EXHIBIT 4.1(a)

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                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.,
                                   Depositor,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                                Master Servicer,

                                [______________],
                                Special Servicer,

                                       and

                                [______________],
                         Trustee and REMIC Administrator

                        _________________________________

                         POOLING AND SERVICING AGREEMENT

                      Dated as of [______________], 20[__]

                        _________________________________

                                $[______________]

                  Commercial Mortgage Pass-Through Certificates

                                Series 20[__-__]

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<PAGE>

                               TABLE OF CONTENTS

                                    ARTICLE I

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

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

                                   ARTICLE II

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

Section 2.01  Conveyance of Mortgage Loans.....................................
Section 2.02  Acceptance of REMIC I by Trustee.................................
Section 2.03  Mortgage Loan Seller's Repurchase or Substitution
               of Mortgage Loans for Material Document Defects
               and Material Breaches...........................................
Section 2.04  Representations and Warranties of the Depositor..................
Section 2.05  Representations and Warranties of the Master81
               Servicer........................................................
Section 2.06  Representations and Warranties of the Special84
               Servicer........................................................
Section 2.07  Representations and Warranties of the Trustee and
               the REMIC Administrator.........................................
Section 2.08  [Reserved].......................................................
Section 2.09  Issuance of the Class R-I Certificates; Creation of
               the REMIC I Regular Interests...................................
Section 2.10  Conveyance of REMIC I Regular Interests; Acceptance
               of REMIC II by the Trustee......................................
Section 2.11  Issuance of the REMIC II Certificates............................

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Administration of the Mortgage Loans.............................
Section 3.02  Collection of Mortgage Loan Payments.............................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Account; Servicing Advances; Reserve
               Accounts........................................................
Section 3.04  Certificate Account, Distribution Account, REMIC I
               Distribution Account, REMIC II Distribution
               Account, Excess Interest Distribution Account and
               Excess Liquidation Proceeds Account.............................
Section 3.05  Permitted Withdrawals From the Certificate Account,
               the Distribution Account and the Excess
               Liquidation Proceeds Account....................................
Section 3.06  Investment of Funds in the Certificate Account, the
               Servicing Account, the Interest Reserve Account,
               the Excess Interest Distribution Account, the
               REMIC I Distribution Account, the REMIC II
               Distribution Account, the Excess Liquidation
               Proceeds Account, Interest Reserve Account and the
               REO Account.....................................................
Section 3.07  Maintenance of Insurance Policies; Errors and
               Omissions and Fidelity Coverage.................................
Section 3.08  Enforcement of Alienation Clauses................................
Section 3.09  Realization Upon Defaulted Mortgage Loans........................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..................
Section 3.11  Servicing Compensation; Interest on Servicing
               Advances; Payment of Certain Expenses; Obligations
               of the Trustee Regarding Back-up Servicing Advances.............
Section 3.12  Inspections; Collection of Financial Statements..................
Section 3.13  Annual Statement as to Compliance................................
Section 3.14  Reports by Independent Public Accountants........................
Section 3.15  Access to Certain Information....................................
Section 3.16  Title to REO Property; REO Account...............................
Section 3.17  Management of REO Property.......................................
Section 3.18  Resolution of Defaulted Mortgage Loans and REO
               Properties......................................................
Section 3.19  Additional Obligations of the Master Servicer and
               the Special Servicer............................................
Section 3.20  Modifications, Waivers, Amendments and Consents..................
Section 3.21  Transfer of Servicing Between Master Servicer and
               Special Servicer; Record Keeping; Asset Status
               Report; Directing Certificateholder.............................
Section 3.22  Sub-Servicing Agreements.........................................
Section 3.23  Designation of the Special Servicer by the Majority
               Certificateholder of the Controlling Class......................
Section 3.24  Confidentiality..................................................
Section 3.25  No Solicitation of Prepayments...................................
Section 3.26  Certain Matters with Respect to Mortgage Loans
               Permitting Defeasance, Franchise Mortgage Loans
               and Certain Mortgage Loans Permitting Additional
               Debt............................................................
Section 3.27  Application of Default Charges...................................
Section 3.28  Matters Relating to Certain Mortgage Loans.......................

                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

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

                                    ARTICLE V

                                THE CERTIFICATES.

Section 5.01  The Certificates.................................................
Section 5.02  Registration of Transfer and Exchange of
               Certificates....................................................
Section 5.03  Book-Entry Certificates..........................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates................
Section 5.05  Persons Deemed Owners............................................
Section 5.06  Certification by Certificate Owners..............................
Section 5.07  Regarding the Identification of Certain
               Certificateholders..............................................

                                   ARTICLE VI

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

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

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee................................................
Section 8.02  Certain Matters Affecting the Trustee............................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Mortgage Loans..................................
Section 8.04  Trustee May Own Certificates.....................................
Section 8.05  Fees of Trustee; Indemnification of Trustee......................
Section 8.06  Eligibility Requirements for Trustee.............................
Section 8.07  Resignation and Removal of the Trustee...........................
Section 8.08  Successor Trustee................................................
Section 8.09  Merger or Consolidation of Trustee...............................
Section 8.10  Appointment of Co-Trustee or Separate Trustee....................
Section 8.11  Appointment of Custodians........................................
Section 8.12  Access to Certain Information....................................
Section 8.13  [Reserved].......................................................
Section 8.14  [Reserved].......................................................
Section 8.15  Maintenance of Mortgage File.....................................

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                  ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS

Section 10.01  REMIC Administration............................................
Section 10.02  Depositor, Master Servicer, Special Servicer and
                Trustee to Cooperate with REMIC Administrator..................
Section 10.03  Fees of the REMIC Administrator.................................
Section 10.04  Use of Agents...................................................
Section 10.05  Grantor Trust Administration....................................

                                    ARTICLE XI

                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01  Intent of the Parties; Reasonableness...........................
Section 11.02  Succession; Subcontractors......................................
Section 11.03  Filing Obligations..............................................
Section 11.04  Form 10-D Filings...............................................
Section 11.05  Form 10-K Filings...............................................
Section 11.06  Sarbanes-Oxley Certification....................................
Section 11.07  Form 8-K Filings................................................
Section 11.08  Form 15 Filing..................................................
Section 11.09  Annual Compliance Statements....................................
Section 11.10  Annual Reports on Assessment of Compliance with
                Servicing Criteria.............................................
Section 11.11  Annual Independent Public Accountants' Servicing
                Report.........................................................
Section 11.12  Indemnification.................................................
Section 11.13  Signatures; Article XI Notices..................................
Section 11.14  Amendments......................................................

                                    ARTICLE XII

                             MISCELLANEOUS PROVISIONS

Section 12.01  Amendment.......................................................
Section 12.02  Recordation of Agreement; Counterparts..........................
Section 12.03  Limitation on Rights of Certificateholders......................
Section 12.04  Governing Law...................................................
Section 12.05  Notices.........................................................
Section 12.06  Severability of Provisions......................................
Section 12.07  Successors and Assigns; Beneficiaries...........................
Section 12.08  Article and Section Headings....................................
Section 12.09  Notices to and from Rating Agencies.............................
Section 12.10  Insolvency......................................................

