date, if applicable, and the maturity date.

(3)   Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
      Date balance of each property as disclosed in the offering document.

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 10 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                        MORTGAGE LOAN DETAIL
====================================================================================================================================
                                                                                                               Anticipated
 Loan                    Property                                   Interest       Principal       Gross        Repayment   Maturity
Number         ODCR      Type (1)          City          State       Payment        Payment        Coupon          Date        Date
====================================================================================================================================
























====================================================================================================================================
Totals
====================================================================================================================================

====================================================================================================================================
                  Neg.          Beginning          Ending          Paid        Appraisal      Appraisal         Res.          Mod.
 Loan            Amort          Scheduled         Scheduled        Thru        Reduction      Reduction         Strat.        Code
Number           (Y/N)           Balance           Balance         Date          Date           Amount           (2)           (3)
====================================================================================================================================




















====================================================================================================================================
Totals
====================================================================================================================================

      (1) Property Type Code                                 (2) Resolution Strategy Code
      ----------------------                                 ----------------------------

MF - Multi-Family       OF - Office        1 - Modification   6 - DPO                10 - Deed In Lieu Of
RT - Retail             MU - Mixed Use     2 - Foreclosure    7 - REO                     Foreclosure
HC - Health Care        LO - Lodging       3 - Bankruptcy     8 - Resolved           11 - Full Payoff
IN - Industrial         SS - Self Storage  4 - Extension      9 - Pending Return     12 - Reps and Warranties
WH - Warehouse          OT - Other         5 - Note Sale          to Master Servicer 13 - Other or TBD
MH - Mobile Home Park

(3) Modification Code
---------------------

 1 - Maturity Date Extension
 2 - Authorization Change
 3 - Principal Write-Off
 4 - Combination

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 11 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                     PRINCIPAL PREPAYMENT DETAIL

====================================================================================================================================
                   Offering Document        Principal Prepayment Amount                        Prepayment Penalties
Loan Number         Cross-Reference    ------------------------------------    ----------------------------------------------------
                                       Payoff Amount     Curtailment Amount     Prepayment Premium      Yield Maintenance Charge
====================================================================================================================================































====================================================================================================================================
     Totals
====================================================================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 12 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                         HISTORICAL DETAIL

===========================================================================================================
                                                  Delinquencies
-----------------------------------------------------------------------------------------------------------
                   30-59               60-89        90 Days
Distribution       Days                Days         or More    Foreclosure        REO         Modifications
    Date        #  Balance          #  Balance     #  Balance   #  Balance     #  Balance      #  Balance
===========================================================================================================





















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

====================================================================================
                           Prepayments                         Rate and
                                                               Maturities
------------------------------------------------------------------------------------
Distribution       Curtailments        Payoff        Next Weighted Avg.
    Date            #  Balance        #  Balance       Coupon   Remit         WAM
====================================================================================





















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

Note: Foreclosure and REO Totals are excluded from the delinquencies aging categories.

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 13 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                       DELINQUENCY LOAN DETAIL

================================================================================================================================
                 Offering            # of     Paid        Current      Outstanding      Status of      Resolution    Servicing
Loan Number      Document          Months    Through       P & I         P & I           Mortgage      Strategy       Transfer
              Cross-Reference      Delinq.     Date       Advances      Advances         Loan (1)        Code (2)       Date
================================================================================================================================




















================================================================================================================================
  Totals
================================================================================================================================

==============================================================================
                   Foreclosure   Actual      Outstanding
Loan Number           Date        Loan        Servicing    Bankruptcy     REO
                                 Balance       Advances      Date         Date
==============================================================================





















==============================================================================
  Totals
==============================================================================

                      (1) Status of Mortgage Loan                                      (2) Resolution Strategy Code
                      ---------------------------                                      ----------------------------

A - Payments Not Received       2 - Two Months Delinquent            1 - Modification   6 - DPO                 10 - Deed In Lieu Of
    But Still in Grace Period   3 - Three or More Months Delinquent  2 - Foreclosure    7 - REO                      Foreclosure
B - Late Payment But Less       4 - Assumed Scheduled Payment        3 - Bankruptcy     8 - Resolved            11 - Full Payoff
    Than 1 Month Delinquent         (Performing Matured Loan)        4 - Extension      9 - Pending Return      12 - Reps and
0 - Current                     7 - Foreclosure                      5 - Note Sale          to Master Servicer       Warranties
1 - One Month Delinquent        9 - REO                                                                         13 - Other or TBD

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 14 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                               SPECIALLY SERVICED LOAN DETAIL - PART 1

====================================================================================================================================
                                   Offering       Servicing    Resolution
Distribution       Loan            Document        Transfer    Strategy       Scheduled      Property                   Interest
    Date          Number        Cross-Reference      Date        Code (1)      Balance        Type (2)        State       Rate
====================================================================================================================================




















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

===============================================================================================================================
                                                      Net                                                           Remaining
 Distribution        Loan            Actual        Operating         NOI                   Note      Maturity      Amortizaton
     Date           Number           Balance         Income          Date        DSCR      Date        Date           Term
===============================================================================================================================




















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

                    (1) Resolution Strategy Code                                                 (2) Property Type Code
                    ----------------------------                                                 ----------------------

1 - Modification     6 - DPO                   10 - Deed In Lieu Of                  MF - Multi-Family           OF - Office
2 - Foreclosure      7 - REO                        Foreclosure                      RT - Retail                 MU - Mixed use
3 - Bankruptcy       8 - Resolved              11 - Full Payoff                      HC - Health Care            LO - Lodging
4 - Extension        9 - Pending Return        12 - Reps and Warranties              IN - Industrial             SS - Self Storage
5 - Note Sale            to Master Servicer    13 - Other or TBD                     WH - Warehouse              OT - Other
                                                                                     MH - Mobile Home Park
------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 15 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                               SPECIALLY SERVICED LOAN DETAIL - PART 2

====================================================================================================================================
                              Offering      Resolution     Site
Distribution      Loan       Document       Strategy    Inspection    Phase 1   Appraisal   Appraisal      Other REO
    Date         Number   Cross-Reference   Code (1)      Date         Date        Date       Value     Property Revenue    Comment
====================================================================================================================================































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

                                                    (1) Resolution Strategy Code
                                                    ----------------------------

                           1  -  Modification         6 - DPO                    10 - Deed In Lieu Of
                           2  -  Foreclosure          7 - REO                         Foreclosure
                           3  -  Bankruptcy           8 - Resolved               11 - Full Payoff
                           4  -  Extension            9 - Pending Return         12 - Reps and Warranties
                           5  -  Note Sale                to Master Servicer     13 - Other or TBD

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 16 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                       (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                        MODIFIED LOAN DETAIL

====================================================================================================================================
                Offering
   Loan         Document           Pre-Modification
  Number     Cross-Reference           Balance           Modification Date                Modification Description
====================================================================================================================================


























====================================================================================================================================
     Totals
====================================================================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Copyright , Wells Fargo Bank, N.A.                                                                                     Page 17 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                      (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                       LIQUIDATED LOAN DETAIL

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

             Final
            Recovery        Offering                                                              Gross Proceeds
 Loan     Determination     Document         Appraisal   Appraisal       Actual         Gross      as a % of
Number        Date       Cross-Reference        Date       Value         Balance       Proceeds   Actual Balance
============================================================================================================================
























============================================================================================================================
  Current Total
============================================================================================================================
Cummulative Total
============================================================================================================================

==============================================================================
                                           Net
                                         Proceeds
           Aggregate         Net        as a % of                Repurchased
 Loan     Liquidation    Liquidation      Actual     Realized     by Seller
Number      Expenses*      Proceeds       Balance       Loss        (Y/N)
==============================================================================


















==============================================================================
  Current Total
==============================================================================
Cummulative Total
==============================================================================

* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.)

------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 18 of 19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                                                     <C>
[WELLS FARGO LOGO OMITTED]                                                            ---------------------------------------------
                                  BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.       For Additional Information please contact
WELLS FARGO BANK, N.A.             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 CTSLink Customer Service
CORPORATE TRUST SERVICES                        SERIES 2004-PWR5                                      (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                  Reports Available on the World Wide Web
COLUMBIA, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                      ---------------------------------------------
                                                                                                PAYMENT DATE:  11/12/2004
                                                                                                RECORD DATE:   10/29/2004
------------------------------------------------------------------------------------------------------------------------------------

                                                       DEFEASED LOAN DETAIL

    ============================================================================================================================
                        Offering Document         Ending Scheduled
    Loan  Number        Cross-Reference                Balance            Maturity Date       Note Rate       Defeasance Status
    ============================================================================================================================














    ============================================================================================================================
    Totals
    ============================================================================================================================




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

                 (1) Property Type Code
                 ----------------------

MF - Multi-Family               OF - Office
RT - Retail                     MU - Mixed Use
HC - Health Care                LO - Lodging
IN - Industrial                 SS - Self Storage
WH - Warehouse                  OT - Other
MH - Mobile Home Park           DL   Defeasance Loan



                       (2) Resolution Strategy Code
                       -----------------------------

1 - Modification      6 - DPO                       10 - Deed in Lieu Of
2 - Foreclosure       7 - REO                            Foreclosure
3 - Bankruptcy        8 - Resolved                  11 - Full Payoff
4 - Extension         9 - Pending Return            12 - Reps and Warranties
5 - Note Sale             to Master Servicer        13 - Other or TBD



         (3) DefeasanceCode
         ------------------

P - Partial Defeasance
F - Full Defeasance
N - No Defeasance Occured
X - Defeasance not Allowable

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









------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                      Page 19 of 19
</TABLE>

<PAGE>


                                   EXHIBIT E-1


       FORM OF MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS                                              Example
LOAN BY LOAN
APPLICABLE TO WORKOUT DELAYED REIMBURSEMENT AMOUNTS AND NONRECOVERABLE ADVANCES

DISTRIBUTION DATE:

TRUST RECORDS                                                                           G                 H
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        UNREIMBURSED ADVANCES

                                       MODIFICATION         DEEMED NON-                                                   INITIAL
PROSPECTUS   SERVICER                  DATE (IF             RECOVERABLE       TYPE         INITIAL        ADVANCE        REIMBURSE
ID             LOAN #                  APPLICABLE)          DATE              ADVANCE       AMOUNT       INTEREST        MENT DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                  <C>              <C>           <C>           <C>             <C>

              xxx


              xxx


              xxx



------------------------------------------------------------------------------------------------------------------------------------
totals
            *Unreimbursed(in process),  N=(G + H) - (K + M)

              1            2            3                   4                 5            6             7               8

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS                                              Example
LOAN BY LOAN
APPLICABLE TO WORKOUT DELAYED REIMBURSEMENT AMOUNTS AND NONRECOVERABLE ADVANCES

DISTRIBUTION DATE:


TRUST RECORDS            J                   K                       L                   M                           N
------------------------------------------------------------------------------------------------------------------------------------
                                REIMBURSED ADVANCES
                        ------------------------------------------------------------------------------------------------------------
                            PRINCIPAL COLLECTIONS                    INTEREST COLLECTIONS

PROSPECTUS                                                                                                       AMOUNTS STILL
ID                       CURRENT             CUMULATIVE              CURRENT             CUMULATIVE              DUE *
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                     <C>                 <C>                      <C>










totals

                               9                      10                     11                    12                            13
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------




BORROWER INFORMATION
------------------------------------------------------------------------------------------------------------------------------------


              CURRENT                                           IF NONRECOVERABLE
              AMOUNTS                          IS IT STILL      ADVANCES
UNLIQUIDATED  PAID BY            UNLIQUIDATED  RECOVERA         REIMBURSED FROM
ADVANCES      BORROWER OR        ADVANCES      BLE OR           PRINCIPAL,          INTEREST                              ARD
(BEGINNING    PROCEEDS OF        (ENDING       NONRECOV         REALIZED LOSS      SHORTFALL                ACTUAL LOAN   DATE/MAT
BALANCE)      RELATED LOAN       BALANCE)      ERABLE?          AMOUNT              TO TRUST  COMMENTS      BALANCE       URITY DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>           <C>              <C>                 <C>      <C>            <C>           <C>












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

          14            15                16            17                 18            19          20      21               22
</TABLE>

                                     E-1-1
<PAGE>

                                   EXHIBIT E-2
                               REALIZED LOSS FORM

<TABLE>
<CAPTION>
                      ------------------------------------------------------------------------------------
                      REALIZED LOSS FORM (PREPARED BY                                                      Instructions to    Items
                      SPECIAL AND MASTER SERVICER)                                                         MS and Trustee      that
                                                                                                                              affect
                                                                                                                                CH*
                      --------------------------------------------------------------------------------------------------------------
                                                                          PORTFOLIO NAME
                                                                            SERVICER ID:



  MAP TEMPLATE
 FIELD TO LOAN
PERIODIC FIELD:       (APPLICABLE TO FINAL RECOVERY DETERMINATION/REALIZED LOSS)        DATE:
--------------- --------------------------------------------------------------------------------------------------------------------
<S>                   <C>                        <C>                              <C>        <C>    <C>    <C>                 <C>
                      TOTAL FUNDS RECEIVED ON CORRECTED MORTGAGE LOAN AND SPECIALLY SERVICED MORTGAGE LOAN:
                                                 Sales Proceeds or Payoff Proceeds
                                                                Insurance Proceeds
                                                                  Suspense Balance
                                                           Tax & Insurance Reserve
                                                                           Balance
       -                                                     Other Reserve Balance
       -                                                            Other Proceeds
                                                                                  ------
       -              TOTAL FUNDS RECEIVED
       -              LESS: LIQUIDATION EXPENSES
       -                                                               Broker Fees
       -                                                    Other Selling Expenses
                                                                                  ------
       -
                                                                                            ---------------
      L45             PROCEEDS AVAILABLE
                --------------------------------------------------------------------------------------------------------------------
                1)    AMOUNTS DUE SERVICERS AND TRUSTEE:
                      INCLUDES CURRENT PERIOD AND ACCRUED SERVICING FEES AND OTHER FEES:
                      (EXCLUDES ITEMS FROM ADDITIONAL TRUST FUND EXPENSES)
      L109      A     Liquidation Fee to SS on SS loan
      L108      B     Workout Fee on Corrected Mtg. loan
      New1      C     Master Servicing Fees
      New1      D     Special Servicing Fees
      New1      E     Trustee Fees
      New1      F     Other Fees
      L37       G     P & I Advances (net)
      L103      H     Interest on Advances- P & I
      L38       I     T&I Advances
      L103      J     Interest on Advances- T&I
      L39       K     Servicing Advances (other Expense Advance oustanding)
      L103      L     Interest on Advances-Servicing
                      Advances
       -              TOTAL

                2) AMOUNTS HELD BACK FOR FUTURE PAYMENT:
                                                                                                           place in suspense
                                                                                                           until legal final
      New       A     Other Unpaid Fees and expenses                                                       invoice received
      New       B     Other amounts
       -              TOTAL

                3)    ACCRUED INTEREST (CURRENT PERIOD AND PRIOR INTEREST
                      SHORTFALLS)
      L23       A     Current Scheduled Interest (net of                                                                        x
                      fees)
      L35       B     Cumulative Aser Amount                                                                                    x
      New2      C     Deemed non-recoverable interest                                                                           x
                      (prior shortfall)
      New2      D     Deemed non-recoverable interest (paid from trust                                                          x
                      principal)
      New2      E     Other unpaid interest                                                                                     x
                                                                                             ------
       -              TOTAL                                                                                                     x


                4)    ADDITIONAL TRUST FUND EXPENSES (PRIOR INTEREST SHORTFALLS OR                                              x
                      PRINCIPAL LOSSES)
      New3      A     Special Servicing Fees                                                                                    x
      New3      B     Work Out fees (Corrected Mortgage                                                                         x
                      Loan)
      New3      C     Interest on Advances                                                                                      x
      New3      D     Other expenses: (Inspection by SS, Environmental, legal                                                   x
                      etc.)
      New3      E     Unliquidated Advances (work-out delayed reimb.paid from                                                   x
                      trust-principal)
      New3      F     Deemed Non-Recoverable Principal Advances (paid from                                                      x
                      trust-Principal)
      New3      G     Deemed Non-Recoverable Servicing Advances (paid from                                                      x
                      trust-Principal)
       -              TOTAL                                                                                                     x

                                                                                             ------
      L46             TOTAL #1 THROUGH #4 - LIQUIDATION                                      ------
                      EXPENSES
                                                                                                    -------
      L27             NET PROCEEDS (PROCEEDS AVAILABLE LESS #1 THRU #4)                             -------                     x
                      (Proceeds available for Principal Distribution) (If negative, no proceeds
                      available for distribution)

                                                                                                    -------
       L6             BEGINNING SCHEDULED PRINCIPAL BALANCE                                         -------                     x
                                                                                                    -------
                      REALIZED LOSS CALCULATION                                                     -------                     x
                                                                                                    -------
      L47             REALIZED LOSS TO TRUST (PER                                                   -------
                      DEFINITION IN PSA)
                --------------------------------------------------------------------------------------------------------------------

      New4            IF REALIZED LOSS (greater than) BEGINNING SCHEDULED PRINCIPAL BALANCE (IF POSITIVE NUMBER)
                --------------------------------------------------------------------------------------------------------------------
                      (REFER TO PSA FOR ALLOCATION) (OPTIONAL)
       -        A     Amounts allocated to Interest shortfall--Current Period
       -        B     Amount applied to Interest shortfall or principal
                      loss--Prior Period
       -        C     Amount to Realized Loss (greater than) than STB, allocate to current
                      period principal
       -        D     Other method per PSA
                --------------------------------------------------------------------------------------------------------------------
                      ADDITIONAL PROCEEDS RECEIVED AFTER FINAL RECOVERY
                      DETERMINATION/REALIZED LOSS
                      AMOUNTS DISTRIBUTED AS REIMBURSEMENT OF UNFUNDED PRINCIPAL BALANCE REDUCTIONS (PRIOR REALIZED             x
                      LOSSES) (OPTIONAL)
                      Date           Description      Amount      Class that received funds (optional)
                      ----           -----------      ------      ------------------------------------
      New5

                      subtotal Additional Proceeds

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

                      ADDITIONAL EXPENSES AFTER FINAL RECOVERY DETERMINATION/REALIZED LOSS ALLOCATED TO
                      INTEREST SHORTFALLS
                      Date           Description      Amount      Class that received funds (optional)                          x
                      ----           -----------      ------      ------------------------------------
      New5

                      subtotal Additional Expenses

                                                                                                    -------
                CUMULATIVE NET ADJUSTMENT TO TRUST
                --------------------------------------------------------------------------------------------------------------------
                      Signature and Title of Servicing                                  Date
                      Officer
                CC: SPECIAL SERVICER, MASTER SERVICER, TRUSTEE, ATTACHMENT TO
                DISTRIBUTION STATEMENT
                --------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      E-2-1
<PAGE>


                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM




                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
[OR OTHER CERTIFICATE REGISTRAR]

      Re:      Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2004-PWR5, Class
               ______ Certificates [having an initial aggregate Certificate
               [Principal Balance] [Notional Amount] as of October 19, 2004 (the
               "Closing Date") of $__________] [evidencing a ____% Percentage
               Interest in the related Class] (the "Transferred Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
______________ (the "Transferor") to _________________ (the "Transferee") of the
captioned Certificates (the "Transferred Certificates") pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 2004 among Bear Stearns Commercial Mortgage Securities
Inc., as Depositor, Prudential Asset Resources, Inc., as a Master Servicer,
Wells Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, Midland Loan Services, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, and for the benefit of the Trustee and the Depositor,
that:

         1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates 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 Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited





                                      F-1-1


<PAGE>


any offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security with any person in any
manner, (d) made any general solicitation with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security, which (in the case of any
of the acts described in clauses (a) through (e) hereof) would constitute a
distribution of the Transferred Certificates under the Securities Act of 1933,
as amended (the "Securities Act"), or would render the disposition of the
Transferred Certificates a violation of Section 5 of the Securities Act or any
state securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.