LIST OF EXHIBITS AND SCHEDULES

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

SCHEDULE I        Mortgage Loan Schedule
SCHEDULE II       Sub-Servicing Agreements in Effect as of the Closing Date
SCHEDULE III      Schedule of Exceptions under Section 2.02(a)
SCHEDULE IV       [RESERVED]
SCHEDULE V        Mortgage Loans that Initially Pay Interest Only
SCHEDULE VI       Mortgage Loans Containing Additional Debt
SCHEDULE VII      Schedule of Controlling Holders
SCHEDULE VIII     Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE IX       Additional Form 10-D Disclosure
SCHEDULE X        Additional Form 10-K Disclosure
SCHEDULE XI       Form 8-K Disclosure Information
SCHEDULE XII      Form of Additional Disclosure Notification

<PAGE>

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

                             PRELIMINARY STATEMENT:

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

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

                                     REMIC I

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

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

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

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

                                   REMIC II

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

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

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

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

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

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

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

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

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

                                    ARTICLE I

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

      Section 1.01 Defined Terms.

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

      "10-K Filing Deadline": As defined in Section 11.05(a).

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

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

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

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

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

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

      "Additional Form 8-K Disclosure": As defined in Section 11.07.

      "Additional Form 10-D Disclosure": As defined in Section 11.04.

      "Additional Form 10-K Disclosure": As defined in Section 11.05.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (i) such Mortgage Loan becomes a Modified Loan;

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

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

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

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

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

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

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

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

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

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

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

      "Attestation Report": As defined in Section 3.14.

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

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

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

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

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

      "Bank": As defined in Section 2.07.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register; provided that solely for the purposes of
giving any consent, approval or waiver pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Special Servicer, the REMIC Administrator or the
Trustee or any Affiliate of any of them shall be deemed not to be outstanding,
and the Voting Rights to which any of them is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver has been obtained,
except as otherwise provided in Section 7.04, or unless such Persons
collectively own an entire Class of Certificates and only the Holders of such
Class of Certificates are entitled to grant such consent, approval or waiver.
The Certificate Registrar shall be entitled to request and rely upon a
certificate of the Depositor, the Master Servicer, the Special Servicer or, if
other than the Trustee, the REMIC Administrator, as the case may be, in
determining whether or not a Certificate is registered in the name of an
Affiliate of such Person. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

      "Certification Parties": As defined in Section 11.06.

      "Certifying Person": As defined in Section 11.06.

      "Certifying Servicer" means the Master Servicer, the Special Servicer, the
Trustee or an Additional Servicer, as the case may be.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Clearstream": Clearstream Banking, societe anonyme.

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

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

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

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

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

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

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

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

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

      "CMSA Investor Reporting Package": Collectively refers to:

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

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

      (c) the CMSA Advance Recovery Report; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Commission": The Securities and Exchange Commission.

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

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

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

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

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

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

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

      "Confidential Information": As defined in Section 3.24.

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

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

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

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

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

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

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

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

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

      "CPR": As defined in the Base Prospectus.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Depositor": Banc of America Commercial Mortgage Inc., or its successor
in interest.

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

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

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

      "Determination Date": With respect to any Distribution Date, the earlier
of (i) the [sixth] day of the month in which such Distribution Date occurs, or
if such [sixth] day is not a Business Day, the immediately preceding Business
Day, and (ii) [fourth] Business Day before such Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Form 8-K Disclosure Information": As defined in Section 11.07.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "MAI": Member of the Appraisal Institute.

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

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

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

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

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

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

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

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

      "MERS": Mortgage Electronic Registration Systems, Inc.

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

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

      (2) except as expressly contemplated by the related loan documents,
   results in a release of the lien of the Mortgage on any material portion of
   the related Mortgaged Property without a corresponding Principal Prepayment
   in an amount or the delivery of substitute real property collateral with a
   fair market value (as is) that is not less than the fair market value (as
   is), as determined by an Appraisal delivered to the Special Servicer (at the
   expense of the related Mortgagor and upon which the Special Servicer may
   conclusively rely), of the property to be released; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (iv) the original principal balance;

               (v) the Cut-off Date Balance;

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

               (vii) the Due Date;

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

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

               (x) the Primary Servicing Fee Rate;

               (xi) the Master Servicing Fee Rate;

               (xii) the original amortization term;

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

               (xiv) the applicable grace period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Performance Certification": As defined in Section 11.06.

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

      "Performing Party": As defined in Section 11.12.

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

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

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

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

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

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

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

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

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

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

      "Phase I Environmental Assessment": A "Phase I assessment" or, in the case
of any Mortgage Loan having an initial principal balance under $[_______], a
transaction screen, as described in, and meeting the criteria of the American
Society of Testing Materials Standard Sections 1527-99 or any successor thereto
published by the American Society of Testing Materials..

      "Placement Agent": Banc of America Securities LLC.

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

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

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

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

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

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

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

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

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

      "Principal Pay Certificates": The Sequential Pay Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

      "Rating Agency": Each of [____________].

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

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

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

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

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

      "Regulation AB": Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. Section 229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.

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

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

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

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

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

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

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

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

      "REMIC I": A segregated pool of assets subject hereto and to be
administered hereunder, with respect to which a REMIC election is to be made,
consisting of: (i) the Mortgage Loans (other than Excess Interest) as from time
to time are subject to this Agreement and all payments under and proceeds of
such Mortgage Loans received or receivable after the Cut-off Date (other than
payments of principal, interest and other amounts due and payable on the
Mortgage Loans on or before the Cut-off Date), together with all documents,
Escrow Payments and Reserve Funds delivered or caused to be delivered hereunder
by the Mortgage Loan Seller with respect to such Mortgage Loans; (ii) any REO
Property acquired in respect of a Mortgage Loan and all payments and proceeds of
such REO Property; (iii) the rights of the Depositor under Sections 1, 2, 3, 4,
11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of the Mortgage Loan Purchase and
Sale Agreement with respect to such Mortgage Loans; and (iv) such amounts on or
with respect to clauses (i) or (ii) as from time to time are deposited into the
Distribution Account, the Certificate Account, the Interest Reserve Account and
the REO Account (if established) and the Excess Liquidation Proceeds Account (if
established), to the extent of the Trust's interest in each of the foregoing.

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

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

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

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

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

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

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

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

      "REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final Treasury regulations (or proposed regulations that would
apply by reason of their proposed effective date to the extent not inconsistent
with temporary or final regulations) and any rulings promulgated thereunder, as
the foregoing may be in effect from time to time.

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

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

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

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

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

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

      "REO Account": A segregated custodial account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16(b) on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled
"[____________], as Special Servicer, for the benefit of [____________], as
Trustee, in trust for registered Holders of Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 200[__-__], REO
Account". Any such account or accounts shall be an Eligible Account.

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

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

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

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

      "REO Property": A Mortgaged Property acquired by the Special Servicer on
behalf of the Trustee for the benefit of the Certificateholders pursuant to
Section 3.09 through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with the default or
imminent default of a Mortgage Loan.

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

      "Reportable Event": As defined in Section 11.07.

      "Reporting Servicer": As defined in Section 11.10.

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

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

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

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

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

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

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

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

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

      "Responsible Officer": When used with respect to the Trustee, any officer
assigned to the [_____], any vice president, any assistant vice president, any
assistant secretary, any assistant treasurer, or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers to whom a particular matter is referred by the
Trustee because of such officer's knowledge of and familiarity with the
particular subject. When used with respect to any Certificate Registrar (other
than the Trustee), any officer or assistant officer thereof.

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

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

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

      "Sarbanes-Oxley Certification": As defined in Section 11.05(a)(iv).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "SFAS 140": The Financial Accounting Standards Board's Statement No. 140,
entitled "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities", issued in September 2002.

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Subcontractor": Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Trustee, any Additional Servicer or any
Sub-Servicer.

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

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

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

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

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

      "Tax Returns": The federal income tax returns on IRS Form 1066, U.S. Real
Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule
Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each of
REMIC I and REMIC II due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the IRS
or any other governmental taxing authority under any applicable provisions of
federal or Applicable State Law.

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

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

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

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

      "Trust": The common law trust created hereby.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "WHFIT": A "Widely Held Fixed Investment Trust" as that term is defined in
Treasury Regulations Section 1.671-5(b)(22) or successor provisions.

      "Withheld Amounts": As defined in Section 4.05.

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

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

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

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

      Section 1.02 Rules of Construction; Other Definitional Provisions.

      Unless the context otherwise clearly requires:

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

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

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

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

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

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

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

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

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

      Section 1.03 Certain Calculations in Respect of the Mortgage Pool.

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

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

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

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

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

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

      Section 1.04 Incorporation of Preliminary Statement.

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

                                   ARTICLE II

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

      Section 2.01 Conveyance of Mortgage Loans.

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

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

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

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

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

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

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

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

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

      Section 2.02 Acceptance of REMIC I by Trustee.

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

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

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

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

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

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

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

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

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

      (d) [Reserved].

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

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

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

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

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

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

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

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

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

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

      Section 2.04 Representations and Warranties of the Depositor.

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

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

            (ii) The execution and delivery of this Agreement by the Depositor,
   and the performance and compliance with the terms of this Agreement by the
   Depositor, do not violate the Depositor's certificate of incorporation or
   bylaws or constitute a default (or an event that, with notice or lapse of
   time, or both, would constitute a default) under, or result in the breach of,
   any material agreement or other instrument to which it is a party or that is
   applicable to it or any of its assets.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      Section 2.05 Representations and Warranties of the Master Servicer.

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

            (i) The Master Servicer is duly organized, validly existing and in
   good standing as a national banking association under the laws of the United
   States of America, and the Master Servicer is in compliance with the laws of
   each jurisdiction in which any Mortgaged Property is located to the extent
   necessary to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Master
   Servicer, and the performance and compliance with the terms of this Agreement
   by the Master Servicer, do not violate the Master Servicer's organizational
   documents or constitute a default (or an event that, with notice or lapse of
   time, or both, would constitute a default) under, or result in the breach of,
   any material agreement or other instrument to which it is a party or that is
   applicable to it or any of its assets, which default or breach, in the Master
   Servicer's good faith and reasonable judgment, is likely to materially and
   adversely affect the ability of the Master Servicer to perform its
   obligations under this Agreement.

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

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

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

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

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

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

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

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

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

      Section 2.06 Representations and Warranties of the Special Servicer.

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

            (i) The Special Servicer is duly organized, validly existing and in
   good standing as a [____________], and the Special Servicer is in compliance
   with the laws of each jurisdiction in which any Mortgaged Property is located
   to the extent necessary to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Special
   Servicer, and the performance and compliance with the terms of this Agreement
   by the Special Servicer, do not violate the Special Servicer's organizational
   documents or constitute a default (or an event that, with notice or lapse of
   time, or both, would constitute a default) under, or result in the breach of,
   any material agreement or other instrument to which it is a party or that is
   applicable to it or any of its assets, which default, in the Special
   Servicer's reasonable judgment, is likely to materially and adversely effect
   either the ability of the Special Servicer to perform its obligations under
   this Agreement or the financial condition of the Special Servicer.

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

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

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

            (vi) No litigation is pending or, to the best of the Special
   Servicer's knowledge, threatened against the Special Servicer, the outcome of
   which in the Special Servicer's reasonable judgment, is likely to materially
   and adversely affect either the ability of the Special Servicer to perform
   its obligations under this Agreement or the financial condition of the
   Special Servicer.

            (vii) Each officer or employee of the Special Servicer that has
   responsibilities concerning the servicing and administration of the Mortgage
   Loans is covered by errors and omissions insurance in the amounts and with
   the coverage required by Section 3.07(c).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      Section 2.08 [Reserved].

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

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

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

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

      Section 2.11 Issuance of the REMIC II Certificates.

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

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

      Section 3.01 Administration of the Mortgage Loans.

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

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

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

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

      (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and, unless they are the same Person, each other under
this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.

      Section 3.02 Collection of Mortgage Loan Payments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (xvi) to pay, out of general collections on the Mortgage Loans and
   REO Properties, for the cost of recording this Agreement in accordance with
   Section 12.02(a);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (iv) as contemplated by Section 12.01(h), to pay for the reasonable
   costs of the Opinions of Counsel sought by the Trustee as contemplated by
   Section 12.01(a) or 12.01(d) in connection with any amendment to this
   Agreement requested by the Trustee; provided such amendment is in furtherance
   of the rights and interests of Certificateholders;

            (v) to pay for the reasonable costs of the Opinions of Counsel
   sought by the Trustee as contemplated by Section 12.02(a);

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

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

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

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

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

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

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

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

            (i) consistent with any notice required to be given thereunder,
   demand that payment thereon be made on the last day such Permitted Investment
   may otherwise mature hereunder in an amount equal to the lesser of (1) all
   amounts then payable thereunder and (2) the amount required to be withdrawn
   on such date; and

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

      (b) Whether or not the Master Servicer directs the investment of funds in
the Certificate Account, the Interest Reserve Account and the Servicing Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for each such Investment Account
for each Collection Period, shall be for the sole and exclusive benefit of the
Master Servicer and shall be subject to its withdrawal in accordance with
Section 3.05(a) or Section 3.05(f), as applicable.

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

      (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Master Servicer or the Special Servicer, as applicable, has
not taken such action, the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to not less than 25% of the Voting
Rights allocated to any Class, shall take such action as may be appropriate to
enforce such payment or performance, including, without limitation, the
institution and prosecution of appropriate proceedings.

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

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

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

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

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

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

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

      Section 3.08 Enforcement of Alienation Clauses.

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

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

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

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

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

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

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

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

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

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

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

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

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

      Section 3.09 Realization Upon Defaulted Mortgage Loans.

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

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

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

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
   (the cost of which shall be covered by, and reimbursable as, a Servicing
   Advance) to the effect that the holding of such personal property as part of
   the Trust Fund will not cause any of REMIC I or REMIC II to fail to qualify
   as a REMIC at any time that any Certificate is outstanding or, subject to
   Section 3.17, cause the imposition of a tax on the Trust under the REMIC
   Provisions.

      (c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Master Servicer nor the Special Servicer shall, on behalf of the Trust,
obtain title to a Mortgaged Property by foreclosure, deed-in-lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property,
if, as a result of any such action, the Trustee, on behalf of the
Certificateholders could, in the reasonable, good faith judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law, unless:

            (i) the Special Servicer has previously determined in accordance
   with the Servicing Standard, based on a Phase I Environmental Assessment (and
   any additional environmental testing that the Special Servicer deems
   necessary and prudent) of such Mortgaged Property conducted by an Independent
   Person who regularly conducts Phase I Environmental Assessments and performed
   during the 12-month period preceding any such acquisition of title or other
   action, that the Mortgaged Property is in compliance with applicable
   environmental laws and regulations and there are no circumstances or
   conditions present at the Mortgaged Property relating to the use, management
   or disposal of Hazardous Materials for which investigation, testing,
   monitoring, containment, clean-up or remediation could be required under any
   applicable environmental laws and regulations; or

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

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

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

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

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

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

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

      Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

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

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

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

      Section 3.11 Servicing Compensation; Interest on Servicing Advances;
Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up
Servicing Advances.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      The Special Servicer's right to receive any Special Servicing Fee, Workout
Fee and/or Liquidation Fee to which it is entitled may not be transferred in
whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement and except as
otherwise expressly provided herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

      Section 3.12 Inspections; Collection of Financial Statements.