                                    Very truly yours,


                                    --------------------------------------------
                                    (Transferor)


                                    By:
                                         ---------------------------------------
                                    Name:
                                          --------------------------------------
                                    Title:
                                           -------------------------------------










                                      F-1-2


<PAGE>


                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM




                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
[OR OTHER CERTIFICATE REGISTRAR]

    Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
         Pass-Through Certificates, Series 2004-PWR5, Class ______ Certificates
         [having an initial aggregate Certificate [Principal Balance] [Notional
         Amount] as of October 19, 2004 (the "Closing Date") of $__________]
         [evidencing a ____% Percentage Interest in the related Class] (the
         "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
[through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants)] in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of October 1, 2004 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer, Wells Fargo Bank, National Association,
as a Master Servicer, as Certificate Administrator and as Tax Administrator,
Midland Loan Services, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor that:

         1. The Transferee is a "qualified institutional buyer" (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 Certificates for its
own account or for the account of another Qualified Institutional




                                     F-2A-1


<PAGE>


Buyer, and understands that such Transferred Certificates may be resold, pledged
or transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

         2. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

         3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                       Very truly yours,


                                       -----------------------------------------
                                       (Transferee)


                                       By:
                                            ------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------



                             Nominee Acknowledgment


         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                       -----------------------------------------
                                       (Nominee)

                                       By:
                                              ----------------------------------
                                       Name:
                                              ----------------------------------
                                       Title:
                                              ----------------------------------






                                     F-2A-2


<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2A


            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 Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") 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 Certificates (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 [each of the Transferee's equity owners] owned and/or
invested on a discretionary basis $______________________(1) 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) 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), Massachusetts or
         similar business trust, partnership, or any organization described in
         Section 501(c)(3) of the Internal Revenue Code of 1986.

    __   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 Transferred Certificates in the case of a U.S. bank, and not
         more than 18 months preceding such date of sale in the case of 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

----------
1    Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.

                                     F-2A-3

<PAGE>


         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
         Transferred Certificates in the case of a U.S. savings and loan
         association, and not more than 18 months preceding such date of sale in
         the case of 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, as amended.

    __   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.

    __   Investment Advisor. The Transferee is an investment advisor registered
         under the Investment Advisers Act of 1940, as amended.

    __   QIB Subsidiary. All of the Transferee's equity owners are "qualified
         institutional buyers" within the meaning of Rule 144A.

    __   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. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person 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.


                                     F-2A-4


<PAGE>


         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person 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 such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates 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 Transferred
     Yes      No     Certificates 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
Certificates 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.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                             -----------------------------------
                                                   Print Name of Transferee


                                             By:
                                                 -------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------
                                             Date:
                                                  ------------------------------



                                     F-2A-5


<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2A


            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 Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") 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 Certificates (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, as amended ("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).

         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).


                                     F-2A-6


<PAGE>


         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
Transferor and other parties related to the Transferred Certificates 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 the Transferred
     Yes      No       Certificates 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 Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                     Print Name of Transferee or Adviser

                                     By:
                                          --------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------


                                     IF AN ADVISER:

                                     Print Name of Transferee


                                     Date:
                                          --------------------------------------




                                     F-2A-7


<PAGE>


                                  EXHIBIT F-2B


               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM




                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
[OR OTHER CERTIFICATE REGISTRAR]

    Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
         Pass-Through Certificates, Series 2004-PWR5, Class ______ Certificates
         [having an initial aggregate Certificate [Principal Balance] [Notional
         Amount] as of October 19, 2004 (the "Closing Date") of $__________]
         [evidencing a ____% Percentage Interest in the related Class] (the
         "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
[through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants)] in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of October 1, 2004 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer, Wells Fargo Bank, National Association,
as a Master Servicer, as Certificate Administrator and as Tax Administrator,
Midland Loan Services, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor that:

         1. Transferee is acquiring the Transferred Certificates 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.





                                     F-2B-1

<PAGE>


         2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee, Certificate Administrator or the Certificate Registrar is obligated
so to register or qualify the Transferred Certificates, and (c) neither the
Transferred Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in a transaction which is exempt
from such registration and qualification and the Certificate Registrar has
received (A) a certificate from the prospective transferor substantially in the
form attached as Exhibit F-1 to the Pooling and Servicing Agreement and a
certificate from the prospective transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Pooling and Servicing
Agreement; or (B) an Opinion of Counsel satisfactory to the Certificate
Administrator to the effect that, among other things, the transfer may be made
without registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing 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 Certificates will
bear legends substantially to the following effect:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN
         THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE,
         TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
         HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
         TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
         AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION
         OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH
         OFFERS AND SALES MUST COMPLY WITH ALL APPLICABLE LAWS OF SUCH
         JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A)
         TO ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
         THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
         AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
         INDIRECTLY PURCHASING THIS CERTIFICATE




                                     F-2B-2

<PAGE>


         OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
         OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
         BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
         OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred 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 the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

         6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs. The
Transferee 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
Transferred 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.


                                     F-2B-3

<PAGE>

         7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                       Very truly yours,


                                       -----------------------------------------
                                       (Transferee)


                                       By:
                                            ------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------



                             Nominee Acknowledgment


                  The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                       -----------------------------------------
                                       (Nominee)


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                     F-2B-4

<PAGE>


                                  EXHIBIT F-2C

                   FORM OF TRANSFEREE CERTIFICATE FOR CERTAIN
             TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES




                                     [Date]


[TRANSFEROR]

    Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
           Mortgage Pass-Through Certificates, Series 2004-PWR5, Class __
           Certificates having an initial aggregate Certificate
           [Principal Balance] [Notional Amount] as of October 19,
           2004 (the "Closing Date") of $[__________] (the
           "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of October 1, 2004 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as depositor (the "Depositor"),
Prudential Asset Resources, Inc., as a master servicer, Wells Fargo Bank
National Association, as a master servicer, as certificate administrator and as
tax administrator, Midland Loan Services, Inc., as special servicer, LaSalle
Bank National Association, as trustee (the "Trustee"), and ABN AMRO Bank N.V.,
as fiscal agent. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, the Trustee and the
Certificate Registrar that:

                  1. The Transferee is a "qualified institutional buyer" (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 Transfer to it of the Transferor's interest in the
         Transferred Certificates is being made in reliance on Rule 144A. The
         Transferee is acquiring such interest in the Transferred Certificates
         for its own account or for the account of a Qualified Institutional
         Buyer.

                  2. The Transferee understands that (a) the Transferred
         Certificates have not been and will not be registered under the
         Securities Act or registered or qualified under any applicable state
         securities laws, (b) none of the Depositor, the Trustee, Certificate





                                     F-2C-1
<PAGE>


         Administrator or the Certificate Registrar is obligated so to register
         or qualify the Transferred Certificates, and (c) neither the
         Transferred Certificates nor any security issued in exchange therefor
         or in lieu thereof may be resold or transferred unless it is (i)
         registered pursuant to the Securities Act and registered or qualified
         pursuant any applicable state securities laws or (ii) sold or
         transferred in transactions which are exempt from such registration and
         qualification and the Transferor desiring to effect such transfer has
         received either (A) a certificate from the prospective transferee
         substantially in the form attached either as Exhibit F-2C to the
         Pooling and Servicing Agreement or (B) an opinion of counsel to the
         effect that the transferee is a Qualified Institutional Buyer and such
         transfer may be made without registration under the Securities Act.

                  3. The Transferee understands that it may not sell or
         otherwise transfer any Transferred Certificate, any security issued in
         exchange therefor or in lieu thereof or any interest in the foregoing
         except in compliance with the provisions of Section 5.02 of the Pooling
         and Servicing Agreement, which provisions it has carefully reviewed,
         and that each Transferred Certificate will bear the following legends:

              THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
              SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
              SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION
              WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS. ANY
              RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
              OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
              MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
              REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
              PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
              REFERRED TO HEREIN.

              IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY
              JURISDICTION OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND
              POSSESSIONS, SUCH OFFERS AND SALES MUST COMPLY WITH ALL APPLICABLE
              LAWS OF SUCH JURISDICTION.

              NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
              (A) TO ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
              ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
              SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
              INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) TO
              ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
              CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
              FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT
              PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
              ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
              SERVICING AGREEMENT REFERRED TO HEREIN.




                                     F-2C-2
<PAGE>


                  4. The Transferee has been furnished with all information
         regarding (a) The Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of the
         Mortgage Loans, (d) the Pooling and Servicing Agreement, and (e) all
         related matters, that it has requested.

                                       Very truly yours,


                                       -----------------------------------------
                                       (Transferee)


                                       By:
                                            ------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------












                                     F-2C-3
<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2C


            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 for the benefit of Bear Stearns Commercial
Mortgage Securities Inc. with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") 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 acquiring interests in the Transferred Certificates (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] [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________ (1) 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) 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), Massachusetts or
         similar business trust, partnership, or any organization described in
         Section 501(c)(3) of the Internal Revenue Code of 1986.

    __   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 Transferred Certificates 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


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

(1) Transferee or each of it's equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2C-4
<PAGE>


         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 Transferred
         Certificates in the case of a U.S. savings and loan association, and
         not more than 18 months preceding such date of sale in the case of 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, as amended.

    __   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.

    __   Investment Advisor. The Transferee is an investment advisor registered
         under the Investment Advisers Act of 1940, as amended.

    __   QIB Subsidiary. All of the Transferee's equity owners are "qualified
         institutional buyers" within the meaning of Rule 144A.

    __   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. 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 (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person 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.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any such Person, the Transferee used
the cost of such securities to such Person, unless such Person 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.




                                     F-2C-5
<PAGE>


Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

    _____   ____   Will the Transferee be acquiring interests in the Transferred
     Yes     No    Certificates 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 acquiring any interest in the Transferred Certificates
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 acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. 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 acquisition, promptly after they become
available.

         8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                          (Transferee)

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
                                             Date:



                                     F-2C-6
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2C


            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 for the benefit of Bear Stearns Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") 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 acquiring interests in the Transferred Certificates (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, as amended ("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, as amended, 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).

         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






                                     F-2C-7
<PAGE>


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
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
Transfers to the Transferee will be in reliance on Rule 144A.

    _____   ____   Will the Transferee be acquiring interests in the Transferred
     Yes     No    Certificates 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 acquiring any interest in the Transferred Certificates
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 acquisition of any interest in the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such acquisition.

         8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                        (Transferee or Adviser)

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        IF AN ADVISER:

                                        Print Name of Transferee

                                        Date:




                                     F-2C-8
<PAGE>


                                  EXHIBIT F-2D


                   FORM OF TRANSFEREE CERTIFICATE FOR CERTAIN
           TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES




                                     [Date]


[TRANSFEROR]

    Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
           Mortgage Pass-Through Certificates, Series 2004-PWR5, Class __
           Certificates having an initial aggregate Certificate
           [Principal Balance] [Notional Amount] as of October 19,
           2004 (the "Closing Date") of $[__________] (the
           "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 2004, among Bear Stearns Commercial Mortgage
Securities Inc., as depositor, Prudential Asset Resources, Inc., as a master
servicer, Wells Fargo Bank, National Association, as a master servicer, as
certificate administrator and as tax administrator, Midland Loan Services, Inc.,
as special servicer, LaSalle Bank National Association, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, that the Transferee is
not a United States Securities Person.

         For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States,
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States,



                                     F-2D-1



<PAGE>


unless the agency or branch operates for valid business reasons and is engaged
in the business of insurance or banking and is subject to substantive insurance
or banking regulation, respectively, in the jurisdiction where located, (vi) any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a United
States Securities Person, (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States, other than one
held for the benefit or account of a non-United States Securities Person by a
dealer or other professional fiduciary organized, incorporated or (if an
individual) resident in the United States, or (viii) any partnership or
corporation if (a) organized or incorporated under the laws of any foreign
jurisdiction and (b) formed by a United States Securities Person principally for
the purpose of investing in securities not registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), unless it is
organized or incorporated, and owned, by "accredited investors" (as defined in
Rule 501(a)) under the Securities Act, who are not natural persons, estates or
trusts; provided, however, that the International Monetary Fund, the
International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the
United Nations and their agencies, affiliates and pension plans, any other
similar international organizations, their agencies, affiliates and pension
plans shall not constitute United States Securities Persons.

         We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:  __________, _____

                                         By:
                                            ------------------------------------
                                            As, or agent for, the beneficial
                                            owner(s) of the Certificates to
                                            which this certificate relates.
















                                     F-2D-2


<PAGE>


                                  EXHIBIT F-3A


                         FORM OF TRANSFEROR CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS




                                     [Date]


Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

        Re:    Bear Stearns Commercial Mortgage Securities Inc.,  Commercial
               Mortgage Pass-Through Certificates, Series 2004-PWR5 (the
               "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of October 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc. as a master servicer, Wells Fargo
Bank, National Association, as a master servicer, as certificate administrator
and as tax administrator, Midland Loan Services, Inc., as special servicer,
LaSalle Bank National Association, as trustee, and ABN AMRO Bank N.V., as fiscal
agent. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Depositor, that:

         1. The Transferor is the lawful owner of the right to receive the
Excess Servicing Fees with respect to the Serviced Mortgage Loans for which
_________________ is the applicable Master Servicer (the "Excess Servicing Fee
Right"), with the full right to transfer the Excess Servicing Fee Right 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 the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other
similar security to any person in any manner, (b) solicited any offer to buy or
accept a transfer, pledge or other disposition of the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security 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





                                     F-3A-1
<PAGE>


distribution of the Excess Servicing Fee Right under the Securities Act of 1933,
as amended (the "Securities Act"), or would render the disposition of the Excess
Servicing Fee Right a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess
Servicing Fee Right pursuant to the Securities Act or any state securities laws.


                                     Very truly yours,


                                     By:
                                         ---------------------------------------
                                     Name:
                                     Title:



















                                     F-3A-2

<PAGE>


                                  EXHIBIT F-3B


                         FORM OF TRANSFEREE CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS




                                     [Date]


Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

[APPLICABLE MASTER SERVICER]

        Re:    Bear Stearns Commercial Mortgage Securities Inc.,  Commercial
               Mortgage Pass-Through Certificates, Series 2004-PWR5 (the
               "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of October 1, 2004 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc., as a master servicer, Wells
Fargo Bank, National Association, as a master servicer, as certificate
administrator and as tax administrator, Midland Loan Services, Inc., as special
servicer, LaSalle Bank National Association, as trustee, and ABN AMRO Bank N.V.,
as fiscal agent. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
the Depositor and the applicable Master Servicer, that:

         1. The Transferee is acquiring the right to receive Excess Servicing
Fees with respect to the Serviced Mortgage Loans as to which __________________
is the applicable Master Servicer (the "Excess Servicing Fee Right") 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 Excess Servicing Fee Right
has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the
Depositor, the Trustee, Certificate Administrator or the Certificate Registrar
is obligated so to register or qualify the Excess Servicing Fee Right, and (c)
the Excess Servicing Fee Right may not be resold or transferred unless it is (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




                                     F-3B-1
<PAGE>


and qualification and (A) the Depositor has received a certificate from the
prospective transferor substantially in the form attached as Exhibit F-3A to the
Pooling and Servicing Agreement, and (B) each of the applicable Master Servicer
and the Depositor have received a certificate from the prospective transferee
substantially in the form attached as Exhibit F-3B to the Pooling and Servicing
Agreement.

         3. The Transferee understands that it may not sell or otherwise
transfer the Excess Servicing Fee Right or any interest therein except in
compliance with the provisions of Section 3.11 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right 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 the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in
the Excess Servicing Fee Right or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act, would
render the disposition of the Excess Servicing Fee Right a violation of Section
5 of the Securities Act or any state securities law or would require
registration or qualification of the Excess Servicing Fee Right 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 the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Excess Servicing Fee Right and payments thereon, (c) the
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d)
the nature, performance and servicing of the Mortgage Loans, and (e) all related
matters, that it has requested.

         6. The Transferee is (a) a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act or (b) an "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or an entity in which all of the equity owners come within such
paragraphs. The Transferee 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 Excess Servicing Fee Right; 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 investment and can afford a complete loss of such investment.






                                     F-3B-2

<PAGE>


         7. The Transferee agrees (i) to keep all information relating to the
Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such
information in any manner which could result in a violation of any provision of
the Securities Act or would require registration of the Excess Servicing Fee
Right or any Certificate pursuant to the Securities Act, and (iii) not to
disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
holder's auditors, legal counsel and regulators, except to the extent such
disclosure is required by law, court order or other legal requirement or to the
extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of
disclosure by such holder; provided, however, that such holder may provide all
or any part of such information to any other Person who is contemplating an
acquisition of the Excess Servicing Fee Right if, and only if, such Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to
keep such information confidential, not to use or disclose such information in
any manner which could result in a violation of any provision of the Securities
Act or would require registration of the Excess Servicing Fee Right or any
Certificates pursuant to the Securities Act and not to disclose such
information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than such Persons' auditors,
legal counsel and regulators.

         8. The Transferee acknowledges that the holder of the Excess Servicing
Fee Right shall not have any rights under the Pooling and Servicing Agreement
except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement,
and that the Excess Servicing Fee Rate may be reduced to the extent provided in
the Pooling and Servicing Agreement.

                                        Very truly yours,

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                     F-3B-3


<PAGE>


                                   EXHIBIT G-1


             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
                       CERTIFICATES HELD IN PHYSICAL FORM)




                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
[OR OTHER CERTIFICATE REGISTRAR]

      Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
             Mortgage Pass-Through Certificates, Series 2004-PWR5, Class
             ______ Certificates [having an initial aggregate Certificate
             [Principal Balance] [Notional Amount] as of October 19, 2004 (the
             "Closing Date") of $__________] [evidencing a ____% Percentage
             Interest in the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 2004 among Bear Stearns Commercial Mortgage Securities Inc., as Depositor,
Prudential Asset Resources, Inc., as a Master Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and as
Tax Administrator, Midland Loan Services, Inc., as Special Servicer, LaSalle
Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

__       The Transferee is neither (A) a retirement plan or other employee
         benefit plan or arrangement, including an individual retirement account
         or annuity, a Keogh plan or a collective investment fund or separate
         account in which such plans, accounts or arrangements are invested,
         including an insurance company general account, that is subject to
         ERISA or Section 4975 of the Code (each, a "Plan"), nor (B) a Person
         who is directly or indirectly purchasing the Transferred Certificates
         on behalf of, as named fiduciary of, as trustee of, or with assets of a
         Plan; or



                                      G-1-1

<PAGE>


__       The Transferee is using funds from an insurance company general account
         to acquire the Transferred Certificates, and the purchase and holding
         of such Certificates by such Person are exempt from the prohibited
         transaction provisions of Section 406 of ERISA and Section 4975 of the
         Code under Sections I and III of Prohibited Transaction Class Exemption
         95-60.