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

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

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

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

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

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

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

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

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

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

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

      (h) If the Master Servicer or the Special Servicer is required to deliver
any statement, report or information under any provision of this Agreement, the
Master Servicer or the Special Servicer, as the case may be, may satisfy such
obligation by (x) physically delivering a paper copy of such statement, report
or information, (y) delivering such statement, report or information in a
commonly used electronic format or (z) making such statement, report or
information available on the Master Servicer's internet website or the Trustee's
Website, unless this Agreement expressly specifies a particular method of
delivery. Notwithstanding the foregoing, the Trustee may request delivery in
paper format of any statement, report or information required to be delivered to
the Trustee and clause (z) shall not apply to the delivery of any information
required to be delivered to the Trustee unless the Trustee consents to such
delivery.

      Section 3.13 Annual Statement as to Compliance.

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

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

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

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

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

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

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

      Section 3.14 Reports by Independent Public Accountants.

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

      Section 3.15 Access to Certain Information.

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

      Section 3.16 Title to REO Property; REO Account.

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

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

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

      (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, a REO Account pursuant to Section 3.16(b) or (c).

      Section 3.17 Management of REO Property.

      (a) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect, operate and lease such REO Property for the benefit
of the Certificateholders solely for the purpose of its timely disposition and
sale in a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (as determined by the Special
Servicer in its good faith and reasonable judgment). Subject to this Section
3.17, the Special Servicer may earn "net income from foreclosure property"
within the meaning of Section 860G(c) of the Code if it determines that earning
such income is in the best interests of Certificateholders on a net after-tax
basis as compared with net leasing such REO Property or operating such REO
Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited, within [___] Business Days of receipt,
in the applicable REO Account all revenues received by it with respect to each
such REO Property and the related REO Loan, and shall withdraw from the
applicable REO Account, to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
leasing, maintenance and disposition of such REO Property, including, without
limitation:

            (i) all insurance premiums due and payable in respect of such REO
   Property;

            (ii) all real estate taxes and assessments in respect of such REO
   Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
   applicable; and

            (iv) all costs and expenses necessary to maintain, lease and dispose
   of such REO Property.

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

      (b) Without limiting the generality of the foregoing, the Special Servicer
shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
   Lease with respect to any REO Property, if the New Lease by its terms will
   give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
   other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any such REO Property,
   other than the completion of a building or other improvement thereon, and
   then only if more than 10% of the construction of such building or other
   improvement was completed before default on the related Loan became imminent,
   all within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, or allow any other Person, other than an
   Independent Contractor, to Directly Operate, any such REO Property on any
   date more than 90 days after its acquisition date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.

      (c) The Special Servicer shall contract with any Independent Contractor
for the operation and management of any REO Property within 90 days of the
acquisition date thereof; provided that:

            (i) the terms and conditions of any such contract may not be
   inconsistent herewith and shall reflect an agreement reached at arm's length;

            (ii) the fees of such Independent Contractor (which shall be an
   expense of the Trust Fund or may be netted out) shall be reasonable and
   customary in light of the nature and locality of the REO Property;

            (iii) any such contract shall require, or shall be administered to
   require, that the Independent Contractor (A) pay all costs and expenses
   incurred in connection with the operation and management of such REO
   Property, including, without limitation, those listed in Section 3.17(a), and
   (B) remit all related revenues collected (net of its fees and such costs and
   expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
   such contract or to actions taken through any such Independent Contractor
   shall be deemed to relieve the Special Servicer of any of its duties and
   obligations hereunder with respect to the operation and management of any
   such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
   the same extent as if it alone were performing all duties and obligations in
   connection with the operation and management of such REO Property.

      The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with an
Independent Contractor for the operation and maintenance of any REO Property are
greater than the revenues from such REO Property, such excess costs shall be
covered by and reimbursable as a Servicing Advance.

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

      Section 3.18 Resolution of Defaulted Mortgage Loans and REO Properties.

      (a) The Master Servicer, the Special Servicer or the Trustee may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or a related REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Section
2.03(a), Section 9.01, a Intercreditor Agreement, or, in the case of a Mortgage
Loan with a related Mezzanine Loan, pursuant to the terms of the related
Mezzanine Intercreditor Agreement.

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

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

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

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

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

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

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

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

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

      (f) The Option Holder whose Purchase Option is declared effective pursuant
to Section 3.18(d) above shall be required to pay the purchase price specified
in its Purchase Option Notice to the Master Servicer within [___] Business Days
of its receipt of the Master Servicer's notice confirming that the exercise of
its Purchase Option is effective. Upon receipt of an Officer's Certificate from
the Master Servicer specifying the date for closing the purchase of the related
Defaulted Mortgage Loan, and the purchase price to be paid therefor, the Trustee
shall deliver at such closing for release to or at the direction of such Option
Holder, the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it by such Option Holder and are reasonably necessary to vest in
the purchaser or any designee thereof the ownership of such Mortgage Loan. In
connection with any such purchase by any Person other than it, the Special
Servicer shall deliver the related Mortgage File to or at the direction of the
purchaser. In any case, the Master Servicer shall deposit the purchase price
into the Certificate Account within [___] Business Day following receipt.

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

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

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

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

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

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

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

      (j) The Special Servicer shall, within [___] Business Days following its
receipt of available funds, remit to the Master Servicer the proceeds of any
sale after deduction of the expenses of such sale incurred in connection
therewith for deposit into the Certificate Account. The Trustee, upon receipt of
an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, shall release or cause to be released to the party or
parties effecting such purchase (or any designee thereof) the related Mortgage
File, and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be provided to it and are reasonably
necessary to vest in the purchaser of such Defaulted Mortgage Loan effecting
such purchase (or any designee thereof) ownership of such Defaulted Mortgage
Loan. In connection with any such purchase, the Special Servicer shall deliver
the related Servicing File to the purchaser of such Defaulted Mortgage Loan with
the cooperation of the Master Servicer effecting such purchase (or any designee
thereof).

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

      (l) [Reserved].

      (m) [Reserved].

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

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

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

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

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

      (b) Promptly following the occurrence of an Appraisal Trigger Event with
respect to any Mortgage Loan (each such Mortgage Loan and any related REO Loan,
until it ceases to be such in accordance with the following paragraph, a
"Required Appraisal Loan"), the Special Servicer shall obtain (or, if such
Required Appraisal Loan has a Stated Principal Balance of $[_________] or less,
at its discretion, conduct) an Appraisal of the related Mortgaged Property,
unless an Appraisal thereof had previously been obtained (or, if applicable,
conducted) within the preceding 12-month period and there has been no subsequent
material change in the circumstances surrounding the related Mortgaged Property
that, in the judgment of the Special Servicer, would materially affect the value
of the property, and shall deliver a copy of such Appraisal to the Trustee, the
Master Servicer, the Directing Certificateholder, and any Requesting Subordinate
Certificateholder (subject to the second paragraph of Section 12.10). If such
Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be
covered by, and be reimbursable as, a Servicing Advance. Promptly following the
receipt of, and based upon, such Appraisal, the Special Servicer shall determine
and report to the Trustee, the Master Servicer, the Directing Certificateholder,
the then applicable Appraisal Reduction Amount, if any, with respect to the
subject Required Appraisal Loan.

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

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

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

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

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

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

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

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

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

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

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

      (j) [Reserved].

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

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

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

      Section 3.20 Modifications, Waivers, Amendments and Consents.

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

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

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

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

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

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

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

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

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

      Notwithstanding anything to the contrary herein, the Special Servicer may
agree to any waiver, modification or amendment of a Mortgage Loan that is not in
default or as to which default is not reasonably foreseeable if it provides the
Trustee with an Opinion of Counsel (at the expense of the related Mortgagor or
such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid by the
Master Servicer as a Servicing Advance) to the effect that the contemplated
waiver, modification or amendment (i) will not be a "significant modification"
of the Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b) and (ii) will not cause an Adverse REMIC Event or Adverse Grantor
Trust Event.

      (b) Neither the Master Servicer nor the Special Servicer shall have any
liability to the Trust, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.20(a) is reasonably likely to produce a greater
recovery to Certificateholders on a net present value basis than would
liquidation, should prove to be wrong or incorrect, so long as the analysis and
determination were made on a reasonable basis by the Special Servicer or the
Master Servicer, as applicable, consistent with the Servicing Standard. Each
such determination shall be evidenced by an Officer's Certificate to such effect
to be delivered by the Special Servicer to the Trustee and the Directing
Certificateholder. The Special Servicer shall include with any such Officer's
Certificate the supporting documentation forming the basis for its conclusion.

      (c) Any payment of interest that is deferred pursuant to Section 3.20(a)
shall not, for purposes hereof, including, without limitation, calculating
monthly distributions to Certificateholders, be added to the unpaid principal
balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized.

      (d) The Master Servicer (as to Performing Loans) and the Special Servicer
(as to Specially Serviced Mortgage Loans) each may, as a condition to its
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within the
Master Servicer's or Special Servicer's, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan
and is permitted by the terms of this Agreement, require that such Mortgagor pay
to it, as additional servicing compensation, a reasonable fee relating to such
consent, modification, waiver or indulgence (not to exceed [___]% of the unpaid
principal balance of the related Mortgage Loan) for the additional services
performed in connection with such request, together with any related costs and
expenses incurred by it; provided that the charging of such fees would not
otherwise constitute a "significant modification" of the Mortgage Loan pursuant
to Treasury Regulations Section 1.860G-2(b). All such fees collected by the
Master Servicer and/or the Special Servicer shall be allocable between such
parties, as Additional Master Servicing Compensation and Additional Special
Servicing Compensation, respectively, as provided in Section 3.11.

      (e) All modifications, waivers, amendments and other actions entered into
or taken in respect of the Mortgage Loans pursuant to the preceding subsections
of this Section 3.20 shall be in writing. Each of the Master Servicer and the
Special Servicer shall notify the other such party, the Trustee, the Directing
Certificateholder, in writing, of any modification, waiver, amendment or other
action entered into or taken in respect of any Mortgage Loan pursuant to this
Section 3.20 and the date thereof, and shall deliver to the Trustee or the
related Custodian for deposit into the related Mortgage File (with a copy to the
other such party), an original counterpart of the agreement relating to such
modification, waiver, amendment or other action, promptly (and in any event
within [___] Business Days) following the execution thereof. In addition,
following the execution of any modification, waiver or amendment agreed to by
the Special Servicer pursuant to Section 3.20(a) above, the Special Servicer
shall deliver to the Master Servicer and the Trustee an Officer's Certificate
setting forth in reasonable detail the basis of the determination made by it
pursuant to clause (ii) of Section 3.20(a).

      (f) With respect to any ARD Loan after its Anticipated Repayment Date, the
Master Servicer shall be permitted to waive all or any accrued Excess Interest
if, prior to the related maturity date, the related Mortgagor has requested the
right to prepay the Mortgage Loan in full together with all payments required by
the Mortgage Loan in connection with such prepayment except for all or a portion
of accrued Excess Interest; provided that the Master Servicer's determination to
waive the right to such accrued Excess Interest is reasonably likely to produce
a greater payment to Certificateholders on a net present value basis than a
refusal to waive the right to such Excess Interest. Any such waiver shall not be
effective until such payment is tendered. The Master Servicer shall have no
liability to the Trust, the Certificateholders or any other person so long as
such determination is based on such criteria. Notwithstanding anything contained
in this Agreement to the foregoing, the Master Servicer shall be required to
seek the consent of the Directing Certificateholder prior to waiving any Excess
Interest. The Directing Certificateholder's consent to a waiver shall be deemed
granted if the Directing Certificateholder fails to respond to such request
within [___] Business Days of its receipt of such request. Except as permitted
in Section 3.20(a), the Special Servicer shall have no right to waive the
payment of Excess Interest.

      (g) The Master Servicer shall not be required to seek the consent of the
Special Servicer or any Certificateholder or obtain any confirmation of the
Certificate ratings from the Rating Agencies to approve the following
modifications, waivers or amendments of the Mortgage Loans: (i) waivers of minor
covenant defaults (other than financial covenants), including late financial
statements; (ii) releases of (A) non-material parcels of a Mortgaged Property
subject to condemnation; (B) parcels of a Mortgaged Property not given any value
in the underwriting of the Mortgage Loan; or (C) similar non-material parcels of
a Mortgaged Property; and (iii) grants of easements or subordinations of the
lien of Mortgage Loans to easements that do not materially affect the use or
value of a Mortgaged Property or a borrower's ability to make any payments with
respect to the related Mortgage Loan; provided that any such modification,
waiver or amendment (w) would not in any way affect a payment term of the
Certificates, (x) would not constitute a "significant modification" of such
Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event or Adverse Grantor Trust Event (y)
agreeing to such modification, waiver or amendment would be consistent with the
Servicing Standard, and (z) agreeing to such modification, waiver or amendment
shall not violate the terms, provisions or limitations of this Agreement or any
other document contemplated hereby.

      (h) In connection with granting an extension of the maturity date of any
Mortgage Loan in accordance with Section 3.20(a), the Special Servicer, in the
case of a Specially Serviced Mortgage Loan, and the Master Servicer, in the case
of a Performing Loan, shall each cause the related Mortgagor to agree, if it has
not already done so pursuant to the existing loan documents, to thereafter
deliver to the Special Servicer, the Trustee, the Directing Certificateholder,
audited operating statements on a quarterly basis with respect to the related
Mortgaged Property; provided that the Special Servicer or the Master Servicer,
as the case may be, may, in its sole discretion, waive the requirement that such
statements be audited.

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

      Section 3.21 Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping; Asset Status Report; Directing Certificateholder.