__       The Transferred Certificates are Class ___ Certificates, an interest in
         which is being acquired by or on behalf of a Plan in reliance on one of
         the individual prohibited transaction exemptions issued by the U.S.
         Department of Labor to __________________ (PTE 90-30, 90-29 or 90-24),
         and such Transferred Certificates have an investment grade rating on
         the date of this letter, and such Plan (X) is an accredited investor as
         defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is
         not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
         Trustee, the Depositor, the Fiscal Agent, any Mortgage Loan Seller,
         either Master Servicer, the Special Servicer, any Sub-Servicer, any
         Exemption-Favored Party or any Borrower with respect to any Mortgage
         Loan or group of Mortgage Loans that represents more than 5% of the
         aggregate unamortized principal balance of the Mortgage Loans
         determined on the date of the initial issuance of the Certificates, or
         by an Affiliate of any such Person, and (Z) agrees that it will obtain
         from each of its Transferees to which it transfers an interest in the
         Transferred Certificates, a written representation that such
         Transferee, if a Plan, satisfies the requirements of the immediately
         preceding clauses (X) and (Y), together with a written agreement that
         such Transferee will obtain from each of its Transferees that are Plans
         a similar written representation regarding satisfaction of the
         requirements of the immediately preceding clauses (X) and (Y).


                                     Very truly yours,


                                     [TRANSFEREE]


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:















                                      G-1-2


<PAGE>


                                   EXHIBIT G-2


             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)




                                     [Date]


[TRANSFEROR]


     Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2004-PWR5, Class ____
            Certificates [having an initial aggregate [Principal Balance]
            [Notional Amount] as of October 19, 2004 (the "Closing Date") of
            $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective DTC Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of October 1, 2004 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer, Wells Fargo Bank, National Association,
as a Master Servicer, as Certificate Administrator and as Tax Administrator,
Midland Loan Services, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):

__       The Transferee is neither (A) a retirement plan, an employee benefit
         plan or other retirement arrangement, including an individual
         retirement account or annuity, a Keogh plan or a collective investment
         fund or separate account in which such plans, accounts or arrangements
         are invested, including an insurance company general account, that is
         subject to Section 406 of ERISA or Section 4975 of the Code (each, a
         "Plan"), nor (B) a Person who is directly or indirectly purchasing an
         interest in the Transferred Certificates on behalf of, as named
         fiduciary of, as trustee of, or with assets of, a Plan;

__       The Transferee is using funds from an insurance company general account
         to acquire an interest in the Transferred Certificates, and the
         purchase and holding of such interest by such Person are exempt from
         the prohibited transaction provisions of Section 406 of




                                      G-2-1

<PAGE>


         ERISA and Section 4975 of the Code under Sections I and III of
         Prohibited Transaction Class Exemption 95-60; or

__       The Transferred Certificates are Class ____ Certificates, an interest
         in which is being acquired by or on behalf of a Plan in reliance on one
         of the individual prohibited transaction exemptions issued by the U.S.
         Department of Labor to __________________ (PTE 90-30, 90-29 or 90-24),
         and such Transferred Certificates have an investment grade rating on
         the date of this letter, and such Plan (X) is an accredited investor as
         defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is
         not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
         Trustee, the Depositor, the Fiscal Agent, any Mortgage Loan Seller,
         either Master Servicer, the Special Servicer, any Sub-Servicer, any
         Exemption-Favored Party or any Borrower with respect to any Mortgage
         Loan or group of Mortgage Loans that represents more than 5% of the
         aggregate unamortized principal balance of the Mortgage Loans
         determined on the date of the initial issuance of the Certificates, or
         by an Affiliate of any such Person, and (Z) agrees that it will obtain
         from each of its Transferees to which it transfers an interest in the
         Transferred Certificates, a written representation that such
         Transferee, if a Plan, satisfies the requirements of the immediately
         preceding clauses (X) and (Y), together with a written agreement that
         such Transferee will obtain from each of its Transferees that are Plans
         a similar written representation regarding satisfaction of the
         requirements of the immediately preceding clauses (X) and (Y).


                                     [TRANSFEREE]


                                     By:
                                        --------------------------------------
                                        Name:
                                        Title:












                                      G-2-2

<PAGE>


                                   EXHIBIT H-1


                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                      FOR TRANSFERS OF CLASS R CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(A)(6)(A) AND 860E(E)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


   Re:   Bear Stearns Commercial Mortgage Securities Inc., Series 2004-PWR5 (the
         "Certificates") issued pursuant to the Pooling and Servicing Agreement
         (the "Pooling and Servicing Agreement"), dated as of October 1, 2004,
         among Bear Stearns Commercial Mortgage Securities Inc. as Depositor,
         Wells Fargo Bank, National Association as a Master Servicer, as
         Certificate Administrator and as Tax Administrator, Prudential Asset
         Resources, Inc. as a Master Servicer, Midland Loan Services, Inc. as
         Special Servicer, LaSalle Bank National Association as Trustee and ABN
         AMRO Bank N.V. as Fiscal Agent

STATE OF                              )
                                      )               ss.: ____________________
COUNTY OF                             )

         I, [ ], under penalties of perjury, declare that, to the best of my
knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:

         1. I am the [ ] of [ ] (the "Purchaser"), on behalf of which I have the
authority to make this affidavit.

         2. The Purchaser is acquiring Class R Certificates representing [o]% of
the residual interest in each of the real estate mortgage investment conduits
(each, a "REMIC") designated as "REMIC I", "REMIC II" and "REMIC III",
respectively, relating to the Certificates for which an election has been or is
to be made under Section 860D of the Internal Revenue Code of 1986 (the "Code").

         3. The Purchaser is a Permitted Transferee (as defined in the Pooling
and Servicing Agreement) and is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the Class R Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct
or indirect record or beneficial ownership thereof, to a person that is not a
Permitted Transferee or to a Disqualified Organization. For the purposes hereof,
a Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed



                                      H-1-1

<PAGE>


by Chapter 1 of the Code unless such organization is subject to the tax imposed
by Section 511 of the Code, (vii) any organization described in Section
1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
"disqualified organization" by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

         4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

         5. The Purchaser will not cause the income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

         6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
Class R Certificates to a Disqualified Organization.

         7. No purpose of the acquisition of the Class R Certificates is to
impede the assessment or collection of tax.

         8. [Check the statement that applies]

o   If the Transferor requires the safe harbor under Treasury Regulation Section
    1.860E-1 to apply:

         ____ a) In accordance with Treasury Regulation Section 1.860E-1, the
Purchaser (i) is an "eligible corporation" as defined in Section
1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the income of Class R
Certificates will only be subject to taxation in the United States, (ii) has,
and has had in each of its two preceding fiscal years, gross assets for
financial reporting purposes (excluding any obligation of a person related to
the transferee within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury
Regulations or any other assets if a principal purpose for holding or acquiring
such asset is to satisfy this condition) in excess of $100 million and net
assets of $10 million, and (iii) hereby agrees only to transfer the Certificate
to another corporation meeting the criteria set forth in Treasury Regulation
Section 1.860E-1;

         or

         _____ b)The Purchaser is a United States Person and the consideration
paid to the Purchaser for accepting the Class R Certificates is greater than the
present value of the




                                      H-1-2

<PAGE>


anticipated net federal income taxes and tax benefits ("Tax Liability Present
Value") associated with owning such Certificates, with such present value
computed using a discount rate equal to the "Federal short-term rate" prescribed
by Section 1274 of the Code as of the date hereof or, to the extent it is not,
if the Transferee has asserted that it regularly borrows, in the ordinary course
of its trade or business, substantial funds from unrelated third parties at a
lower interest rate than such applicable federal rate and the consideration paid
to the Purchaser is greater than the Tax Liability Present Value using such
lower interest rate as the discount rate, the transactions with the unrelated
third party lenders, the interest rate or rates, the date or dates of such
transactions, and the maturity dates or, in the case of adjustable rate debt
instruments, the relevant adjustment dates or periods, with respect to such
borrowings, are accurately stated in Exhibit A to this letter.

o   If the Transferor does not require the safe harbor under Treasury Regulation
    Section 1.860E-1 to apply:

         _____ c)The Purchaser is a "United States person" as defined in Section
7701(a) of the Code and the regulations promulgated thereunder (the Purchaser's
U.S. taxpayer identification number is __________). The Purchaser is not
classified as a partnership under the Code (or, if so classified, all of its
beneficial owners are United States persons).

         9. The Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they
become due.

         10. The Purchaser understands that it may incur tax liabilities with
respect to the Class R Certificates in excess of any cash flows generated by
such Certificates.

         11. The Purchaser will not transfer the Class R Certificates to any
person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to
which the Purchaser has actual knowledge that the requirements set forth in
paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity
with respect to which the Purchaser has not (at the time of such transfer)
satisfied the requirements under the Code to conduct a reasonable investigation
of the financial condition of such person or entity (or its current beneficial
owners if such person or entity is classified as a partnership under the Code).

         12. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class R Certificates to a Disqualified Organization, an
agent thereof or a person that does not satisfy the requirements of paragraphs 7
and 9.

         13. The Purchaser consents to the designation of the Tax Administrator
as the agent of the Tax Matters Person of the REMIC I, REMIC II and REMIC III
pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.



                                      H-1-3

<PAGE>


         Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf by its duly authorized officer this ___ day of
________________.


                                         By:
                                            ------------------------------------
                                             Name:
                                             Title:


         Personally appeared before me [ ] known or proved to me to be the same
person who executed the foregoing instrument and to be a [ ] of the Purchaser,
and acknowledged to me that he/she executed the same as his/her free act and
deed and as the free act and deed of the Purchaser.


         Subscribed and sworn before me this
         ____ day of _______________.



         Notary Public
















                                      H-1-4


<PAGE>


                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                              CLASS R CERTIFICATES




                                     [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5
[OR OTHER CERTIFICATE REGISTRAR]

     Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2004-PWR5, Class
            R  Certificates,  evidencing  a  ____%  Percentage  Interest
            in such Class (the "Residual Interest Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 2004 among Bear Stearns Commercial Mortgage Securities Inc., as Depositor,
Prudential Asset Resources, Inc., as a Master Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and as
Tax Administrator, Midland Loan Services, Inc., as Special Servicer, LaSalle
Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you as Certificate
Registrar, as follows:

         1. No purpose of the Transferor relating to the transfer of the
Residual Interest 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.






                                      H-2-1

<PAGE>


         3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) 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. The Transferor
understands that the transfer of the Residual Interest 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
Transferor has conducted such an investigation.


                                    Very truly yours,

                                    By:
                                       -----------------------------------------
                                    (Transferor)
                                    Name:
                                    Title:











                                      H-2-2


<PAGE>


                                   EXHIBIT I-1


                        FORM OF NOTICE AND ACKNOWLEDGMENT
                   CONCERNING REPLACEMENT OF SPECIAL SERVICER




                                     [Date]


Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: __________________

Fitch, Inc.
One State Street Plaza, 31st Floor
New York, New York  10004
Attention: __________________

Dominion Bond Rating Service, Inc.
20 North Clark Street, 8th Floor
Chicago, Illinois  60602
Attention:  Commercial Mortgage Surveillance Group

     Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2004-PWR5

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 3.27 of the Pooling
and Servicing Agreement, dated as of October 1, 2004 (the "Agreement") among
Bear Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer, Wells Fargo Bank, National Association,
as a Master Servicer, as Certificate Administrator and as Tax Administrator,
Midland Loan Services, Inc., as Special Servicer, the undersigned, as Trustee,
and ABN AMRO Bank N.V., as Fiscal Agent, and relating to Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-PWR5 (the "Certificates"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

         Notice is hereby given that ____________________________________ has
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 each Rating Agency delivers
to LaSalle Bank National Association, the trustee under the Agreement (the
"Trustee"), written confirmation that





                                      I-1-1

<PAGE>


if the person designated to become the Special Servicer were to serve as such,
such event would not result in an Adverse Rating Event with respect to any Class
of the Certificates. Accordingly, such confirmation is hereby requested as soon
as possible.

         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,

                                     LASALLE BANK NATIONAL ASSOCIATION


                                     -------------------------------------------
                                     Name:
                                     Title:




Receipt acknowledged:

MOODY'S INVESTORS SERVICE, INC.

By:
   -----------------------------------
Name:
Title:
Date:


FITCH, INC.


By:
   -----------------------------------
Name:
Title:
Date:


DOMINION BOND RATING SERVICE, INC.


By:
   -----------------------------------
Name:
Title:
Date:










                                      I-1-2


<PAGE>


                                   EXHIBIT I-2


               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER




                                     [Date]


[CERTIFICATE ADMINISTRATOR]
[TAX ADMINISTRATOR]
[TRUSTEE]
[FISCAL AGENT]
[MASTER SERVICERS]
[DEPOSITOR]
[SPECIAL SERVICER]

        Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2004-PWR5

Ladies and Gentlemen:

         Pursuant to Section 3.27 of the Pooling and Servicing Agreement, dated
as of October 1, 2004 relating to Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5 (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 and agrees 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 2.07 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.



                                     -------------------------------------------
                                     By:
                                          --------------------------------------
                                     Name:
                                     Title:










                                      I-2-1


<PAGE>


                                    EXHIBIT J


                        FORM OF UCC-1 FINANCING STATEMENT



DEBTOR:

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179



SECURED PARTY:

LaSalle Bank National Association as Trustee for the registered holders of Bear
Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR5


TEXT:

See Exhibit I attached hereto and made a part hereof.

A sale by the Seller/Debtor of, or a grant by the Seller/Debtor of a security
interest in, any collateral described in this financing statement will violate
the rights of the Buyer/Secured Party listed in Item 3 above.













                                      J-1
<PAGE>


                                                          EXHIBIT I TO EXHIBIT J

SELLER/DEBTOR:

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179


BUYER/SECURED PARTY:

LaSalle Bank National Association as Trustee for the registered holders of
Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2004-PWR5


DESCRIPTION OF THE PROPERTY COVERED:

         This Exhibit I is attached to and incorporated in a financing statement
pertaining to Bear Stearns Commercial Mortgage Securities Inc. as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association as trustee for the holders of the Series
2004-PWR5 Certificates (referred to as the "Secured Party" for purposes of this
financing statement only), under that certain Pooling and Servicing Agreement,
dated as of October 1, 2004 (the "Pooling and Servicing Agreement"), among the
Debtor as depositor, the Secured Party as trustee, Prudential Asset Resources,
Inc. as a master servicer (in such capacity, a "Master Servicer"), Wells Fargo
Bank, National Association as a Master Servicer (in such capacity, a "Master
Servicer"), as certificate administrator and as tax administrator, Midland Loan
Services, Inc. as special servicer (in such capacity, the "Special Servicer"),
and ABN AMRO Bank N.V. as fiscal agent, relating to the issuance of the Debtor's
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5 (collectively,
the "Series 2004-PWR5 Certificates"). Capitalized terms used herein and not
defined shall have the respective meanings given to them in the Pooling and
Servicing Agreement. The attached financing statement covers all of the Debtor's
right (including the power to convey title thereto), title and interest in and
to the Trust Fund created pursuant to the Pooling and Servicing Agreement,
consisting of the following:

         1.  The mortgage notes or other evidence of indebtedness of a borrower
             (the "Mortgage Notes") with respect to the mortgage loans (the
             "Mortgage Loans") listed on the Pooled Mortgage Loan Schedule, as
             the same may be updated from time to time, which Pooled Mortgage
             Loan Schedule as of the Closing Date is attached hereto as Exhibit
             A;

         2.  The related mortgages, deeds of trust or other similar instruments
             securing such Mortgage Notes (the "Mortgages");



                                      J-2
<PAGE>


         3.  With respect to each Mortgage Note and each Mortgage, each other
             legal, credit and servicing document related to such Mortgage Note
             and Mortgage (collectively, with such related Mortgage Note and
             Mortgage, the "Mortgage Loan Documents");

         4.  (a) the Collection Account maintained by each of the Master
             Servicers pursuant to the Pooling and Servicing Agreement, (b) all
             funds from time to time on deposit in each Collection Account, (c)
             the investments of any such funds consisting of securities,
             instruments or other obligations, and (d) the general intangibles
             consisting of the contractual right to payment, including, without
             limitation, the right to payments of principal and interest and the
             right to enforce the related payment obligations, arising from or
             under any such investments;

         5.  All REO Property;

         6.  (a) the respective REO Accounts required to be maintained by the
             Special Servicer pursuant to the Pooling and Servicing Agreement,
             (b) all funds from time to time on deposit in each REO Account, (c)
             the investments of any such funds consisting of securities,
             instruments or other obligations, and (d) the general intangibles
             consisting of the contractual right to payment, including, without
             limitation, the right to payments of principal and interest and the
             right to enforce the related payment obligations, arising from or
             under any such investments;

         7.  (a) the Servicing Account(s) and Reserve Account(s) required to be
             maintained by the Master Servicers or Special Servicer pursuant to
             the Pooling and Servicing Agreement, and (b) all funds from time to
             time on deposit in the Servicing Account(s) and Reserve Account(s);

         8.  (a) the Excess Liquidation Proceeds Account(s) and the Interest
             Reserve Account(s) required to be maintained by the Certificate
             Administrator pursuant to the Pooling and Servicing Agreement, and
             (b) all funds from time to time on deposit in the Excess
             Liquidation Proceeds Account(s) and the Interest Reserve
             Account(s);

         9.  (a) the Distribution Account required to be maintained by the
             Certificate Administrator on behalf of the Buyer/Secured Party
             pursuant to the Pooling and Servicing Agreement, (b) all funds from
             time to time on deposit in the Distribution Account, (c) the
             investments of any such funds consisting of securities, instruments
             or other obligations, and (d) the general intangibles consisting of
             the contractual right to payment, including, without limitation,
             the right to payments of principal and interest and the right to
             enforce the related payment obligations, arising from or under any
             such investments;




                                      J-3
<PAGE>


         10. The rights of the Seller/Debtor under Sections 2, 3, 4 (other than
             Section 4(c)) and 5 (and, to the extent related to the foregoing,
             Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each Pooled
             Mortgage Loan Purchase Agreement;

         11. All insurance policies, including the right to payments thereunder,
             with respect to the Mortgage Loans required to be maintained
             pursuant to the Mortgage Loan Documents and the Pooling and
             Servicing Agreement, transferred to the Trust and to be serviced by
             the Master Servicers or Special Servicer; and

         12. All income, payments, products and proceeds of any of the
             foregoing, together with any additions thereto or substitutions
             therefor.

       THE SELLER/DEBTOR AND THE BUYER/SECURED PARTY INTEND THE TRANSACTIONS
       CONTEMPLATED BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE
       OF THE INTEREST IN THE MORTGAGE NOTES, THE RELATED MORTGAGES AND THE
       OTHER MORTGAGE LOAN DOCUMENTS, AND THIS FILING SHOULD NOT BE CONSTRUED AS
       A CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO
       MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE
       NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL
       CODE OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY
       INTEREST OF THE BUYER/SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR
       OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO
       SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS
       A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS
       NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY
       WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY
       APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE CONSTRUED
       AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR
       SECURITY INTEREST OF THE BUYER/SECURED PARTY IN THE CONTRACTUAL RIGHT TO
       PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF
       PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
       OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
       OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY PERMITTED INVESTMENT).
       WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF
       CONTRARY ASSERTIONS BY THIRD PARTIES.

A SALE BY THE SELLER/DEBTOR OF, OR A GRANT BY THE SELLER/DEBTOR OF A SECURITY
INTEREST IN, ANY COLLATERAL DESCRIBED IN THIS


                                      J-4
<PAGE>

FINANCING STATEMENT WILL VIOLATE THE RIGHTS OF THE BUYER/SECURED PARTY.