      (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, the Master Servicer shall immediately give notice
thereof to the Directing Certificateholder, and deliver the related Servicing
File to the Special Servicer and shall use its best efforts to provide the
Special Servicer with all information, documents (or copies thereof) and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Mortgage Loan and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. Notwithstanding anything in Section
2.01(b) or any other provision of this Agreement to the contrary, the copying
and delivery of such documents, instruments, items, records and information
shall not be at the expense of the Special Servicer. At its option, although its
Sub-Servicing Agreement is terminated, the related Sub-Servicer, without any
compensation therefor, may retain Mortgage Loans on its computer systems while
such Mortgage Loans are Specially Serviced Mortgage Loans; provided that no
Sub-Servicer shall take any action with respect thereto so long as such Mortgage
Loan is a Specially Serviced Mortgage Loan; provided that the Master Servicer
shall assume all the Master Servicing duties with respect to such Mortgage Loan
as provided in the second succeeding paragraph. The Master Servicer shall use
its best efforts to comply with the third preceding sentence within [___]
Business Days of the occurrence of each related Servicing Transfer Event. The
Master Servicer shall deliver to each Holder of a Non-Registered Certificate
(other than the Class R-I or Class R-II Certificate) that shall have requested a
copy of any such notice a copy of the notice of such Servicing Transfer Event
provided by the Master Servicer to the Special Servicer pursuant to this
Section. No later than [___] Business Days before the Master Servicer is
required to deliver a copy of the related Servicing File to the Special
Servicer, it shall review the Servicing File and request from the Trustee any
material documents that it is aware are missing from the Servicing File. If the
related Sub-Servicer elects not to retain Specially Serviced Mortgage Loans on
its computer systems, then such Sub-Servicer shall return all Mortgage Files to
the Master Servicer.

      Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, the Special Servicer shall promptly give notice thereof
to the Master Servicer and to the Directing Certificateholder, and return the
related Servicing File to the Master Servicer within [___] Business Days and
upon giving such notice and returning such Servicing File, to the Master
Servicer, the Special Servicer's obligation to service such Mortgage Loan, and
the Special Servicer's right to receive the Special Servicing Fee with respect
to such Mortgage Loan, shall terminate, and the obligations of the Master
Servicer to service and administer such Mortgage Loan shall resume.

      Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the accounting, data collection,
reporting and other basic Master Servicer administrative functions with respect
to the Specially Serviced Mortgage Loans; provided that the Master Servicer
shall establish reasonable procedures as to the application of Special Servicer
receipts and tendered payments, and the Special Servicer shall have the
exclusive responsibility for and authority over all contacts (including
collection, which information shall be provided by the Master Servicer) with and
notices to Mortgagors and similar matters relating to each Specially Serviced
Mortgage Loan and the related Mortgaged Property.

      (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee the originals, of documents contemplated
by the definition of "Mortgage File" and generated while such Mortgage Loan is a
Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and provide to the
Master Servicer copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor generated while such
Mortgage Loan is a Specially Serviced Mortgage Loan.

      (c) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person, all
notices, certificates, information, consents and documents required to be given
or delivered by the Master Servicer to the Special Servicer or vice versa shall
be deemed to be given or delivered, as the case may be, without the necessity of
any action on such Person's part.

      (d) No later than [__] days after the date the servicing of a Mortgage
Loan is transferred from the Master Servicer to the Special Servicer pursuant to
the terms of this Agreement, the Special Servicer shall deliver to each Rating
Agency, the Master Servicer, the Trustee, and the Directing Certificateholder a
report (the "Asset Status Report") with respect to such Mortgage Loan and the
related Mortgaged Property. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
   and any negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
   reasonably known to the Special Servicer (including without limitation by
   reason of any Phase I Environmental Assessment and any additional
   environmental testing contemplated by Section 3.09), consistent with the
   Servicing Standard, that are applicable to the exercise of remedies set forth
   herein and to the enforcement of any related guaranties or other collateral
   for the related Mortgage Loan and whether outside legal counsel has been
   retained;

            (iii) the most current rent roll and income or operating statement
   available for the related Mortgaged Property;

            (iv) the Special Servicer's recommendations on how such Specially
   Serviced Mortgage Loan might be returned to performing status and returned to
   the Master Servicer for regular servicing or otherwise realized upon;

            (v) the Appraised Value of the Mortgaged Property together with the
   assumptions used in the calculation thereof (which the Special Servicer may
   satisfy by providing a copy of the last obtained Appraisal); and

            (vi) such other information as the Special Servicer deems relevant
   in light of the Servicing Standard.

      If within [__] Business Days of receiving an Asset Status Report related
to a Mortgage Loan, the Directing Certificateholder does not disapprove such
Asset Status Report in writing, the Special Servicer shall implement the
recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard or the terms of the applicable loan documents;
provided, further that if the Special Servicer determines that the failure to
take any action set forth in such Asset Status Report would violate the
Servicing Standard, the Special Servicer may implement the recommended action
outlined in such Asset Status Report without waiting for the response of the
Directing Certificateholder. If the Directing Certificateholder disapproves such
Asset Status Report, the Special Servicer will revise such Asset Status Report
and deliver to the Directing Certificateholder, the Rating Agencies, the Trustee
and the Master Servicer a new Asset Status Report as soon as practicable, but no
later than [__] days after such disapproval. The Special Servicer shall revise
such Asset Status Report as described above in this Section 3.21(d) until the
earlier of (x) the delivery by the Directing Certificateholder of an affirmative
approval in writing of such revised Asset Status Report, (y) the failure of
Directing Certificateholder to disapprove such revised Asset Status Report in
writing within [___] Business Days of its receipt thereof; or (z) the passage of
[__] days from the date of preparation of the initial version of the Asset
Status Report. Following the earliest of such events, and subject to the terms
of Section 3.20, the Special Servicer shall implement the recommended action as
outlined in the most recent version of such Asset Status Report (provided that
the Special Servicer shall not take any action that is contrary to applicable
law or the terms of the applicable loan documents or that violates the Servicing
Standard or fail to take any action, if the failure to take such action would
violate the Servicing Standard). The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement the new
action in such revised report so long as such revised report has been prepared,
reviewed and either approved or not rejected as provided above. For the
avoidance of doubt, any action to be taken (or not taken) by the Special
Servicer with respect to an Asset Status Report must be in all respects
consistent with the Servicing Standard and applicable law. The Special Servicer
shall have the authority to meet with the Mortgagor for any Specially Serviced
Mortgage Loan and take such actions consistent with the Servicing Standard and
the related Asset Status Report. The Special Servicer shall not take any action
inconsistent with the related Asset Status Report, unless such action would be
required to act in accordance with the Servicing Standard.

      Section 3.22 Sub-Servicing Agreements.