                                      J-5
<PAGE>


                                             EXHIBIT A TO EXHIBIT I TO EXHIBIT J


                           SCHEDULE OF MORTGAGE LOANS

                      [See Schedules I-A, I-B, I-C and I-D]




























                                      J-6
<PAGE>


                                   EXHIBIT K-1


                   INFORMATION REQUEST FROM CERTIFICATEHOLDER
                              OR CERTIFICATE OWNER




                                     [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Administration (CMBS)

         Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
                Mortgage Pass-Through Certificates, Series 2004-PWR5

         In accordance with the Pooling and Servicing Agreement, dated as of
October 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer, Wells Fargo Bank, National Association, as a Master
Servicer, as Certificate Administrator and as Tax Administrator, Midland Loan
Services, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank N.V., as Fiscal Agent, with respect to the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-PWR5 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1.  The undersigned is a [holder] [beneficial holder] of $___________
             aggregate [Certificate Principal Balance/Certificate Notional
             Amount] of the Class ____ Certificates.

         2.  The undersigned is requesting access to the following information
             (the "Information"):

             __  The information on the Master Servicer's Internet Website
                 pursuant to Section 4.02(f) of the Pooling and Servicing
                 Agreement.

             __  The information on the Certificate Administrator's Internet
                 Website pursuant to Section 4.02(a) of the Pooling and
                 Servicing Agreement.

             __  The information identified on the schedule attached hereto
                 pursuant to Section 8.12(b) of the Pooling and Servicing
                 Agreement.

         3.  In consideration of the Certificate Administrator's disclosure to
             the undersigned of the Information, the undersigned will keep the
             Information



                                      K-1-1
<PAGE>



             confidential (except from such outside persons as are assisting it
             in evaluating the Information), and such Information will not,
             without the prior written consent of the Certificate Administrator,
             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; and provided that the undersigned may provide
             all or any part of the Information to its auditors, legal counsel
             and regulators.

         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 Non-Registered Certificate pursuant to Section
             5 of the Securities Act.

         All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

         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.


                                         ---------------------------------------
                                         [CERTIFICATEHOLDER]
                                         [BENEFICIAL HOLDER OF A CERTIFICATE]


                                         By:
                                            ------------------------------------
                                         Name:
                                         Title:
                                         Telephone No.:




                                      K-1-2

<PAGE>


                                   EXHIBIT K-2


                  INFORMATION REQUEST FROM PROSPECTIVE INVESTOR




                                     [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention:  Corporate Trust Administration (CMBS)

      Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
             Mortgage Pass-Through Certificates, Series 2004-PWR5

         In accordance with the Pooling and Servicing Agreement, dated as of
October 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer, Wells Fargo Bank, National Association, as a Master
Servicer, as Certificate Administrator and as Tax Administrator, Midland Loan
Services, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank N.V., as Fiscal Agent, with respect to the Bear
Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through
Certificates, Series 2004-PWR5 (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 following information
             (the "Information") for use in evaluating such possible investment:

             __  The information on the Master Servicer's Internet Website
                 pursuant to Section 4.02(f) of the Pooling and Servicing
                 Agreement.

             __  The information on the Certificate Administrator's Internet
                 Website pursuant to Section 4.02(a) of the Pooling and
                 Servicing Agreement.

             __  The information identified on the schedule attached hereto
                 pursuant to Section 8.12(b) of the Pooling and Servicing
                 Agreement.

         3.  In consideration of the Certificate Administrator's disclosure to
             the undersigned of the Information, the undersigned will keep the
             Information confidential (except from such outside persons as are
             assisting it in making the investment decision described in
             paragraph 1), and such




                                      K-2-1
<PAGE>


             Information will not, without the prior written consent of the
             Certificate Administrator, 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 in the event the
             undersigned purchases any Certificate or any interest in any
             Certificate, 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; and provided that the undersigned may provide
             all or any part of the Information to its auditors, legal counsel
             and regulators.

         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 Non-Registered Certificate pursuant to Section
             5 of the Securities Act.

                  All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement.

                  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:
                                     Telephone No.:











                                      K-2-2

<PAGE>


                                    EXHIBIT L


                      FORM OF POWER OF ATTORNEY BY TRUSTEE


RECORDING REQUESTED BY:
[NAME OF MASTER SERVICER
OR SPECIAL SERVICER]

AND WHEN RECORDED MAIL TO:

[ADDRESS OF MASTER SERVICER OR
SPECIAL SERVICER]

                    Space above this line for Recorder's use
     - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


         KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL ASSOCIATION,
as trustee for holders of the Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5 ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of October 1, 2004
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint [NAME OF MASTER SERVICER OR SPECIAL SERVICER], as [Master Servicer]
[Special Servicer] under the Pooling and Servicing Agreement ("[SHORT NAME]"),
as its true and lawful attorney-in-fact for it and in its name, place, stead and
for its use and benefit:

         To perform any and all acts which may be necessary or appropriate to
enable [SHORT NAME] to service and administer the mortgage loans identified on
Schedule __ to the Pooling and Servicing Agreement in connection with the
performance by [SHORT NAME] of its duties as [Master Servicer] [Special
Servicer] under the Pooling and Servicing Agreement, giving and granting unto
[SHORT NAME] full power and authority to do and perform any and every act
necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that [SHORT NAME] shall lawfully do or
cause to be done by virtue hereof.










                                       L-1


<PAGE>


         IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this _____ day of _________, 20__.

                                    LASALLE BANK NATIONAL ASSOCIATION, as
                                    trustee for the holder of Bear Stearns
                                    Commercial Mortgage Securities Inc.,
                                    Commercial Mortgage Pass-Through
                                    Certificates, Series 2004-PWR5


                                    By:
                                       -----------------------------------
                                    Name:
                                         ---------------------------------
                                    Title:
                                          --------------------------------












                                       L-2


<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT

                            )
                            )
                            )

On ________________________________ before me, _________________________________
                           Date                Name and Title of Officer (i.e.,
                                               Your Name, Notary Public)

personally appeared ____________________________________________________________
                                    Name(s) of Document Signer(s)

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

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.




         -----------------------------
                  Signature of Notary






                                           (Affix seal in the above blank space)






                                      L-3

<PAGE>


                                    EXHIBIT M


                                   [RESERVED]



























                                       M-1


<PAGE>


                                    EXHIBIT N


                     FORM OF FINAL CERTIFICATION OF TRUSTEE


                                     [Date]


[parties to pooling and servicing agreement]
[Pooled Mortgage Loan Sellers]
[Controlling Class Representative]

         Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
                Mortgage Pass-Through Certificates, Series 2004-PWR5

Ladies and Gentlemen:

         In accordance with Section 2.02(b) of that certain Pooling and
Servicing Agreement dated as of October 1, 2004 (the "Pooling and Servicing
Agreement") pursuant to which the certificates of the above-referenced series
were issued, the undersigned hereby certifies that, with respect to each
Original Pooled Mortgage Loan subject to the Pooling and Servicing Agreement,
and subject to the exceptions noted in the schedule of exceptions attached
hereto, that: (i) the original Mortgage Note specified in clause (i) of the
definition of "Mortgage File" and all allonges thereto, if any (or a copy of
such Mortgage Note, together with a lost note affidavit and indemnity certifying
that the original of such Mortgage Note has been lost), the original or copy of
documents specified in clauses (ii), (iii), (iv) (except with respect to the
Non-Trust-Serviced Pooled Mortgage Loans), (viii) (without regard to the
verification of the effective date with respect to a title policy or the date of
funding with respect to a title commitment) and (x) (if the Pooled Mortgage Loan
Schedule specifies that a material portion of the interest of the Borrower in
the related Mortgaged Property consists of a leasehold interest) of the
definition of "Mortgage File" have been received by the undersigned or Custodian
on its behalf; [(ii) the recordation/filing contemplated by Section 2.01(e) of
the Pooling and Servicing Agreement has been completed (based solely on receipt
by the undersigned of the particular recorded/filed documents or an appropriate
receipt of recording/filing therefor);] (iii) all documents received by the
undersigned or any Custodian with respect to such Pooled Mortgage Loan have been
reviewed by the undersigned or by such Custodian on its behalf and (A) appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Borrower), (B) appear to have been
executed and (C) purport to relate to such Pooled Mortgage Loan; and (iv) based
on the examinations referred to in Sections 2.02(a) and 2.02(b) of the Pooling
and Servicing Agreement and only as to the foregoing documents, the information
set forth in the Pooled Mortgage Loan Schedule with respect to the items
specified in clause (iii)(A) and clause (vi) of the definition of "Pooled
Mortgage Loan Schedule" accurately reflects the information set forth in the
related Mortgage File.

         Capitalized terms used but not defined herein shall have the meanings
given them in the Pooling and Servicing Agreement.

                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:



                                       N-1

<PAGE>


                                    EXHIBIT O


                        FORM OF DEFEASANCE CERTIFICATION


    FOR ANY LOAN THAT IS NOT AMONG TEN (10) LARGEST LOANS IN POOL, WITH
    OUTSTANDING BALANCE OF (A) $20,000,000 OR LESS, OR (B) LESS THAN 5% OF
    OUTSTANDING POOL BALANCE, WHICHEVER IS LESS

To:      Moody's Investors Service
         99 Church Street
         New York, New York 10007
         Attn:  Commercial Mortgage Surveillance

         Fitch, Inc.
         One State Street Plaza
         New York, New York 10004

         Dominion Bond Rating Service, Inc.
         20 North Clark Street, 8th Floor
         Chicago, Illinois  60602
         Attn:  Commercial Mortgage Surveillance Group


From:    [PAR] [WFB], in its capacity as a Master Servicer (a "Master Servicer")
         under the Pooling and Servicing Agreement dated as of October 1, 2004
         (the "Pooling and Servicing Agreement"), among Prudential Asset
         Resources, Inc. as a Master Servicer, Bear Stearns Commercial Mortgage
         Securities Inc. as Depositor, Wells Fargo Bank, National Association as
         a Master Servicer, as Certificate Administrator and as Tax
         Administrator, Midland Loan Services, Inc. as Special Servicer, LaSalle
         Bank National Association as Trustee, and ABN AMRO N.V. as Fiscal
         Agent.

Date:    _________, 20___

Re:      Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5

        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:






                                       O-1

<PAGE>


         1.  Notify you that the Borrower 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 payments scheduled to be due in
                 respect of the entire Stated Principal Balance of the Mortgage
                 Loan; or

             ___ a partial defeasance of the payments scheduled to be due in
                 respect of a portion of the Stated Principal Balance of the
                 Mortgage Loan that represents ___% of the entire Stated
                 Principal Balance of the Mortgage Loan and, under the Mortgage,
                 has an allocated loan amount of $____________ or _______% of
                 the entire Stated Principal Balance;

         2.  Certify that each of the following is true, subject to those
             exceptions set forth with explanatory notes on Exhibit A hereto,
             which exceptions the Master Servicer has determined, consistent
             with the Servicing Standard, will have no material adverse effect
             on the Mortgage Loan or the defeasance transaction:

             a.  The Mortgage Loan Documents permit the defeasance, and the
                 terms and conditions for defeasance specified therein were
                 satisfied in all material respects in completing the
                 defeasance.

             b.  The defeasance was consummated on __________, 20__.

             c.  The defeasance collateral consists of securities that (i)
                 constitute "government securities" as defined in Section
                 2(a)(16) of the Investment Company Act of 1940 as amended (15
                 U.S.C. 80A1), (ii) are listed as "Qualified Investments for
                 `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash Flow
                 Approach" in Standard & Poor's Public Finance Criteria 2000, as
                 amended to the date of the defeasance, (iii) are rated `AAA' by
                 Standard & Poor's, (iv) if they include a principal obligation,
                 the principal due at maturity cannot vary or change, and (v)
                 are not subject to prepayment, call or early redemption. Such
                 securities have the characteristics set forth below:

                         CUSIP RATE MAT PAY DATES ISSUED

             d.  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.




                                      O-2
<PAGE>


             e.  The Master Servicer determined that the defeasance collateral
                 will be owned by an entity (the "Defeasance Obligor") as to
                 which one of the statements checked below is true:

                 ___ the related Borrower was 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;

                 ___ the related Borrower designated a Single-Purpose Entity (as
                     defined in the S&P Criteria) to own the defeasance
                     collateral; or

                 ___ the Master Servicer designated a Single-Purpose Entity (as
                     defined in the S&P Criteria) established for the benefit of
                     the Trust to own the defeasance collateral.

             f.  The Master Servicer received a broker or similar confirmation
                 of the credit, or the accountant's letter described below
                 contained statements that it reviewed a broker or similar
                 confirmation of the credit, 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 the Trustee acting as a securities
                 intermediary.

             g.  As securities intermediary, the Trustee is obligated to make
                 the scheduled payments on the Mortgage Loan from the proceeds
                 of the defeasance collateral directly to the Master Servicer's
                 collection account in the amounts and on the dates specified in
                 the Mortgage Loan Documents or, in a partial defeasance, the
                 portion of such scheduled payments attributed to the allocated
                 loan amount for the real property defeased, increased by any
                 defeasance premium specified in the Mortgage Loan Documents
                 (the "Scheduled Payments").

             h.  The Master Servicer received from the Borrower written
                 confirmation from a firm of independent certified public
                 accountants, who were approved by the Master Servicer in
                 accordance with the Servicing Standard, stating that (i)
                 revenues from principal and interest payments made on 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



                                      O-3
<PAGE>


                 thereof in connection with a partial defeasance) on its
                 Maturity Date (or, in the case of an ARD Mortgage Loan, on its
                 Anticipated Repayment Date), (ii) the revenues received in any
                 month from the defeasance collateral will be applied to make
                 Scheduled Payments within four (4) months after the date of
                 receipt, and (iii) interest income from the defeasance
                 collateral to the Defeasance Obligor in any calendar or fiscal
                 year will not exceed such Defeasance Obligor's interest expense
                 for the Mortgage Loan (or the allocated portion thereof in a
                 partial defeasance) for such year.

             i.  The Master Servicer received opinions from counsel, who were
                 approved by the Master Servicer in accordance with the
                 Servicing Standard, that (i) the agreements executed by the
                 Borrower and/or the Defeasance Obligor in connection with the
                 defeasance are enforceable against them in accordance with
                 their terms except as such enforcement may be limited by
                 bankruptcy, insolvency, reorganization or other similar laws
                 affecting the enforcement of creditor's rights generally, and
                 by general principles of equity (regardless of whether such
                 enforceability is considered in a proceeding in equity or at
                 law), and (ii) the Trustee will have a perfected, first
                 priority security interest in the defeasance collateral
                 described above.

             j.  The agreements executed in connection with the defeasance (i)
                 permit reinvestment of proceeds of the defeasance collateral
                 only in Permitted Investments (as defined in the S&P Criteria),
                 (ii) permit release of surplus defeasance collateral and
                 earnings on reinvestment to the Defeasance Obligor or the
                 Borrower only after the Mortgage Loan has been paid in full, if
                 any such release is permitted, (iii) prohibit any subordinate
                 liens against the defeasance collateral, and (iv) 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.

             k.  The Mortgage Loan is not among the ten (10) largest loans in
                 the pool. The entire Stated Principal Balance of the Mortgage
                 Loan as of the date of defeasance was $___________ [$20,000,000
                 or less or less than five percent of pool balance, whichever is
                 less] which is less than 5% of the aggregate Certificate
                 Principal Balance of the Certificates as of the date of the
                 most recent Certificate Administrator Report received by us
                 (the "Current Report").

             l.  The defeasance described herein, together with all prior and
                 simultaneous defeasances of Mortgage Loans, brings the total of




                                      O-4
<PAGE>


                 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.

         3.  Certify that, in addition to the foregoing, the Master Servicer has
             imposed such additional conditions to the defeasance (or waived
             such conditions), subject to the limitations imposed by the
             Mortgage Loan Documents, as are consistent with the Servicing
             Standard.

         4.  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 described above and
             that originals or copies of such agreements, instruments and
             opinions have been or will be transmitted to the Trustee or
             Custodian on its behalf for placement in the related Mortgage File
             or, to the extent not required to be part of the related Mortgage
             File, are in the possession of the Master Servicer as part of the
             Master Servicer's Servicing File.

         5.  Certify and confirm that the determinations and certifications
             described above were rendered in accordance with the Servicing
             Standard set forth in, and the other applicable terms and
             conditions of, the Pooling and Servicing Agreement.

         6.  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.

         7.  Agree to provide copies of all items listed in Exhibit B to you
             upon request.










                                      O-5
<PAGE>


         IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                   [PAR] [WFB]
                                   as Master Servicer


                                   By:
                                      ------------------------------------------
                                   Name:
                                   Title:





<PAGE>


                                    EXHIBIT P


           FORM OF SPECIAL SERVICER BACKUP SARBANES-OXLEY CERTIFICATE

                          (SECTION 8.15(B) OF THE PSA)

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES, INC.
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-PWR5

         The undersigned, [___________], a _______________ of MIDLAND LOAN
SERVICES, INC., a Delaware corporation (the "Special Servicer"), as Special
Servicer under that certain pooling and servicing agreement, dated as of October
1, 2004, entered into by Bear Stearns Commercial Mortgage Securities Inc., as
Depositor (the "Depositor"), Prudential Asset Resources, Inc., as a Master
Servicer, Wells Fargo Bank, National Association, as a Master Servicer, as
Certificate Administrator and as Tax Administrator, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent, and Special
Servicer (the "PSA"), certifies to the Depositor and its officers, directors and
affiliates that:

                  1. Special Servicer has reviewed the information provided by
         it in connection with its special servicing of specially serviced
         mortgage loans (the "Specially Serviced Mortgage Loans") owned by the
         trust created under the PSA (the "Trust") or real properties owned by
         the Trust that were acquired through foreclosure of loans as to which
         the Special Servicer has servicing responsibilities ("REO Properties")
         for inclusion in the Annual Report on Form 10-K of the Trust for the
         year ended December 31, [20___] ("Relevant Period").

                  2. To the best of our knowledge, the information provided by
         it solely relating to actions of the Special Servicer and/or payments
         and other collections on the Specially Serviced Mortgage Loans and the
         REO Properties, taken as a whole, does not contain any untrue statement
         of a material fact or omit to state a material fact necessary to make
         the statements made, in light of the circumstances under which such
         statements were made, not misleading as of the Relevant Period.

                  3. Based on our knowledge, the information provided by the
         Special Servicer and to be covered by this certification relating
         solely to actions of the Special Servicer and/or payments and other
         collections on the Specially Serviced Mortgage Loans and REO
         Properties, includes all the material information of such type
         available to the Special Servicer and required to be included in the
         Certificate Administrator Reports for the Relevant Period.

                  4. Based on our knowledge and the annual compliance review
         required under Section 3.13 of the PSA, during the Relevant Period the
         Special Servicer has fulfilled its obligations under the PSA in all
         material respects, except as disclosed in the annual officer's
         certificate required under such Section 3.13.

                  5. Based on our knowledge, the Special Servicer has disclosed
         to its certified public accountants all significant deficiencies
         relating to the Special Servicer's compliance with the minimum
         servicing standards during the Relevant Period and such deficiencies,
         if any, have been included in the independent public accountants'
         report (the "Report"), which report was prepared after the independent
         public accountant's review in compliance with procedures set





                                       P-1
<PAGE>


         forth in the Mortgage Bankers Association's "Uniform Single Attestation
         Program" or similar procedures as set forth in the PSA.

         The statements in this Certificate are limited to information regarding
the Special Servicer and the Special Servicer's activities under the PSA. This
Certification does not relate to information in the Special Servicer's reports
relating to any other person or any other topic. Nothing in this certfication
shall suggest that the Special Servicer is (i) certifying or verifying the
accurateness or completeness of any information provided to the Special Servicer
by third parties, (ii) certifying to information other than pursuant to the
Special Servicer's knowledge or (iii) certifying with respect to completeness of
information and reports to anything other than the fields of information called
for in written reports prepared by the Special Servicer which are have been
completed.

         IN WITNESS WHEREOF, I have executed this Certificate on March ___,
20___.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:





                                      P-2


<PAGE>

                                  SCHEDULE I-A

                     SCHEDULE OF PMCF POOLED MORTGAGE LOANS


                                    S-I-A-1
<PAGE>

<TABLE>
<CAPTION>
           POOLED MORTGAGE
  ID         LOAN SELLER            PROPERTY NAME                                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>                                                 <C>
  6              PMCF               Gateway Center IV                                   100 Mulberry Street
  10             PMCF               Torrey Highlands Village Center                     7805-7875 Highlands Village Place
  11             PMCF               Liberty Center II                                   14672 Lee Road
  12             PMCF               West Bloomfield Medical Building                    2300 N. Haggerty Road
  14             PMCF               Kinseth Hotel Portfolio-Loan #2                     Various
 14a             PMCF               Holiday Inn/Hampton Inn Coralville                  1220 1st Avenue
 14b             PMCF               Holiday Inn Select Witchita                         549 South Rock Road
 14c             PMCF               Holiday Inn Overland Park                           8787 Reeder Road
  15             PMCF               Sheraton Imperial Hotel and Convention Center       4700 Emperor Boulevard
  22             PMCF               Silverado Station                                   11505 and 11851 Bandera Road
  27             PMCF               Raytheon R&D Facility                               75 Coromar Drive
  28             PMCF               Sussex Industrial                                   1578 Sussex Turnpike
  29             PMCF               North Pointe Apartments                             905 Richardson Vista Road
  33             PMCF               375 Depot Drive                                     375 North Depot Drive
  34             PMCF               550 Depot Drive                                     550 South Depot Drive
  35             PMCF               1080 Depot Drive                                    1080 South Depot Drive
  39             PMCF               Marnell Corporate Center                            222 Via Marnell Way, 270 E. Pamalyn Avenue
  42             PMCF               Sandstone Apartments                                405 East Prince Road
  44             PMCF               Four Points by Sheraton                             4800 Merle Hay Road
  46             PMCF               Centerpointe Tech Center                            7710, 7720, 7737 and 7740 Kenamar Court
  48             PMCF               Pan Am Plaza                                        201 South Capitol Avenue
  53             PMCF               Hunter's Crossing Apartments                        3001 Kemp Boulevard
  57             PMCF               Kinseth Hotel Portfolio - Loan #1                   Various
 57a             PMCF               Holiday Inn Mason City                              2101 4th Street SW
 57b             PMCF               Best Western Holiday Lodge                          2023 7th Avenue North
  58             PMCF               Canyon Village Plaza                                5711 - 5799 East La Palma Avenue
  61             PMCF               Plaza 5400                                          1758-1922 5400 South Street
  62             PMCF               Quarry Lane Business Park                           1233, 1241, 1249, 1257 Quarry Lane
  63             PMCF               Park View Square                                    Miramar Parkway and Southwest 172nd Avenue
  67             PMCF               Bruce Industrial                                    30500 Bruce Industrial Parkway
  80             PMCF               Los Altos Gateway                                   496 South First Street
  81             PMCF               11555 Medlock Bridge Road                           11555 Medlock Bridge Road
  86             PMCF               North Meridian Medical Center                       10601 North Meridian Street
  90             PMCF               Walgreens - Denver                                  7311 East 29th Drive
  93             PMCF               Lakewood Shopping Center                            6807-7013 N. May Avenue
 100             PMCF               Bedrosian Tile Building                             7750 Phillips Highway
 104             PMCF               River Hill Apartments                               3017 Limestone Drive
 109             PMCF               Spencer Mini Storage                                11220 Spencer Highway
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                                                    P&I MONTHLY DEBT
  ID                CITY              STATE     ZIP CODE         ORIGINAL BALANCE       CUT-OFF DATE BALANCE            SERVICE
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                    <C>         <C>                <C>                      <C>                         <C>
  6           Newark                 NJ          07102              42,500,000               42,339,177                  251,268
  10          San Diego              CA          92126              27,000,000               26,946,082                  155,001
  11          Chantilly              VA          20151              26,100,000               26,056,322                  163,086
  12          West Bloomfield        MI          48322              24,000,000               23,976,696                  145,904
  14          Various                Various     Various            22,000,000               22,000,000                  146,627
 14a          Coralville             IA          52241              10,356,725               10,356,725
 14b          Wichita                KS          67207               7,461,988               7,461,988
 14c          Overland Park          KS          66214               4,181,287               4,181,287
  15          Durham                 NC          27703              20,500,000               20,380,887                  152,481
  22          San Antonio            TX          78023              15,000,000               14,975,715                  103,035
  27          Goleta                 CA          93117              14,010,000               14,010,000                  82,293
  28          Randolph               NJ          07869              14,000,000               13,913,280                  79,403
  29          Anchorage              AK          99501              13,800,000               13,782,256                  81,799
  33          Ogden                  UT          84404               6,870,000               6,828,599                   41,942
  34          Ogden                  UT          84404               2,910,000               2,892,463                   17,766
  35          Ogden                  UT          84404               2,120,000               2,107,224                   12,943
  39          Las Vegas              NV          89119               9,800,000               9,777,870                   68,190
  42          Tucson                 AZ          85705               8,700,000               8,620,962                   50,330
  44          Urbandale              IA          50322               8,300,000               8,300,000                   55,215
  46          San Diego              CA          92121               8,100,000               8,083,719                   46,347
  48          Indianapolis           IN          46214               7,600,000               7,580,542                   46,400
  53          Wichita Falls          TX          76308               7,000,000               7,000,000                   44,845
  57          Various                IA          Various             6,500,000               6,500,000                   51,383
 57a          Mason City             IA          50401               3,640,000               3,640,000
 57b          Clear Lake             IA          50428               2,860,000               2,860,000
  58          Anaheim                CA          92807               6,150,000               6,138,399                   36,321
  61          Taylorsville           UT          84123               5,680,000               5,666,837                   41,421
  62          Pleasanton             CA          94566               5,700,000               5,626,723                   31,936
  63          Miramar                FL          33019               5,500,000               5,500,000                     NAP
  67          Solon                  OH          44139               4,825,000               4,814,145                   29,738
  80          Los Altos              CA          94022               3,700,000               3,693,219                   22,160
  81          Duluth                 GA          30097               3,650,000               3,640,833                   22,474
  86          Indianapolis           IN          46290               3,475,000               3,456,548                   19,254
  90          Denver                 CO          80207               3,150,000               3,146,816                   18,724
  93          Oklahoma City          OK          73116               2,900,000               3,008,575                   17,678
 100          Jacksonville           FL          32256               2,700,000               2,688,939                   19,562
 104          Louisville             TN          37777               2,425,000               2,425,000                   14,539
 109          La Porte               TX          77571               2,175,000               2,160,403                   14,093
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

  ID         IO MONTHLY DEBT SERVICE       MORTGAGE RATE      INTEREST ACCRUAL BASIS       SELLER LOAN NUMBER     ARD LOAN (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                    <C>                          <C>                    <C>
  6                    NAP                   5.87000%               Actual/360                   6105401                Yes
  10                   NAP                   5.60000%               Actual/360                   6105481                No
  11                   NAP                   6.39000%               Actual/360                   6105442                Yes
  12                   NAP                   6.13000%               Actual/360                   6105154                Yes
  14                   NAP                   6.36000%               Actual/360                   6105492                No
 14a                                                                                             6105492a
 14b                                                                                             6105492b
 14c                                                                                             6105492c
  15                   NAP                   6.47000%               Actual/360                   6105520                No
  22                   NAP                   6.30000%               Actual/360                   6105525                No
  27                   NAP                   5.81000%               Actual/360                   6105403                No
  28                   NAP                   5.49000%               Actual/360                   6105308                No
  29                   NAP                   5.57000%               Actual/360                   6105459                No
  33                   NAP                   5.44000%               Actual/360                   6105435                No
  34                   NAP                   5.44000%               Actual/360                   6105436                No
  35                   NAP                   5.44000%               Actual/360                   6105437                No
  39                   NAP                   5.64000%               Actual/360                   6105482                Yes
  42                   NAP                   5.67000%               Actual/360                   6105245                No
  44                   NAP                   6.34000%               Actual/360                   6105493                No
  46                   NAP                   5.57000%               Actual/360                   6105563                No
  48                   NAP                   6.17000%               Actual/360                   6105443                No
  53                  35,131                 5.94000%               Actual/360                   6105489                No
  57                   NAP                   6.36000%               Actual/360                   6105491                No
 57a                                                                                             6105491a
 57b                                                                                             6105491b
  58                   NAP                   5.86000%               Actual/360                   9105526                Yes
  61                   NAP                   5.97000%               Actual/360                   66105482               Yes
  62                   NAP                   5.38000%               Actual/360                   6105144                No
  63                  24,908                 5.36000%               Actual/360                   6105348                Yes
  67                   NAP                   5.95000%               Actual/360                   6105404                No
  80                   NAP                   5.99000%               Actual/360                   6105537                No
  81                   NAP                   6.25000%               Actual/360                   6105490                No
  86                   NAP                   5.28000%               Actual/360                   6105399                No
  90                   NAP                   5.92000%               Actual/360                   6105466                Yes
  93                   NAP                   5.65000%               Actual/360                   6104824                No
 100                   NAP                   6.14000%               Actual/360                   6105507                Yes
 104                   NAP                   6.00000%               Actual/360                   6105521                No
 109                   NAP                   6.06000%               Actual/360                   6105382                No
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                      STATED REMAINING                                   REMAINING
                                  ORIGINAL TERM TO MATURITY OR ARD   TERM TO MATURITY OR    ORIGINAL AMORTIZATION       AMORTIZATION
  ID      MATURITY DATE OR ARD                 (MOS.)                    ARD (MOS.)              TERM (MOS.)             TERM (MOS.)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                              <C>                         <C>                      <C>                    <C>
  6            06/01/14                         120                         116                      360                    356
  10           08/01/14                         120                         118                      360                    358
  11           08/01/14                         120                         118                      360                    358
  12           09/01/14                         120                         119                      360                    359
  14           10/01/14                         120                         120                      300                    300
 14a
 14b
 14c
  15           07/01/14                         120                         117                      240                    237
  22           09/01/14                         120                         119                      276                    275
  27           10/01/14                         120                         120                      360                    360
  28           04/01/14                         120                         114                      360                    354
  29           09/01/11                          84                          83                      330                    329
  33           06/01/14                         120                         116                      300                    296
  34           06/01/14                         120                         116                      300                    296
  35           06/01/14                         120                         116                      300                    296
  39           09/01/14                         120                         119                      240                    239
  42           01/01/14                         120                         111                      360                    351
  44           10/01/14                         120                         120                      300                    300
  46           08/01/14                         120                         118                      360                    358
  48           07/01/14                         120                         117                      360                    357
  53           08/01/14                         120                         118                      300                    300
  57           10/01/14                         120                         120                      210                    210
 57a
 57b
  58           08/01/14                         120                         118                      360                    358
  61           09/01/14                         120                         119                      231                    230
  62           10/01/13                         120                         108                      360                    348
  63           06/01/11                          84                          80                       0                      0
  67           08/01/14                         120                         118                      330                    328
  80           08/01/14                         120                         118                      360                    358
  81           07/01/14                         120                         117                      360                    357
  86           05/01/14                         120                         115                      360                    355
  90           09/01/14                         120                         119                      360                    359
  93           06/01/13                         120                         104                      360                    344
 100           08/01/14                         120                         118                      240                    238
 104           10/01/14                         120                         120                      360                    360
 109           05/01/14                         120                         115                      300                    295
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                CROSSED WITH          CROSSED LOAN
  ID            OTHER LOANS                ID                  PREPAYMENT PROVISIONS (# OF PAYMENTS)      OWNERSHIP INTEREST
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>                      <C>                                               <C>
  6                 No                                         LO(29)/Defeasance(87)/Open(4)                     Fee
  10                No                                         LO(27)/Defeasance(89)/Open(4)                     Fee
  11                No                                         LO(26)/Defeasance(91)/Open(3)                     Fee
  12                No                                         LO(26)/Defeasance(90)/Open(4)                     Fee
  14                No                                         LO(25)/Defeasance(91)/Open(4)                     Fee
 14a                                                                                                             Fee
 14b                                                                                                             Fee
 14c                                                                                                             Fee
  15                No                                         LO(28)/Defeasance(88)/Open(4)                     Fee
  22                No                                         LO(26)/Gtr 1% or YM(90)/Open(4)                   Fee
  27                No                                         LO(25)/Defeasance(91)/Open(4)                     Fee
  28                No                                         LO(31)/Defeasance(85)/Open(4)                     Fee
  29                No                                         LO(26)/Defeasance(54)/Open(4)                     Fee
  33             Yes - A               33, 34, 35              LO(29)/Defeasance(87)/Open(4)                     Fee
  34             Yes - A               33, 34, 35              LO(29)/Defeasance(87)/Open(4)                     Fee
  35             Yes - A               33, 34, 35              LO(29)/Defeasance(87)/Open(4)                     Fee
  39                No                                         LO(47)/Gtr 1% or YM(69)/Open(4)                   Fee
  42                No                                         LO(34)/Defeasance(82)/Open(4)                     Fee
  44                No                                         LO(25)/Defeasance(91)/Open(4)                     Fee
  46                No                                         LO(27)/Defeasance(89)/Open(4)                     Fee
  48                No                                         LO(28)/Defeasance(88)/Open(4)                     Fee
  53                No                                         LO(27)/Defeasance(89)/Open(4)                     Fee
  57                No                                         LO(25)/Defeasance(91)/Open(4)                     Fee
 57a                                                                                                             Fee
 57b                                                                                                             Fee
  58                No                                         LO(27)/Gtr 1% or YM(88)/Open(5)                   Fee
  61                No                                         LO(26)/Defeasance(90)/Open(4)                     Leasehold
  62                No                                         LO(47)/Gtr 1% or YM(69)/Open(4)                   Fee
  63                No                                         LO(28)/Defeasance(52)/Open(4)                     Fee
  67                No                                         LO(27)/Defeasance(89)/Open(4)                     Fee
  80                No                                         LO(27)/Defeasance(89)/Open(4)                     Fee
  81                No                                         LO(28)/Defeasance(88)/Open(4)                     Fee
  86                No                                         LO(30)/Defeasance(86)/Open(4)                     Fee
  90                No                                         LO(26)/Defeasance(90)/Open(4)                     Fee
  93                No                                         LO(41)/Defeasance(75)/Open(4)                     Fee
 100                No                                         LO(27)/Defeasance(89)/Open(4)                     Fee
 104                No                                         LO(25)/Defeasance(91)/Open(4)                     Fee
 109                No                                         LO(30)/Defeasance(86)/Open(4)                     Fee
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


  ID  ADMINISTRATIVE FEE RATE   DUE DATE    GRACE PERIOD   LETTER OF CREDIT              LETTER OF CREDIT DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                   <C>            <C>           <C>          <C>
  6          0.03250%              1st            5
  10         0.08250%              1st            5
  11         0.05250%              1st            5
  12         0.08250%              1st            5             $750,000     Occupancy L/C($750,000)
  14         0.03250%              1st            5
 14a
 14b
 14c
  15         0.03250%              1st            5
  22         0.08250%              1st            5
  27         0.03250%              1st            5
  28         0.03250%              1st            5           $2,000,000     Guarantor LOC (1,400,000), Bath Unlimited LOC (600,000)
  29         0.03250%              1st            5
  33         0.08250%              1st            5
  34         0.08250%              1st            5
  35         0.08250%              1st            5
  39         0.08250%              1st            5
  42         0.05250%              1st            5
  44         0.03250%              1st            5
  46         0.03250%              1st            5
  48         0.03250%              1st            5
  53         0.03250%              1st            5
  57         0.03250%              1st            5
 57a
 57b
  58         0.08250%              1st            5
  61         0.08250%              1st            5
  62         0.03250%              1st            5
  63         0.03250%              1st            5
  67         0.03250%              1st            5
  80         0.03250%              1st            5
  81         0.03250%              1st            5
  86         0.03250%              1st            5
  90         0.08250%              1st            5
  93         0.03250%              1st            5
 100         0.08250%              1st            5
 104         0.03250%              1st            5
 109         0.03250%              1st            5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                       INITIAL MASTER                       INITIAL MASTER
  ID                    LOAN GURANTOR                     SERVICER                        SERVICING FEE RATE
-------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                    <C>                               <C>
  6                                                          PAR                               0.03000%
  10                                                         PAR                               0.08000%
  11                                                         PAR                               0.05000%
  12                                                         PAR                               0.08000%
  14                                                         PAR                               0.03000%
 14a                                                         PAR
 14b                                                         PAR
 14c                                                         PAR
  15                                                         PAR                               0.03000%
  22                                                         PAR                               0.08000%
  27                                                         PAR                               0.03000%
  28                                                         PAR                               0.03000%
  29                                                         PAR                               0.03000%
  33                                                         PAR                               0.08000%
  34                                                         PAR                               0.08000%
  35                                                         PAR                               0.08000%
  39                                                         PAR                               0.08000%
  42                                                         PAR                               0.05000%
  44                                                         PAR                               0.03000%
  46                                                         PAR                               0.03000%
  48                                                         PAR                               0.03000%
  53                                                         PAR                               0.03000%
  57                                                         PAR                               0.03000%
 57a                                                         PAR
 57b                                                         PAR
  58                                                         PAR                               0.08000%
  61                                                         PAR                               0.08000%
  62                                                         PAR                               0.03000%
  63                                                         PAR                               0.03000%
  67                                                        PAR                               0.03000%
  80                                                         PAR                               0.03000%
  81                                                         PAR                               0.03000%
  86                                                         PAR                               0.03000%
  90                                                         PAR                               0.08000%
  93                                                         PAR                               0.03000%
 100                                                         PAR                               0.08000%
 104                                                         PAR                               0.03000%
 109                                                         PAR                               0.03000%
</TABLE>