      (a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its obligations hereunder; provided that, in each case, the
Sub-Servicing Agreement: (i) insofar as it affects the Trust is consistent with
this Agreement in all material respects; (ii) expressly or effectively provides
that if the Master Servicer or Special Servicer, as the case may be, shall for
any reason no longer act in such capacity hereunder (including, without
limitation, by reason of an Event of Default), any successor to the Master
Servicer or the Special Servicer, as the case may be, hereunder (including the
Trustee if the Trustee has become such successor pursuant to Section 7.02) may
thereupon either assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of the Master Servicer or Special
Servicer, as the case may be, under such agreement or, except with respect to
those Sub-Servicing Agreements listed on Schedule II and subject to the
provisions of Section 3.22(d), terminate such rights and obligations; (iii) in
the case of a Sub-Servicing Agreement entered into by the Master Servicer,
expressly or effectively provides that such agreement shall be suspended with
respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Mortgage Loan; (iv) in the case of a Sub-Servicing
Agreement entered into by the Special Servicer, relates only to Specially
Serviced Mortgage Loans or REO Properties and expressly or effectively provides
that such agreement shall terminate with respect to any such Mortgage Loan that
becomes a Corrected Mortgage Loan; (v) in the case of a Sub-Servicing Agreement
entered into by the Master Servicer, provides that the related Sub-Servicer
shall comply with all reasonable requests for additional information made by the
Master Servicer (provided, however, that the related Sub-Servicer shall not be
required to furnish the same information to the Master Servicer more than once)
and, further, provides that the failure of the related Sub-Servicer to furnish
the Master Servicer on a timely basis with any required reports, statements or
other information, including without limitation, the reports referred to in
Section 3.12(a), either (A) shall permit the Master Servicer to make necessary
inquiries of the related borrower directly or (B) shall (subject to a cure
period not to exceed [___] days) constitute an event of default thereunder for
which the Master Servicer may terminate such Sub-Servicer without payment of any
termination fee (it being understood that notwithstanding anything to the
contrary in this clause (v), the obligations of a Sub-Servicer in respect of the
second sentence of Section 3.12(b) may be limited to the provision of reports as
agreed between the Master Servicer and such Sub-Servicer and response to
reasonable inquiries from the Master Servicer with respect thereto); (vi)
subject to Section 3.08 and Section 3.21(e), does not authorize any Sub-Servicer
to approve a modification or assumption of any Mortgage Loan without the
approval of the Master Servicer (in the case of Performing Loans) or of the
Special Servicer (in the case of Specially Serviced Mortgage Loans) or
authorizes the Sub-Servicer to foreclose any Mortgage Loan without the approval
of the Special Servicer; (vii) imposes no liability whatsoever on the Trustee or
the Certificateholders with respect to anything contained therein; and (viii)
provides that the Master Servicer shall pay the fees of any Sub-Servicer
retained by the Master Servicer from its own funds, and the Special Servicer
will pay the fees of any Sub-Servicer retained by the Special Servicer from its
own funds, in accordance with the respective Sub-Servicing Agreement. References
in this Agreement to actions taken or to be taken by the Master Servicer or the
Special Servicer, as the case may be, include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of the Master Servicer hereunder to make
Advances shall be deemed to have been advanced by the Master Servicer out of its
own funds and, accordingly, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.11(g) and/or
Section 4.03(d), such interest to be allocable between the Master Servicer and
such Sub-Servicer as they may agree. For purposes of this Agreement, the Master
Servicer and the Special Servicer each shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other such party, the
Trustee, and the Depositor in writing promptly of the appointment by it of any
Sub-Servicer, and shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents.

      (b) Each Sub-Servicer actually performing servicing functions (i) shall be
authorized to transact business in the state or states in which the Mortgaged
Properties for the Mortgage Loans it is to service are situated, if and to the
extent required by applicable law, and (ii) to the extent sub-servicing
multifamily loans, shall be an approved conventional seller/servicer of
multifamily mortgage loans for Freddie Mac or Fannie Mae or a HUD-Approved
Servicer.

      (c) The Master Servicer and the Special Servicer, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust each monitor the performance and enforce the
obligations of its Sub-Servicers under the related Sub-Servicing Agreements.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the terms of this Agreement, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer or the Special Servicer, as the case may
be, in its reasonable business judgment, would require were it the owner of the
Mortgage Loans. Promptly upon becoming aware of a default under any
Sub-Servicing Agreement to which it is a party, the Master Servicer or the
Special Servicer, as the case may be, shall notify each of the other parties
hereto and the Trustee, and then the Trustee shall provide a copy of such notice
to the Directing Certificateholder and, in accordance with Section 8.12(b),
shall, upon request, provide a copy of such notice to each Holder of a
Non-Registered Certificate (other than the Class R-I or Class R-II Certificates)
of any such default.

      (d) With respect to the Sub-Servicing Agreements in effect as of the
Closing Date that are listed on Schedule II, the initial Master Servicer hereby
agrees that it shall not, in its capacity as Master Servicer, terminate any
Sub-Servicer thereunder without cause as specified in such Sub-Servicing
Agreements. In the event of the resignation, removal or other termination of the
initial Master Servicer (or any successor Master Servicer) hereunder for any
reason, the successor to the initial Master Servicer (or to such successor
Master Servicer) shall elect, with respect to any Sub-Servicing Agreement
existing at the time of such termination (i) to assume the rights and
obligations of the predecessor Master Servicer under such Sub-Servicing
Agreement and continue the sub-servicing arrangements thereunder on the same
terms (including without limitation the obligation to pay the same sub-servicing
fee), (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer
and on such terms as the new Master Servicer and such Sub-Servicer shall
mutually agree (it being understood that such Sub-Servicer is under no
obligation to accept any such new Sub-Servicing Agreement or to enter into or
continue negotiations with the new Master Servicer) or (iii) except with respect
to those Sub-Servicing Agreements listed on Schedule II, which may only be
terminated for cause, to terminate such Sub-Servicing Agreement without cause;
provided that such Sub-Servicing Agreements have events of default that are
similar to the Events of Default set forth in Section 7.01. Nothing in the
foregoing provisions of this Section 3.22(d) shall limit the ability of the
initial or a successor Master Servicer to terminate a Sub-Servicer at any time
for cause as specified in such Sub-Servicing Agreements; provided, however, that
the parties hereto understand and agree that the refusal or failure of a
Sub-Servicer to enter into or continue negotiations with a successor Master
Servicer concerning a new Sub-Servicing Agreement shall not constitute cause for
termination. References in this Section 3.22(d) to Master Servicer, successor
Master Servicer or subsequent successor Master Servicer shall mean the Trustee,
if it is then Master Servicer, successor Master Servicer or subsequent Master
Servicer pursuant to the operation of Section 7.02.

      (e) In the event the Trustee or its designee assumes the rights and
obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement, the Master Servicer or the Special Servicer, as the
case may be, at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use its best efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

      (f) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer shall each remain obligated and liable to the Trustee and
the Certificateholders for the performance of its obligations and duties under
this Agreement in accordance with the provisions hereof to the same extent and
under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible.

      (g) Notwithstanding anything to the contrary set forth herein, any account
established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with the Master Servicer shall for all purposes under this Agreement
be deemed to be an account established and maintained by the Master Servicer.

      (h) Each Sub-Servicer pursuant to its related Sub-Servicing Agreement
shall retain the original of any letter of credit that has been issued in
connection with any Mortgage Loan that it sub-services pursuant to such
agreement on behalf of the Master Servicer for the benefit of the
Certificateholders; provided that it shall provide a copy of such letter of
credit to the Master Servicer.

      (i) Notwithstanding the foregoing, to the extent the Master Servicer or
the Special Servicer engages any affiliate or third party vendor, including any
Subservicer, in connection with the performance of any of its duties under this
Agreement, the Servicer shall immediately notify the Depositor in writing of
such engagement. To the extent the Depositor notifies the Servicer that it has
determined that any such affiliate, third party vendor or Subservicer is
participating in the servicing function with respect to the Mortgage Loans,
within the meaning of Item 1122 of Regulation AB, the Master Servicer or the
Special Servicer, as applicable, shall cause such affiliate, third party vendor
or Subservicer, as the case may be, to prepare a separate assessment and
attestation report, as contemplated by Section 3.14 of this Agreement and
deliver such report to the Trustee as set forth in Section [___] of this
Agreement. In addition, to the extent the Depositor notifies the Master Servicer
or the Special Servicer that it has determined that any such affiliate, third
party vendor or Subservicer would be a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i) through (iii)
of Regulation AB, the Master Servicer or Special Servicer, as applicable, shall
cause such affiliate, third party vendor or Subservicer, as the case may be, to
prepare a separate compliance statement as contemplated by Section 3.18 of this
Agreement and deliver such statement to the Trustee as set forth in Section
[___] of this Agreement. In addition, if the Depositor determines any such
affiliate, third party vendor or Subservicer would be a "servicer" within the
meaning of Item 1101 of Regulation AB, the Servicer shall cause such affiliate
or third party vendor to provide the Depositor and the Trustee the information
to the extent required by Section 1108(b) and 1108(c) of Regulation AB within
two Business Days following such engagement.