<PAGE>

                                  SCHEDULE I-B

                    SCHEDULE OF BSCMI POOLED MORTGAGE LOANS














<PAGE>


<TABLE>
<CAPTION>
              POOLED MORTGAGE
     ID         LOAN SELLER       PROPERTY NAME                          ADDRESS                                        CITY
     --         -----------       -------------                          -------                                        ----
<S>        <C>                    <C>                                   <C>                                       <C>
      1            BSCMI          2941 Fairview Park Drive               2941 Fairview Park Drive                  Falls Church
      3            BSCMI          Lincoln Square                         555 11th Street NW                        Washington
      4            BSCMI          Reisterstown Plaza                     6500 Reisterstown Road                    Baltimore
      5            BSCMI          Sycamore Plaza                         7800 Montgomery Road                      Cincinnati
      8            BSCMI          Evergreen A Portfolio                  Various                                   Various
     8a            BSCMI          3241 Kilgore Road                      3241 Kilgore Road                         Rancho Cordova
     8b            BSCMI          10730 International Drive              10730 International Drive                 Rancho Cordova
     8c            BSCMI          101 Creekside Ridge Court              101 Creekside Ridge Court                 Roseville
      9            BSCMI          Fullerton Metrocenter                  Harbor Blvd. & Orangethorpe Ave.          Fullerton
     13            BSCMI          Winslow Bay Commons                    590-690 River Highway                     Mooresville
     16            BSCMI          100 Route 46 & 317-318 Bagley Road     Various                                   Various
     16a           BSCMI          100 Route 46                           100 Route 46                              Fairfield
     16b           BSCMI          317-318 Bagley Road                    317-318 Bagley Road                       Kenly
     17            BSCMI          Rancho Marketplace                     1030 - 1190 West Alameda                  Burbank
     19            BSCMI          New Castle Marketplace                 108-148 North DuPont Highway              New Castle
     20            BSCMI          Northern NJ Portfolio                  Various                                   Various
     20a           BSCMI          412-420 Route 10                       412-420 Route 10                          East Hanover
     20b           BSCMI          125 Algonquin Parkway                  125 Algonquin Parkway                     Whippany
     20c           BSCMI          30-40 Leslie Court                     30-40 Leslie Court                        Whippany
     20d           BSCMI          145 Algonquin Parkway                  141-145 Algonquin Parkway                 Whippany
     20e           BSCMI          156 Algonquin Parkway                  156 Algonquin Parkway                     Whippany
     20f           BSCMI          341 Kaplan Drive                       341 Kaplan Drive                          Fairfield
     23            BSCMI          Palmetto Business Park                 2001 U.S. Highway 301                     Palmetto
     24            BSCMI          La Jolla Galleria                      7777 Fay Avenue                           La Jolla
     25            BSCMI          Triangle Plaza                         6083 - 6123 Capital Blvd.                 Raleigh
     30            BSCMI          Monticello Mall                        4058 State Route 42                       Monticello
     31            BSCMI          Bald Hill Plaza                        1245 Bald Hill Road (Route 2)             Warwick
     32            BSCMI          New Hampshire Tower                    1750 Elm Street                           Manchester
     37            BSCMI          Citiwide Storage                       45-55 Pearson Street                      Long Island City
     41            BSCMI          Washington Commons                     100 Washington Commons Drive              Evans
     43            BSCMI          3807 Wilshire Boulevard                3807 Wilshire Boulevard                   Los Angeles
     45            BSCMI          Green Valley Ranch Town Center         48th Avenue & Tower Road                  Denver
     49            BSCMI          Timbermill Building                    105 Daly Lane                             Snowmass Village
     51            BSCMI          Lake Worth Shopping Center             6302-6342 Lake Worth Boulevard            Lake Worth
     52            BSCMI          623 Stewart Avenue                     623 Stewart Avenue                        Garden City
     55            BSCMI          Bank of America - Texas Portfolio      Various                                   Various
     55a           BSCMI          Bank of America - Ennis                301 W. Knox & 305 W. Baylor               Ennis
     55b           BSCMI          Bank of America - Arlington            4220 W. Green Oaks Blvd.                  Arlington
     55c           BSCMI          Bank of America - Stephenville         115 N. Graham St. and 210 N. Graham St.   Stephenville
     55d           BSCMI          Bank of America - Paris                1161 Clarksville St. and 1160 Lamar Ave.  Paris
     55e           BSCMI          Bank of America - Hillsboro            100 East Elm St. and 302 South Waco St.   Hillsboro
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                                                                    P&I MONTHLY     IO MONTHLY
                                       ORIGINAL     CUT-OFF DATE        DEBT            DEBT       MORTGAGE    INTEREST ACCRUAL
    ID        STATE      ZIP CODE       BALANCE         BALANCE       SERVICE         SERVICE        RATE            BASIS
    --        -----      --------       -------         -------       -------         -------        ----            -----
<S>        <C>          <C>          <C>             <C>             <C>             <C>          <C>            <C>
     1      VA             22042      74,000,000      74,000,000      457,504         378,234      6.04950%       Actual/360
     3      DC             20004      50,000,000      49,936,265      307,314           NAP        5.99700%       Actual/360
     4      MD             21215      49,650,000      49,650,000        NAP           219,288      5.30000%         30/360
     5      OH             45236      48,000,000      48,000,000      278,239         220,217      5.43000%       Actual/360
     8      CA            Various     33,344,614      33,062,202      191,417           NAP        5.57000%       Actual/360
    8a      CA             95670      14,575,790      14,452,340
    8b      CA             95670      10,682,257      10,591,783
    8c      CA             95678       8,086,568       8,018,079
     9      CA             92832      28,050,000      28,050,000        NAP           118,979      5.09000%         30/360
    13      NC             28117      23,200,000      23,200,000        NAP           87,599       4.53100%         30/360
    16      Various       Various     18,500,000      18,349,252      113,007         96,520       6.17500%       Actual/360
    16a     NJ             07004      15,725,000      15,596,864
    16b     NC             27542       2,775,000       2,752,388
    17      CA             91506      18,325,000      18,290,257      107,955           NAP        5.83700%       Actual/360
    19      DE             19720      16,000,000      15,943,553      132,421           NAP        5.69800%         30/360
    20      NJ            Various     16,000,000      15,942,294      96,815            NAP        6.08600%       Actual/360
    20a     NJ             07936       6,400,000       6,376,917
    20b     NJ             07981       4,050,000       4,035,393
    20c     NJ             07981       1,700,000       1,693,869
    20d     NJ             07981       1,600,000       1,594,229
    20e     NJ             07981       1,400,000       1,394,951
    20f     NJ             07004        850,000         846,934
    23      FL             34221      15,000,000      14,968,270      109,140           NAP        6.19280%       Actual/360
    24      CA             92037      14,850,000      14,811,504      90,163            NAP        6.11800%       Actual/360
    25      NC             27616      14,200,000      14,200,000      83,102          69,299       5.77600%       Actual/360
    30      NY             12701      13,350,000      13,350,000        NAP           46,970       4.22200%         30/360
    31      RI             02886      13,100,000      13,064,748      78,205            NAP        5.96000%       Actual/360
    32      NH             03104      12,800,000      12,800,000      137,365           NAP        5.25500%       Actual/360
    37      NY             11101      10,730,403      10,730,403      90,375            NAP        5.97000%       Actual/360
    41      GA             30809       9,270,000       9,193,638      67,164            NAP        6.14000%       Actual/360
    43      CA             90010       8,400,000       8,391,329      49,341            NAP        5.81000%       Actual/360
    45      CO             80249       8,300,000       8,284,086      48,627            NAP        5.78600%       Actual/360
    49      CO             81615       7,400,000       7,392,649      44,808            NAP        6.07400%       Actual/360
    51      TX             76135       7,100,000       7,068,038      42,659            NAP        6.02000%       Actual/360
    52      NY             11530       7,000,000       7,000,000      42,194          35,782       6.05000%       Actual/360
    55      TX            Various      7,000,000       6,980,143      40,775            NAP        5.73300%       Actual/360
    55a     TX             75119       1,829,736       1,824,546
    55b     TX             76016       1,745,803       1,740,851
    55c     TX             76401       1,477,219       1,473,029
    55d     TX             75460       1,141,487       1,138,249
    55e     TX             76645        805,755         803,469
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                     STATED
                                                                   REMAINING
                                                 ORIGINAL TERM      TERM TO      ORIGINAL       REMAINING      CROSSED
                       ARD LOAN   MATURITY DATE   TO MATURITY     MATURITY OR  AMORTIZATION    AMORTIZATION   WITH OTHER    CROSSED
ID  SELLER LOAN NUMBE    (Y/N)       OR ARD      OR ARD (MOS.)     ARD (MOS.)  TERM (MOS.)     TERM (MOS.)      LOANS       LOAN ID
--  -----------------    -----       ------      -------------     ----------  -----------     -----------      -----       -------
<S>       <C>           <C>       <C>            <C>             <C>           <C>             <C>              <C>        <C>
 1        40405           No        07/01/14          120             117         336             336            No
 3        41217           Yes       04/01/19          180             174         360             354            No
 4        41103           No        09/01/09          60              59           0               0             No
 5        40484           No        08/01/14          120             118         336             336            No
 8        40149           No        11/01/10          81              73          357             349            No
8a        40149
8b        40149
8c        40149
 9        41255           No        08/01/09          60              58           0               0             No
13        39917           No        02/01/09          60              52           0               0             No
16        38120           No        10/01/13          120             108         360             351            No
16a       38120
16b       38120
17        40619           No        08/01/14          120             118         360             358            No
19        40325           No        09/01/19          180             179         180             179            No
20        39827           Yes       06/01/14          120             116         360             356            No
20a       39827
20b       39827
20c       39827
20d       39827
20e       39827
20f       39827
23        37838           No        08/01/13          107             106         240             239            No
24        40835           No        07/01/14          120             117         360             357            No
25        40743           No        09/01/14          120             119         360             360            No
30        40720           No        07/01/09          60              57           0               0             No
31        40946           No        07/01/14          120             117         360             357            No
32        40781           No        10/01/14          120             120         120             120            No
37        38979           Yes       10/01/13          108             108         180             180            No
41        40319           No        06/01/14          120             116         240             236            No
43        40804           No        09/01/14          120             119         360             359            No
45        39932           No        08/01/14          120             118         360             358            No
49        41448           No        07/01/14          118             117         358             357            No
51        40096           No        05/01/14          120             115         360             355            No
52        40054           No        07/01/14          120             117         360             360            No
55        40761           No        10/31/12          100             97          360             357            No
55a       40761
55b       40761
55c       40761
55d       40761
55e       40761
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                      OWNERSHIP         ADMINISTRATIVE FEE
    ID               PREPAYMENT PROVISIONS (# OF PAYMENTS)             INTEREST                RATE              DUE DATE
    --               -------------------------------------             --------                ----              --------
<S>          <C>                                                 <C>                      <C>                    <C>
     1        LO(49)/Defeasance(70)/Open(1)                       Fee                        0.07250%               1st
     3        LO(37)/Defeasance(137)/YM(5)/Open(1)                Fee                        0.06250%               1st
     4        LO(35)/Gtr 1% or YM(23)/Open(2)                     Fee                        0.03250%               1st
     5        LO(26)/Defeasance(93)/Open(1)                       Fee                        0.03250%               1st
     8        LO(32)/Defeasance(48)/Open(1)                       Fee                        0.03250%               1st
    8a                                                            Fee
    8b                                                            Fee
    8c                                                            Fee
     9        LO(35)/Gtr 1% or YM(23)/Open(2)                     Leasehold                  0.03250%               1st
    13        LO(35)/Gtr 1% or YM(23)/Open(2)                     Fee                        0.03250%               1st
    16        LO(48)/Defeasance(71)/Open(1)                       Fee                        0.03250%               1st
    16a                                                           Fee
    16b                                                           Fee
    17        LO(26)/Defeasance(93)/Open(1)                       Fee                        0.03250%               1st
    19        LO(25)/Gtr 1% or YM(154)/Open(1)                    Leasehold                  0.07250%               1st
    20        LO(47)/Defeasance(72)/Open(1)                       Fee                        0.03250%               1st
    20a                                                           Fee
    20b                                                           Fee
    20c                                                           Fee
    20d                                                           Fee
    20e                                                           Fee
    20f                                                           Fee
    23        LO(25)/Defeasance(81)/Open(1)                       Fee                        0.03250%               1st
    24        LO(27)/Flex (92)/Open(1)                            Fee                        0.03250%               1st
    25        LO(25)/Defeasance(92)/Open(3)                       Fee                        0.03250%               1st
    30        LO(35)/Gtr 1% or YM(23)/Open(2)                     Fee                        0.03250%               1st
    31        LO(27)/Defeasance(92)/Open(1)                       Fee                        0.03250%               1st
    32        LO(24)/Defeasance(95)/Open(1)                       Fee                        0.03250%               1st
    37        LO(24)/Defeasance(77)/Open(7)                       Leasehold                  0.03250%               1st
    41        LO(35)/Gtr 1% or YM(81)/Open(4)                     Fee                        0.03250%               1st
    43        LO(47)/Defeasance(72)/Open(1)                       Fee/Leasehold              0.03250%               1st
    45        LO(23)/Gtr 1% or YM(96)/Open(1)                     Fee                        0.03250%               1st
    49        LO(48)/Defeasance(69)/Open(1)                       Fee                        0.03250%               1st
    51        LO(47)/Defeasance(72)/Open(1)                       Fee                        0.03250%               1st
    52        LO(27)/Defeasance(92)/Open(1)                       Fee                        0.04650%               1st
    55        LO(27)/Defeasance(70)/Open(3)                       Fee                        0.03250%               1st
    55a                                                           Fee
    55b                                                           Fee
    55c                                                           Fee
    55d                                                           Fee
    55e                                                           Fee
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                    INITIAL MASTER
                                                                                                  INITIAL MASTER    SERVICING FEE
    ID      GRACE PERIOD     LETTER OF CREDIT     LETTER OF CREDIT DESCRIPTION    LOAN GURANTOR      SERVICER            RATE
    --      ------------     ----------------     ----------------------------    -------------      --------            ----
<S>       <C>               <C>                  <C>                             <C>               <C>               <C>
     1           0                                                                                     WFB             0.07000%
     3           0                                                                                     WFB             0.03000%
     4           5                                                                                     WFB             0.03000%
     5           5                                                                                     WFB             0.03000%
     8           0                                                                                     WFB             0.03000%
    8a                                                                                                 WFB
    8b                                                                                                 WFB
    8c                                                                                                 WFB
     9           5                                                                                     WFB             0.03000%
    13           5                                                                                     WFB             0.03000%
    16           5                                                                                     WFB             0.03000%
    16a                                                                                                WFB
    16b                                                                                                WFB
    17           5                                                                                     WFB             0.03000%
    19           5                                                                                     WFB             0.07000%
    20           5                                                                                     WFB             0.03000%
    20a                                                                                                WFB
    20b                                                                                                WFB
    20c                                                                                                WFB
    20d                                                                                                WFB
    20e                                                                                                WFB
    20f                                                                                                WFB
    23           5                                                                                     WFB             0.03000%
    24           5                                                                                     WFB             0.03000%
    25           5                                                                                     WFB             0.03000%
    30           5                                                                                     WFB             0.03000%
    31           5                                                                                     WFB             0.03000%
    32           5                                                                                     WFB             0.03000%
    37           5                                                                                     WFB             0.03000%
    41           5                                                                                     WFB             0.03000%
    43           5                                                                                     WFB             0.03000%
    45           5                                                                                     WFB             0.03000%
    49           5                                                                                     WFB             0.03000%
    51           5                                                                                     WFB             0.03000%
    52           5                                                                                     WFB             0.04400%
    55           5                                                                                     WFB             0.03000%
    55a                                                                                                WFB
    55b                                                                                                WFB
    55c                                                                                                WFB
    55d                                                                                                WFB
    55e                                                                                                WFB
</TABLE>

<PAGE>

                                  SCHEDULE I-C

                      SCHEDULE OF WFB POOLED MORTGAGE LOANS






































                                    S-I-C-1

<PAGE>

<TABLE>
<CAPTION>
     ID              POOLED MORTGAGE LOAN SELLER       PROPERTY NAME
--------------  ------------------------------------ ------------------------------------------------------------
<S>                     <C>                         <C>
      2                         WFB                  The Summit Louisville
      7                         WFB                  World Apparel Center
     18                         WFB                  Stoneridge Medical Center
     21                         WFB                  Pickering Square Shopping Center
     26                         WFB                  Park Meadows MHC
     36                         WFB                  Southern Wine & Spirits Distribution Building
     38                         WFB                  Civic Park Plaza
     40                         WFB                  Annapolis Commerce Park East
     47                         WFB                  Arcade Garage
     54                         WFB                  Pear Tree Shopping Center
     56                         WFB                  Briarwood Apartments
     66                         WFB                  Polaris Neighborhood Center
     70                         WFB                  1100-1102 John Reed Court Industrial
     71                         WFB                  Ventura Gateway Shopping Center
     72                         WFB                  Scholar's Quad Apartments
     73                         WFB                  Hawaiian Village Apartments
     74                         WFB                  Carneros Self Storage
     75                         WFB                  A-American Santa Maria
     76                         WFB                  The Willows
     77                         WFB                  North Orchard Plaza
     78                         WFB                  Planet Self Storage Boston
     79                         WFB                  The Atrium at 1333 McDermott
     82                         WFB                  The Shoppes at Park Place
     84                         WFB                  Woodlands Village Self Storage
     85                         WFB                  Glendora Apartments
     87                         WFB                  Creekside at Columbine
     88                         WFB                  North County Apartment Portfolio
     91                         WFB                  Garden Square Center
     92                         WFB                  Sportsman's Warehouse
     94                         WFB                  630 San Ramon Valley Road
     95                         WFB                  Campbell Station Shopping Center
     96                         WFB                  County Fair Mobile Estates
     97                         WFB                  City View MHC
     98                         WFB                  Bird Avenue Self Storage
     99                         WFB                  Plaza 88
     101                        WFB                  Metro Centre Industrial
     102                        WFB                  Days Inn
     103                        WFB                  Loews Cineplex Layton
     105                        WFB                  Country Club Apartments
     106                        WFB                  Natomas Crossing
     107                        WFB                  Taxi Office Building
     108                        WFB                  Park Manor
     110                        WFB                  Encino Crossing
     111                        WFB                  Pheasant Ridge Mobile Estates
     112                        WFB                  Bernal Self Storage
     113                        WFB                  American Mini Storage VIII
     114                        WFB                  Westview Village Apartments
     115                        WFB                  Western Reserve Village
     116                        WFB                  7941-7951 Granger Road
     117                        WFB                  Barbizon Plaza
     118                        WFB                  Creekside Apartments
     119                        WFB                  10635 Vanowen Industrial Building
     120                        WFB                  1420 & 1426 East Route 66
     121                        WFB                  10201 N Scottsdale Rd
     122                        WFB                  Alluvial Office Complex
     123                        WFB                  Meridian Plaza
     124                        WFB                  Westwood Apartments
     125                        WFB                  Lakeville Business Center
     126                        WFB                  Gunite Corporation Building
     127                        WFB                  CVS Raleigh
     128                        WFB                  Executive Drive Industrial
     129                        WFB                  All Star Self Storage
     130                        WFB                  461-463 Bush Street

<PAGE>

<CAPTION>
   ID     ADDRESS
-------- ---------------------------------------------------------------------------------------------------------------------------
<S>       <C>
      2   4300 Summit Plaza Drive
      7   1411 Broadway
     18   166 Stoneridge Drive
     21   1802 - 1810 12th Avenue , NW
     26   7040 N. 110th Plaza
     36   33201 Dowe Avenue
     38   1111 Civic Drive
     40   2001, 2003, 2009 & 2011 Commerce Park Drive
     47   66 Weybossett Street
     54   504 - 570 Perkins and 126 - 132 North Orchard Ave.
     56   1340 Briarwood Drive
     66   2101-2145 Polaris Parkway
     70   1100-1102 John Reed Court
     71   2855-2897 Johnson Drive
     72   2700-2724 E 10th St
     73   998 Church Street
     74   24270 Arnold Drive
     75   401 Farnel Road
     76   146 Willpark Drive
     77   32525-32555, 32617-32621 Northwestern Highway and 32673 Clairview Drive
     78   33 Traveler Street
     79   1333 W. McDermott Drive
     82   25203 - 25309 Evergreen Road
     84   1501 W. Forest Meadow St.
     85   1300,1318,1326 Overland Dr.
     87   5901-5961 South Middlefield Road
     88   2A - 54D Teson Garden Walk; 4110 - 4130 & 4152 - 4156 Geraldine Ave, 4134 - 4142 & 4146 - 4148 Parc Chalet Drive and
          4101-4126 Esseldale Drive
     91   47 East 7200 South
     92   6603 W. Canal Drive
     94   630 San Ramon Valley Boulevard
     95   5000 - 5028 Spedale Court
     96   270 Umbarger Road
     97   4303 75th Street
     98   1140 Bird Avenue
     99   3701 & 3719 88th Street NE
     101  1415 South 700 West
     102  1000 Airport Blvd
     103  728 West 1425 North Street
     105  765, 775, 785, 805, 815 School Road NW
     106  4000 Truxel Road
     107  3455 Ringsby Court
     108  1526 & 1650 Birchwood Ave.
     110  1662 Encino Rio
     111  7075 Clark Road
     112  6020 Monterey Highway
     113  10400 W. McDowell Road
     114  501, 511, and 521  Westview Drive
     115  3250 Albrecht Avenue
     116  7941-7951 Granger Road  (SR17)
     117  4029 - 4049 NE Sandy Boulevard
     118  1540 Russian Jack Drive
     119  10635 - 10665 Vanowen Street
     120  1420 & 1426 East Route 66
     121  10201 N. Scottsdale Road
     122  545 E. Alluvial Avenue
     123  4227 South Meridian
     124  1241 W. Hillsdale Blvd.
     125  21021 Heron Way
     126  1287 Earthway Drive
     127  3914 Capital Blvd.
     128  10718-10790 West Executive Drive
     129  8969 West Grand Avenue
     130  461-463 Bush Street

<PAGE>

<CAPTION>


     ID                     CITY                          STATE      ZIP CODE         ORIGINAL BALANCE
------------------------------------------------------   -------    ---------        ------------------
<S>           <C>                                         <C>          <C>              <C>
      2       Louisville                                   KY          40241             54,795,000
      7       New York                                     NY          10018             37,230,000
     18       Columbia                                     SC          29210             17,600,000
     21       Issaquah                                     WA          98027             15,700,000
     26       Omaha                                        NE          68142             14,150,000
     36       Union City                                   CA          94587             11,200,000
     38       Walnut Creek                                 CA          94596             10,000,000
     40       Annapolis                                    MD          21401             9,500,000
     47       Providence                                   RI          02110             7,800,000
     54       Ukiah                                        CA          95482             7,000,000
     56       Waterford Township                           MI          48327             6,750,000
     66       Columbus                                     OH          43240             5,100,000
     70       City of Industry                             CA          91745             4,500,000
     71       Ventura                                      CA          93003             4,325,000
     72       Bloomington                                  IN          47408             4,300,000
     73       Ventura                                      CA          93001             4,250,000
     74       Sonoma                                       CA          95476             4,000,000
     75       Santa Maria                                  CA          93454             3,975,000
     76       Akron                                        OH          44312             3,920,000
     77       Farmington Hills                             MI          48334             3,850,000
     78       Boston                                       MA          2118              3,840,000
     79       Allen                                        TX          75013             3,750,000
     82       Southfield                                   MI          48075             3,600,000
     84       Flagstaff                                    AZ          86001             3,500,000
     85       San Mateo                                    CA          94403             3,500,000
     87       Columbine Valley                             CO          80123             3,300,000
     88       St. Ann/Hazelwood                            MO       63074/63042          3,250,000
     91       Midvale                                      UT          84047             3,150,000
     92       Kennewick                                    WA          99336             3,100,000
     94       Danville                                     CA          94526             3,000,000
     95       Spring Hill                                  TN          37174             3,000,000
     96       San Jose                                     CA          95111             3,000,000
     97       Kenosha                                      WI          53142             2,800,000
     98       San Jose                                     CA          95125             2,800,000
     99       Marysville                                   WA          98270             2,780,000
     101      Salt Lake City                               UT          84104             2,700,000
     102      Morrisville                                  NC          27650             2,500,000
     103      Layton                                       UT          84041             2,450,000
     105      Hutchinson                                   MN          55350             2,400,000
     106      Sacramento                                   CA          95834             2,300,000
     107      Denver                                       CO          80216             2,260,000
     108      Bellingham                                   WA          98225             2,200,000
     110      San Antonio                                  TX          78259             2,137,500
     111      Paradise                                     CA          95969             2,080,000
     112      San Jose                                     CA          95138             2,000,000
     113      Avondale                                     AZ          85323             2,000,000
     114      Hastings                                     MN          55033             2,000,000
     115      Akron                                        OH          44312             1,920,000
     116      Valley View                                  OH          44125             1,650,000
     117      Portland                                     OR          97212             1,630,000
     118      Anchorage                                    AK          99508             1,600,000
     119      Los Angeles (North Hollywood)                CA          91505             1,600,000
     120      Flagstaff                                    AZ          86001             1,415,000
     121      Scottsdale                                   AZ          85253             1,400,000
     122      Fresno                                       CA          93720             1,400,000
     123      Puyallup                                     WA          98373             1,400,000
     124      San Mateo                                    CA          94403             1,390,000
     125      Lakeville                                    MN          55044             1,300,000
     126      Bristol                                      IN          46507             1,290,000
     127      Raleigh                                      NC          27604             1,205,000
     128      Boise                                        ID          83713             1,100,000
     129      Peoria                                       AZ          85345             1,050,000
     130      San Francisco                                CA          94108             1,000,000

<PAGE>


<CAPTION>
                                              P&I MONTHLY DEBT         IO MONTHLY DEBT
     ID         CUT-OFF DATE BALANCE            SERVICE                   SERVICE               MORTGAGE RATE
----------  ----------------------------  ------------------------ ------------------------  -----------------
<S>                 <C>                          <C>                       <C>                    <C>
      2             54,795,000                      NAP                    249,076                5.38000%
      7             37,230,000                    211,435                  173,070                5.50200%
     18             17,371,400                    123,969                    NAP                  5.79000%
     21             15,662,258                    98,513                     NAP                  6.43000%
     26             14,150,000                    81,500                   67,309                 5.63000%
     36             11,167,987                    65,005                     NAP                  5.70000%
     38              9,954,354                    60,043                     NAP                  5.27000%
     40              9,463,011                    55,379                     NAP                  5.74000%
     47              7,769,520                    58,155                     NAP                  6.50000%
     54              6,983,954                    37,364                     NAP                  4.95000%
     56              6,731,190                    39,649                     NAP                  5.81000%
     66              5,067,647                    30,202                     NAP                  5.13000%
     70              4,461,527                    28,446                     NAP                  5.80000%
     71              4,308,676                    28,772                     NAP                  6.34000%
     72              4,288,779                    26,030                     NAP                  6.09000%
     73              4,238,988                    28,141                     NAP                  6.29000%
     74              4,000,000                    23,982                   20,278                 6.00000%
     75              3,962,899                    24,055                     NAP                  5.35000%
     76              3,920,000                    23,351                   19,674                 5.94000%
     77              3,850,000                    21,141                   16,915                 5.20000%
     78              3,820,059                    25,474                     NAP                  6.31000%
     79              3,740,513                    23,016                     NAP                  6.22000%
     82              3,600,000                    20,080                   16,243                 5.34000%
     84              3,493,771                    21,255                     NAP                  6.12000%
     85              3,490,823                    21,142                     NAP                  6.07000%
     87              3,293,939                    19,743                     NAP                  5.98000%
     88              3,226,764                    18,453                     NAP                  5.50000%
     91              3,128,446                    18,283                     NAP                  5.70000%
     92              3,061,988                    20,259                     NAP                  6.15000%
     94              2,991,755                    17,737                     NAP                  5.87000%
     95              2,985,084                    17,185                     NAP                  5.58000%
     96              2,967,761                    24,116                     NAP                  5.25000%
     97              2,800,000                    16,680                   14,053                 5.94000%
     98              2,789,074                    16,304                     NAP                  5.73000%
     99              2,768,352                    15,611                     NAP                  5.40000%
     101             2,665,357                    17,199                     NAP                  5.88000%
     102             2,491,870                    21,984                     NAP                  6.65000%
     103             2,426,189                    21,127                     NAP                  6.34000%
     105             2,393,217                    15,157                     NAP                  5.79000%
     106             2,294,334                    14,281                     NAP                  6.33000%
     107             2,254,580                    14,196                     NAP                  6.44000%
     108             2,193,210                    12,299                     NAP                  5.36000%
     110             2,129,376                    12,610                     NAP                  5.85000%
     111             2,069,960                    10,813                     NAP                  4.72000%
     112             1,994,257                    11,583                     NAP                  5.68000%
     113             1,992,672                    13,504                     NAP                  6.50000%
     114             1,978,779                    16,225                     NAP                  5.39000%
     115             1,920,000                    11,437                    9,636                 5.94000%
     116             1,636,601                    12,060                     NAP                  6.25000%
     117             1,623,537                    10,572                     NAP                  6.07000%
     118             1,594,928                     8,825                     NAP                  5.24000%
     119             1,589,740                     9,583                     NAP                  5.99000%
     120             1,412,724                     9,000                     NAP                  6.56000%
     121             1,396,813                     8,988                     NAP                  6.65000%
     122             1,396,424                     8,556                     NAP                  6.18000%
     123             1,395,831                     7,967                     NAP                  5.52000%
     124             1,386,568                     8,622                     NAP                  6.32000%
     125             1,291,994                     7,836                     NAP                  5.31000%
     126             1,285,549                     7,993                     NAP                  5.93000%
     127             1,201,900                     7,341                     NAP                  6.15000%
     128             1,088,231                     7,290                     NAP                  6.30000%
     129             1,045,513                     6,542                     NAP                  5.65000%
     130              993,634                      8,766                     NAP                  6.60000%

<PAGE>


<CAPTION>

                                                                                                     MATURITY DATE OR
     ID      INTEREST ACCRUAL BASIS             SELLER LOAN NUMBER             ARD LOAN (Y/N)               ARD
---------- ----------------------------  ---------------------------------- ---------------------  -------------------
<S>                       <C>                       <C>                             <C>                   <C>
      2            Actual/360                       310901600                        No                   06/01/11
      7            Actual/360                       510901689                        No                   07/07/14
     18            Actual/360                       610901457                        No                   04/01/19
     21            Actual/360                       310901189                        No                   07/01/14
     26            Actual/360                       310901624                        No                   07/01/11
     36            Actual/360                       310901578                        No                   07/01/11
     38            Actual/360                       310901586                        No                   07/01/11
     40            Actual/360                       310901594                        No                   06/01/14
     47            Actual/360                       310901666                        No                   08/01/24
     54            Actual/360                       310901538                        No                   08/01/14
     56            Actual/360                       310901633                        No                   07/01/14
     66            Actual/360                       310901574                        No                   06/01/13
     70            Actual/360                       310901508                        No                   04/01/14
     71            Actual/360                       610901555                        No                   07/01/14
     72            Actual/360                       610901531                        No                   07/01/14
     73            Actual/360                       610901489                        No                   08/01/14
     74            Actual/360                       410901653                        No                   08/01/14
     75            Actual/360                       410901700                        No                   08/01/09
     76            Actual/360                       310901625                        No                   07/01/14
     77            Actual/360                       310901562                        No                   07/01/14
     78            Actual/360                       620901548                        No                   06/01/14
     79            Actual/360                       410901542                        No                   07/01/14
     82            Actual/360                       310901563                        No                   07/01/14
     84            Actual/360                       620901635                        No                   08/01/14
     85            Actual/360                       410901589                        No                   07/01/14
     87            Actual/360                       410901610                        No                   08/01/14
     88            Actual/360                       410901403                        No                   03/01/14
     91            Actual/360                       410901463                        No                   03/01/14
     92            Actual/360                       410901409                        No                   01/01/14
     94            Actual/360                       620901608                        No                   07/01/14
     95            Actual/360                       410901512                        No                   05/01/14
     96            Actual/360                       410901576                        No                   07/01/19
     97            Actual/360                       310901623                        No                   07/01/14
     98            Actual/360                       410901602                        No                   06/01/14
     99            Actual/360                       410901537                        No                   06/01/14
     101           Actual/360                       410901404                        No                   01/01/14
     102           Actual/360                       310901652                        No                   09/01/19
     103           Actual/360                       410901609                        No                   07/01/19
     105           Actual/360                       410901648                        No                   08/01/14
     106           Actual/360                       410901651                        No                   07/01/14
     107           Actual/360                       410901573                        No                   07/01/14
     108           Actual/360                       410901583                        No                   07/01/14
     110           Actual/360                       410901564                        No                   06/01/14
     111           Actual/360                       410901572                        No                   06/01/11
     112           Actual/360                       410901603                        No                   07/01/14
     113           Actual/360                       410901466                        No                   07/01/14
     114           Actual/360                       410901613                        No                   07/01/14
     115           Actual/360                       310901626                        No                   07/01/14
     116           Actual/360                       410901560                        No                   06/01/14
     117           Actual/360                       410901592                        No                   07/01/14
     118           Actual/360                       410901497                        No                   07/01/11
     119           Actual/360                       410901430                        No                   03/01/14
     120           Actual/360                       410901505                        No                   08/01/14
     121           Actual/360                       410901606                        No                   07/01/14
     122           Actual/360                       410901599                        No                   07/01/14
     123           Actual/360                       410901552                        No                   07/01/14
     124           Actual/360                       410901590                        No                   07/01/14
     125           Actual/360                       410901553                        No                   06/01/14
     126           Actual/360                       620901601                        No                   07/01/09
     127           Actual/360                       410901621                        No                   07/01/14
     128           Actual/360                       410901420                        No                   02/01/14
     129           Actual/360                       620901584                        No                   07/01/14
     130           Actual/360                       410901611                        No                   08/01/19


<PAGE>

<CAPTION>
                                                 STATED REMAINING            ORIGINAL               REMAINING
                ORIGINAL TERM TO MATURITY OR     TERM TO MATURITY       AMORTIZATION TERM      AMORTIZATION TERM
     ID                    ARD (MOS)               OR ARD (MOS.)              (MOS.)                 (MOS.)
------------  -------------------------------- ---------------------- --------------------   -------------------------
<S>                           <C>                       <C>                      <C>                    <C>
      2                       84                        80                       0                      0
      7                       120                       117                     360                    360
     18                       180                       174                     240                    234
     21                       120                       117                     360                    357
     26                       84                        81                      360                    360
     36                       84                        81                      360                    357
     38                       84                        81                      300                    297
     40                       120                       116                     360                    356
     47                       240                       238                     240                    238
     54                       120                       118                     360                    358
     56                       120                       117                     360                    357
     66                       108                       104                     300                    296
     70                       120                       114                     300                    294
     71                       120                       117                     300                    297
     72                       120                       117                     360                    357
     73                       120                       118                     300                    298
     74                       120                       118                     360                    360
     75                       60                        58                      300                    298
     76                       120                       117                     360                    360
     77                       120                       117                     360                    360
     78                       120                       116                     300                    296
     79                       120                       117                     360                    357
     82                       120                       117                     360                    360
     84                       120                       118                     360                    358
     85                       120                       117                     360                    357
     87                       120                       118                     360                    358
     88                       120                       113                     360                    353
     91                       120                       113                     360                    353
     92                       120                       111                     300                    291
     94                       120                       117                     360                    357
     95                       120                       115                     360                    355
     96                       180                       177                     180                    177
     97                       120                       117                     360                    360
     98                       120                       116                     360                    356
     99                       120                       116                     360                    356
     101                      120                       111                     300                    291
     102                      180                       179                     180                    179
     103                      180                       177                     180                    177
     105                      120                       118                     300                    298
     106                      120                       117                     360                    357
     107                      120                       117                     360                    357
     108                      120                       117                     360                    357
     110                      120                       116                     360                    356
     111                      84                        80                      360                    356
     112                      120                       117                     360                    357
     113                      120                       117                     300                    297
     114                      120                       117                     180                    177
     115                      120                       117                     360                    360
     116                      120                       116                     240                    236
     117                      120                       117                     300                    297
     118                      84                        81                      360                    357
     119                      120                       113                     360                    353
     120                      120                       118                     360                    358
     121                      120                       117                     360                    357
     122                      120                       117                     360                    357
     123                      120                       117                     360                    357
     124                      120                       117                     360                    357
     125                      120                       116                     300                    296
     126                      60                        57                      324                    321
     127                      120                       117                     360                    357
     128                      120                       112                     300                    292
     129                      120                       117                     300                    297
     130                      180                       178                     180                    178


<PAGE>


<CAPTION>

               CROSSED WITH      CROSSED LOAN
     ID         OTHER LOANS            ID                 PREPAYMENT PROVISIONS (# OF PAYMENTS)        OWNERSHIP INTEREST
----------   -----------------  -----------------  ----------------------------------------------  ------------------------
<S>                <C>                             <C>                                              <C>
      2             No                             LO(28)/Gtr 1% or YM(52)/Open(4)                  Fee
      7             No                             LO(27)/Defeasance(89)/Open(4)                    Fee
     18             No                             LO(35)/Defeasance(143)/Open(2)                   Fee
     21             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     26             No                             LO(35)/Gtr 1% or YM(45)/Open(4)                  Fee
     36             No                             LO(35)/Defeasance(45)/Open(4)                    Fee
     38             No                             LO(35)/Defeasance(47)/Open(2)                    Fee
     40             No                             LO(35)/Defeasance(83)/Open(2)                    Fee
     47             No                             LO(35)/Defeasance(201)/Open(4)                   Fee
     54             No                             LO(35)/Flex(81)/Open(4)                          Fee
     56             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     66             No                             LO(35)/Defeasance(69)/Open(4)                    Fee
     70             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     71             No                             LO(35)/Flex(81)/Open(4)                          Leasehold
     72             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     73             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     74             No                             LO(35)/Defeasance(83)/Open(2)                    Fee
     75             No                             LO(35)/Flex(21)/Open(4)                          Fee
     76             No                             LO(35)/Gtr 1% or YM(81)/Open(4)                  Fee
     77             No                             LO(47)/Defeasance(66)/Open(7)                    Fee
     78             No                             LO(35)/Flex(80)/Open(5)                          Fee
     79             No                             LO(35)/Flex(81)/Open(4)                          Fee
     82             No                             LO(47)/Defeasance(66)/Open(7)                    Fee
     84             No                             LO(35)/Flex(81)/Open(4)                          Fee
     85             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     87             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     88             No                             LO(35)/Flex(81)/Open(4)                          Fee
     91             No                             LO(35)/Flex(81)/Open(4)                          Fee
     92             No                             LO(35)/Flex(81)/Open(4)                          Fee
     94             No                             LO(35)/Flex(81)/Open(4)                          Fee
     95             No                             LO(35)/Flex(81)/Open(4)                          Fee
     96             No                             LO(35)/Flex(141)/Open(4)                         Fee
     97             No                             LO(35)/Gtr 1% or YM(81)/Open(4)                  Fee
     98             No                             LO(35)/Flex(81)/Open(4)                          Fee
     99             No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     101            No                             LO(35)/Flex(81)/Open(4)                          Fee
     102            No                             LO(35)/Gtr 1% or YM(141)/Open(4)                 Fee
     103            No                             LO(35)/Defeasance(141)/Open(4)                   Fee
     105            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     106            No                             LO(35)/Flex(81)/Open(4)                          Fee
     107            No                             LO(35)/Flex(81)/Open(4)                          Fee
     108            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     110            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     111            No                             LO(35)/Defeasance(45)/Open(4)                    Fee
     112            No                             LO(35)/Flex(81)/Open(4)                          Fee
     113            No                             LO(35)/Flex(81)/Open(4)                          Fee
     114            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     115            No                             LO(35)/Gtr 1% or YM(81)/Open(4)                  Fee
     116            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     117            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     118            No                             LO(35)/Flex(45)/Open(4)                          Fee
     119            No                             LO(35)/Flex(81)/Open(4)                          Fee
     120            No                             LO(35)/Flex(81)/Open(4)                          Fee
     121            No                             LO(35)/Flex(81)/Open(4)                          Fee
     122            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     123            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     124            No                             LO(34)/Defeasance(82)/Open(4)                    Fee
     125            No                             LO(35)/Defeasance(81)/Open(4)                    Fee
     126            No                             LO(35)/Flex(21)/Open(4)                          Fee
     127            No                             LO(35)/Flex(81)/Open(4)                          Fee
     128            No                             LO(35)/Flex(81)/Open(4)                          Fee
     129            No                             LO(35)/Flex(81)/Open(4)                          Fee
     130            No                             LO(35)/Defeasance(141)/Open(4)                   Fee


<PAGE>


<CAPTION>
     ID      ADMINISTRATIVE FEE RATE         DUE DATE               GRACE PERIOD                      LETTER OF CREDIT
---------- -----------------------------  --------------- ----------------------------------  ----------------------------------
<S>                  <C>                       <C>                        <C>                          <C>
      2              0.03250%                  1st                        5
      7              0.05250%                  7th                        0
     18              0.08250%                  1st                        5                                 $3,070,000
     21              0.03250%                  1st                        5
     26              0.03250%                  1st                        5
     36              0.03250%                  1st                        5
     38              0.03250%                  1st                        5
     40              0.03250%                  1st                        5
     47              0.03250%                  1st                        5
     54              0.03250%                  1st                        5
     56              0.03250%                  1st                        5
     66              0.03250%                  1st                        5
     70              0.03250%                  1st                        5
     71              0.08250%                  1st                        5
     72              0.03250%                  1st                        5
     73              0.08250%                  1st                        5
     74              0.03250%                  1st                        5
     75              0.03250%                  1st                        5
     76              0.03250%                  1st                        5
     77              0.03250%                  1st                        5
     78              0.08250%                  1st                        5
     79              0.03250%                  1st                        5
     82              0.03250%                  1st                        5
     84              0.08250%                  1st                        5
     85              0.03250%                  1st                        5
     87              0.03250%                  1st                        5
     88              0.05250%                  1st                        5
     91              0.05250%                  1st                        5
     92              0.05250%                  1st                        5
     94              0.06250%                  1st                        5
     95              0.06250%                  1st                        5
     96              0.06250%                  1st                        5
     97              0.06250%                  1st                        5
     98              0.06250%                  1st                        5
     99              0.06250%                  1st                        5
     101             0.07250%                  1st                        5
     102             0.08250%                  1st                       15
     103             0.08250%                  1st                        5
     105             0.08250%                  1st                        5
     106             0.08250%                  1st                        5
     107             0.08250%                  1st                        5
     108             0.10250%                  1st                        5
     110             0.10250%                  1st                        5
     111             0.10250%                  1st                        5
     112             0.15250%                  1st                        5
     113             0.15250%                  1st                        5
     114             0.15250%                  1st                        5
     115             0.15250%                  1st                        5
     116             0.15250%                  1st                        5
     117             0.15250%                  1st                        5
     118             0.15250%                  1st                        5
     119             0.15250%                  1st                        5
     120             0.15250%                  1st                        5
     121             0.15250%                  1st                        5
     122             0.15250%                  1st                        5
     123             0.15250%                  1st                        5
     124             0.15250%                  1st                        5
     125             0.15250%                  1st                        5
     126             0.20250%                  1st                        5
     127             0.20250%                  1st                       15
     128             0.20250%                  1st                        5
     129             0.25250%                  1st                        5
     130             0.20250%                  1st                        5


<PAGE>


<CAPTION>
                                                                                                                   INITIAL MASTER
                                                                                              INITIAL MASTER      SERVICING FEE
     ID                       LETTER OF CREDIT DESCRIPTION                 LOAN GURANTOR        SERVICER               RATE
---------- ------------------------------------------------------------  -----------------  -----------------  ---------------------
<S>        <C>                                                             <C>                    <C>                <C>
      2                                                                                             WFB              0.03000%
      7                                                                                             WFB              0.03000%
     18    Letter of Credit for Holdback and Parking Expansion Escrow                               WFB              0.08000%
     21                                                                                             WFB              0.03000%
     26                                                                                             WFB              0.03000%
     36                                                                                             WFB              0.03000%
     38                                                                                             WFB              0.03000%
     40                                                                                             WFB              0.03000%
     47                                                                                             WFB              0.03000%
     54                                                                                             WFB              0.03000%
     56                                                                                             WFB              0.03000%
     66                                                                                             WFB              0.03000%
     70                                                                                             WFB              0.03000%
     71                                                                                             WFB              0.08000%
     72                                                                                             WFB              0.03000%
     73                                                                                             WFB              0.08000%
     74                                                                                             WFB              0.03000%
     75                                                                                             WFB              0.03000%
     76                                                                                             WFB              0.03000%
     77                                                                                             WFB              0.03000%
     78                                                                                             WFB              0.08000%
     79                                                                                             WFB              0.03000%
     82                                                                                             WFB              0.03000%
     84                                                                                             WFB              0.08000%
     85                                                                                             WFB              0.03000%
     87                                                                                             WFB              0.03000%
     88                                                                                             WFB              0.05000%
     91                                                                                             WFB              0.05000%
     92                                                                                             WFB              0.05000%
     94                                                                                             WFB              0.06000%
     95                                                                                             WFB              0.06000%
     96                                                                                             WFB              0.06000%
     97                                                                                             WFB              0.06000%
     98                                                                                             WFB              0.06000%
     99                                                                                             WFB              0.06000%
     101                                                                                            WFB              0.07000%
     102                                                                                            WFB              0.08000%
     103                                                                                            WFB              0.08000%
     105                                                                                            WFB              0.08000%
     106                                                                                            WFB              0.08000%
     107                                                                                            WFB              0.08000%
     108                                                                                            WFB              0.10000%
     110                                                                                            WFB              0.10000%
     111                                                                                            WFB              0.10000%
     112                                                                                            WFB              0.15000%
     113                                                                                            WFB              0.15000%
     114                                                                                            WFB              0.15000%
     115                                                                                            WFB              0.15000%
     116                                                                                            WFB              0.15000%
     117                                                                                            WFB              0.15000%
     118                                                                                            WFB              0.15000%
     119                                                                                            WFB              0.15000%
     120                                                                                            WFB              0.15000%
     121                                                                                            WFB              0.15000%
     122                                                                                            WFB              0.15000%
     123                                                                                            WFB              0.15000%
     124                                                                                            WFB              0.15000%
     125                                                                                            WFB              0.15000%
     126                                                                                            WFB              0.20000%
     127                                                                                            WFB              0.20000%
     128                                                                                            WFB              0.20000%
     129                                                                                            WFB              0.25000%
     130                                                                                            WFB              0.20000%

</TABLE>

<PAGE>


                                  SCHEDULE I-D

                  SCHEDULE OF NATIONWIDE POOLED MORTGAGE LOANS































                                    S-I-D-1
<PAGE>



<PAGE>

<TABLE>
<CAPTION>
     ID                SELLER LOAN NUMBER   PROPERTY NAME                                         ADDRESS
--------------  --------------------------  ---------------------------------------------------   ----------------------------------
<S>             <C>                         <C>                                                   <C>
     50                    Nationwide       Crouse-Irving Memorial Physicians Office Building     725 Irving Avenue
     59                    Nationwide       Strawberry Hill Shopping Center                       420-444 Westport Avenue
     60                    Nationwide       Merchants Walk Shopping Center                        4914-5024 Thoroughbred Lane
     64                    Nationwide       877 Post Road East                                    877 Post Road East
     65                    Nationwide       Lee's Crossing                                        4125 Highway 20
     68                    Nationwide       Dash Pointe Metropolitan Market                       1618-1624 SW Dash Point Road
     69                    Nationwide       Pottsburg Plaza                                       11-55 University Boulevard North
     83                    Nationwide       Herriman Crossroads                                   5502, 5506-5536 West 13400 South
     89                    Nationwide       3734 Westheimer Road                                  3734 Westheimer Road
</TABLE>


<TABLE>
<CAPTION>
                                                                                      P&I MONTHLY    IO MONTHLY
                                                        ORIGINAL     CUT-OFF DATE        DEBT           DEBT         MORTGAGE
     ID           CITY         STATE     ZIP CODE       BALANCE         BALANCE         SERVICE        SERVICE         RATE
     --           ----         -----     --------       -------         -------         -------        -------         ----
<S>         <C>               <C>       <C>           <C>             <C>             <C>            <C>            <C>
     50      Syracuse           NY        13210        7,250,000       7,234,714        52,866           NAP         6.22000%
     59      Norwalk            CT        06851        6,000,000       5,963,008        43,090           NAP         6.03000%
     60      Brentwood          TN        37027        5,900,000       5,884,049        35,146           NAP         5.94000%
     64      Westport           CT        06880        5,500,000       5,465,865        39,340           NAP         5.98000%
     65      Buford             GA        30518        5,300,000       5,266,543        31,479           NAP         5.16000%
     68      Federal Way        WA        98023        4,800,000       4,793,670        32,650           NAP         6.58000%
     69      Jacksonville       FL        32211        4,600,000       4,576,640        34,173           NAP         7.56000%
     83      Herriman           UT        84065        3,600,000       3,577,448        25,605           NAP         5.91000%
     89      Houston            TX        77027        3,200,000       3,190,536        18,270           NAP         5.55000%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                       STATED
                                                                                     REMAINING
                                                        MATURITY     ORIGINAL TERM     TERM TO         ORIGINAL        REMAINING
        INTEREST ACCRUAL     SELLER        ARD LOAN      DATE OR      TO MATURITY    MATURITY OR     AMORTIZATION    AMORTIZATION
 ID          BASIS         LOAN NUMBER      (Y/N)         ARD        OR ARD (MOS.)   ARD (MOS.)     TERM (MOS.)      TERM (MOS.)
 --          -----        ------------      -----         ---        -------------   ----------     -----------      -----------
<S>     <C>                                <C>       <C>             <C>             <C>             <C>            <C>
 50        Actual/360       00-1100388        No         09/10/14           120          119              240              239
 59        Actual/360       00-1100454        No         07/05/24           240          237              240              237
 60        Actual/360       00-1100500        No         07/05/14           120          117              360              357
 64        Actual/360       00-1100455        No         07/05/24           240          237              240              237
 65        Actual/360       00-1100416        No         06/05/14           120          116              300              296
 68          30/360         00-1100172        No         09/01/14           120          119              300              299
 69        Actual/360       00-1100393        No         05/01/14           120          115              300              295
 83        Actual/360       00-1100449        No         07/01/24           240          237              240              237
 89        Actual/360       00-1100448        No         07/01/14           120          117              360              357
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
        CROSSED
      WITH OTHER      CROSSED                                                 OWNERSHIP                     ADMINISTRATIVE
 ID      LOANS        LOAN ID       PREPAYMENT PROVISIONS (# OF PAYMENTS)     INTEREST       LOAN SELLER        FEE RATE    DUE DATE
 --      -----        -------       -------------------------------------     --------       -----------        --------    --------
<S>     <C>          <C>        <C>                                          <C>             <C>            <C>             <C>
 50       No                    LO(25)/Defeasance(92)/Open(3)                   Fee           Nationwide         0.11750%      10th
 59       No                    Gtr 1% or YM(237)/Open(3)                       Fee           Nationwide         0.11750%      5th
 60       No                    LO(27)/Defeasance(90)/Open(3)                   Fee           Nationwide         0.11750%      5th
 64       No                    Gtr 1% or YM(237)/Open(3)                       Fee           Nationwide         0.11750%      5th
 65       No                    LO(28)/Defeasance(87)/Open(5)                   Fee           Nationwide         0.11750%      5th
 68       No                    Gtr 1% or YM(117)/Open(3)                       Fee           Nationwide         0.15750%      1st
 69       No                    LO(29)/Defeasance(87)/Open(4)                   Fee           Nationwide         0.11750%      1st
 83       No                    LO(27)/Defeasance(210)/Open(3)                  Fee           Nationwide         0.11750%      1st
 89       No                    LO(27)/Defeasance(90)/Open(3)                   Fee           Nationwide         0.11750%      1st
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                                  INITIAL       INITIAL MASTER
                                                                                                  MASTER        SERVICING FEE
 ID    GRACE PERIOD      LETTER OF CREDIT   LETTER OF CREDIT DESCRIPTION      LOAN GURANTOR      SERVICER            RATE
 --    ------------      ----------------   ----------------------------      -------------      --------            ----
<S>     <C>              <C>                <C>                              <C>                <C>            <C>
 50          0                                                                                      WFB            0.11500%
 59          0                                                                                      WFB            0.11500%
 60          0                                                                                      WFB            0.11500%
 64          0                                                                                      WFB            0.11500%
 65          0                                                                                      WFB            0.11500%
 68          0                                                                                      WFB            0.15500%
 69          0                                                                                      WFB            0.11500%
 83          0                                                                                      WFB            0.11500%
 89          0                                                                                      WFB            0.11500%
</TABLE>

<PAGE>


                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
                             (under Section 2.02(a))

                           [There are no exceptions.]


                                     S-II-1

<PAGE>


                                  SCHEDULE III

                      SCHEDULE OF DESIGNATED SUB-SERVICERS


<TABLE>
<CAPTION>
                                                                                                              Sub-       Term
                     Pooled                                                    Pooled        Cut-off Date     Servicing Without
Control Number    Mortgage Loan                                               Mortgage        Principal         Fee      Cause
(Prospectus ID)   Seller Number              Loan/Property Name              Loan Seller       Balance          Rate      Fee
----------------- -------------   ----------------------------------------   -----------     -------------    --------- ---------
<S>               <C>             <C>                                        <C>             <C>              <C>        <C>
       1              40405       2941 Fairview Park Drive                      BSCMI            $74,000,000  0.050%      None
      19              40325       New Castle Marketplace                        BSCMI            $15,943,553  0.050%      None
      52              40054       623 Stewart Avenue                            BSCMI             $7,000,000  0.014%      None
      10             6105481      Torrey Highlands Village Center               PMCF             $26,946,082  0.050%      None
      11             6105442      Liberty Center II                             PMCF             $26,056,322  0.020%      None
      12             6105154      West Bloomfield Medical Building              PMCF             $23,976,696  0.050%      None
      22             6105525      Silverado Station                             PMCF             $14,975,715  0.050%      None
      33             6105435      375 Depot Drive                               PMCF              $6,828,599  0.050%      None
      34             6105436      550 Depot Drive                               PMCF              $2,892,463  0.050%      None
      35             6105437      1080 Depot Drive                              PMCF              $2,107,224  0.050%      None
      39             6105482      Marnell Corporate Center                      PMCF              $9,777,870  0.050%      None
      42             6105245      Sandstone Apartments                          PMCF              $8,620,962  0.020%      None
      58             6105526      Canyon Village Plaza                          PMCF              $6,138,399  0.050%      None
      61             6105485      Plaza 5400                                    PMCF              $5,666,837  0.050%      None
      90             6105466      Walgreens - Denver                            PMCF              $3,146,816  0.050%      None
      100            6105507      Bedrosian Tile Building                       PMCF              $2,688,939  0.050%      None



<CAPTION>



Control Number
(Prospectus ID)                      Sub-Servicer
-----------------       ------------------------------------
<S>                     <C>
       1                GMAC Commercial Mortgage Corporation
      19                GMAC Commercial Mortgage Corporation
      52                M. Robert Goldman & Co.
      10                PMCC
      11                PMCC
      12                PMCC
      22                PMCC
      33                PMCC
      34                PMCC
      35                PMCC
      39                PMCC
      42                PMCC
      58                PMCC
      61                PMCC
      90                PMCC
      100               PMCC
</TABLE>

                                    S-III-1

<PAGE>


                                   SCHEDULE IV

                                 REFERENCE RATES
<TABLE>
<CAPTION>
Interest Accrual Period(1)              Reference Rate                Interest Accrual Period(1)           Reference Rate
--------------------------------    ------------------------          -----------------------------       -------------------
<S>                                 <C>                               <C>                                 <C>
October 2004                               5.86884                    October 2008                             5.86223
November 2004                              5.69637                    November 2008                            5.69043
December 2004                              5.69626                    December 2008                            5.69028
January 2005                               5.69618                    January 2009                             5.69014
February 2005                              5.69657                    February 2009                            5.71580
March 2005                                 5.86829                    March 2009                               5.88989
April 2005                                 5.69586                    April 2009                               5.71472
May 2005                                   5.86807                    May 2009                                 5.88963
June 2005                                  5.69567                    June 2009                                5.71448
July 2005                                  5.86785                    July 2009                                5.91015
August 2005                                5.86775                    August 2009                              5.93450
September 2005                             5.69538                    September 2009                           5.77769
October 2005                               5.86753                    October 2009                             5.96814
November 2005                              5.69518                    November 2009                            5.77764
December 2005                              5.69507                    December 2009                            5.77762
January 2006                               5.69498                    January 2010                             5.77760
February 2006                              5.69541                    February 2010                            5.77856
March 2006                                 5.86694                    March 2010                               5.96806
April 2006                                 5.69464                    April 2010                               5.77751
May 2006                                   5.86670                    May 2010                                 5.96803
June 2006                                  5.69442                    June 2010                                5.77746
July 2006                                  5.86644                    July 2010                                5.96800
August 2006                                5.86631                    August 2010                              5.96799
September 2006                             5.69405                    September 2010                           5.77739
October 2006                               5.86600                    October 2010                             5.96795
November 2006                              5.69377                    November 2010                            5.78567
December 2006                              5.69362                    December 2010                            5.78564
January 2007                               5.69349                    January 2011                             5.78562
February 2007                              5.69401                    February 2011                            5.78667
March 2007                                 5.86518                    March 2011                               5.97638
April 2007                                 5.69303                    April 2011                               5.78552
May 2007                                   5.86486                    May 2011                                 5.97635
June 2007                                  5.69274                    June 2011                                5.81962
July 2007                                  5.86453                    July 2011                                6.02507
August 2007                                5.86438                    August 2011                              6.02513
September 2007                             5.69233                    September 2011                           5.83769
October 2007                               5.86409                    October 2011                             6.03002
November 2007                              5.69207                    November 2011                            5.83778
December 2007                              5.86379                    December 2011                            6.03015
January 2008                               5.69181                    January 2012                             5.83788
February 2008                              5.69194                    February 2012                            5.83835
March 2008                                 5.86333                    March 2012                               6.03033
April 2008                                 5.69140                    April 2012                               5.83801
May 2008                                   5.86302                    May 2012                                 6.03045
June 2008                                  5.69113                    June 2012                                5.83811
July 2008                                  5.86270                    July 2012                                6.03058
August 2008                                5.86255                    August 2012                              6.03065
September 2008                             5.69072                    September 2012                           5.83825
</TABLE>

(1)      Each interest accrual period relates to the distribution date in the
         immediately following calendar month. For example, the October 2004
         interest accrual period relates to the November 2004 distribution date.



                                     S-IV-1




<PAGE>


                                   SCHEDULE V

                       BORROWER THIRD-PARTY BENEFICIARIES
                              (under Section 2.03)


         The Borrower(s) under the Pooled Mortgage Loans secured by the
Mortgaged Properties identified on the Pooled Mortgage Loan Schedule as "370
Depot Drive", "550 Depot Drive" and "1080 Depot Drive".




                                     S-V-1