      Section 3.23 Designation of the Special Servicer by the Majority
Certificateholder of the Controlling Class.

      (a) The Majority Certificateholder of the Controlling Class may at any
time and from time to time terminate (with or without cause) and replace any
existing Special Servicer or any Special Servicer that has resigned or otherwise
ceased to serve as Special Servicer. For avoidance of doubt, the Majority
Certificateholder of the Controlling Class may not be the Depositor, or any
Affiliate of the Depositor. Such Majority Certificateholder shall so designate a
Person to so serve by the delivery to the Trustee of a written notice stating
such designation. The Trustee shall, promptly after receiving any such notice,
so notify the Rating Agencies. The designated Person shall become the Special
Servicer as of the date the Trustee shall have received: (i) written
confirmation from each Rating Agency stating that if the designated Person were
to serve as Special Servicer hereunder, none of the then current ratings
assigned by such Rating Agency to the respective Classes of the Certificates
would be downgraded, qualified (if applicable) or withdrawn as a result thereof;
(ii) a written acceptance of all obligations of the Special Servicer under this
Agreement, executed by the designated Person; and (iii) an Opinion of Counsel
(at the expense of the Person designated to become the Special Servicer) to the
effect that the designation of such Person to serve as Special Servicer is in
compliance with this Section 3.23, that upon the execution and delivery of the
written acceptance referred to in the immediately preceding clause (ii), the
designated Person shall be bound by the terms of this Agreement and that this
Agreement shall be enforceable against the designated Person in accordance with
its terms. The existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the terminated or resigned, as
applicable, Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation, whether in respect of Servicing Advances or otherwise,
(ii) it shall be entitled to certain Workout Fees thereafter received to the
extent permitted by Section 3.11(c), and (iii) it and its directors, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03, notwithstanding any such termination or resignation. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of its responsibilities and rights
hereunder, including, without limitation, the transfer within [___] Business
Days to the replacement Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the terminated
Special Servicer to the REO Account or delivered to the Master Servicer or that
are thereafter received by the terminated Special Servicer with respect to
Specially Serviced Mortgage Loans and REO Properties and the execution and
delivery of such documents acknowledging its termination as Special Servicer as
may be required by any Rating Agency. If the Special Servicer is terminated
without cause, the Majority Certificateholder of the Controlling Class shall be
responsible for paying any costs associated with such replacement, including the
reasonable costs of any servicing transfer.

      (b) The predecessor Special Servicer and successor Special Servicer shall
notify the Depositor and the Trustee of any appointment contemplated by this
Section 3.23 at least [___] Business Days prior to the effective date thereof
and shall provide the Depositor and the Trustee with all information required by
the Depositor to comply with its reporting obligation under Item 6.02 of Form
8-K not later than the effective date of such appointment.

      (c) The terminated Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such termination, whether in respect of Servicing Advances
or otherwise, (ii) it shall be entitled to certain Workout Fees thereafter
received to the extent permitted by Section 3.11(c), and (iii) it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of its responsibilities and rights
hereunder, including, without limitation, the transfer within [___] Business
Days to the replacement Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the terminated
Special Servicer to the REO Account or delivered to the Master Servicer or that
are thereafter received by the terminated Special Servicer with respect to
Specially Serviced Mortgage Loans and REO Properties and the execution and
delivery of such documents acknowledging its termination as Special Servicer as
may be required by any Rating Agency.

      Section 3.24 Confidentiality.

      Notwithstanding any terms to the contrary in Section 3.19(a), the Master
Servicer and the Special Servicer will use reasonable efforts to keep
confidential and not disclose to any Person other than each other, the
Depositor, the Trustee, a Controlling Class Certificateholder, the Sub-Servicer
(with respect to any Mortgage Loans it is sub-servicing), a Borrower (with
respect to the related Mortgage Loan), any Certificateholder, and the Rating
Agencies, any information that it obtains in its capacity as Master Servicer or
Special Servicer with respect to the Mortgage Loans or any related Mortgagor
including, without limitation, credit information with respect to any such
Mortgagor (collectively, "Confidential Information"), except (i) any officers,
directors and employees of the Master Servicer or Special Servicer (or any
officers, directors and employees of any Affiliates of the Master Servicer or
Special Servicer); (ii) auditors of the Master Servicer or the Special Servicer
and any agents, financial or tax advisors, attorneys, accountants and
professional consultants retained by the Master Servicer or the Special Servicer
in connection with the transactions contemplated by this Agreement that have
been informed of the confidential nature of the information provided to them;
(iii) the Mortgage Loan Seller with respect to information relating to the
Mortgage Loans transferred into the Trust by the Mortgage Loan Seller; (iv) a
potential purchaser of servicing rights hereunder that has agreed to keep such
information confidential; (v) to the extent the Master Servicer or Special
Servicer deems such disclosure to be reasonably necessary in carrying out its
duties pursuant to this Agreement or any Sub-Servicing Agreement; (vi) to the
extent such information is publicly available or otherwise available from
sources unrelated to this transaction; (vii) to the extent such disclosure is
required by law or court order or is demanded pursuant to a subpoena or is
requested by its regulator; (viii) to the extent such information is required to
be delivered to third parties (including, without limitation, property
inspectors, tax service companies, insurance carriers, and data systems vendors)
in connection with the performance of the Master Servicer's or the Special
Servicer's obligations hereunder; or (ix) to the extent the Depositor consents
in writing to such disclosure. For purposes of this paragraph, the terms "Master
Servicer" and "Special Servicer" shall mean the divisions or departments of such
corporate entities involved in providing services hereunder and their respective
officers, directors and employees. Notwithstanding anything in this Section 3.24
to the contrary, the Master Servicer, and any Sub-Servicer with the prior
written permission of the Master Servicer, may disseminate pool-wide and general
statistical information relating to the Mortgage Loans and the Mortgage Loan
portfolio being serviced (as to any Sub-Servicer, limited to its own
sub-serviced portfolio), so long as no Mortgagors are identified.

      Section 3.25 No Solicitation of Prepayments.

      Neither the Master Servicer nor the Special Servicer shall solicit or
permit any Affiliate to solicit, either directly or indirectly, prepayments from
any Mortgagors under the Mortgage Loans; provided, however, that the foregoing
restriction shall not be interpreted to prohibit such solicitation by a division
or department of, or an Affiliate of, the Master Servicer or the Special
Servicer, or otherwise by a division or department of, or an Affiliate of, the
Master Servicer or the Special Servicer if such solicitation occurs incidentally
in the normal course of business and such solicitation is not conducted, in
whole or in part, (i) by an individual engaged at any time in activities
relating to the servicing of Mortgage Loans or (ii) based upon or otherwise with
the benefit of information or documentation relating to the Certificates
obtained by or through the business unit within the Master Servicer or Special
Servicer responsible for servicing the Mortgage Loans, including without
limitation any listing of the Mortgage Loans or related Mortgagors or Mortgaged
Properties. Each Sub-Servicing Agreement shall contain a provision identical to
the foregoing with respect to the related Sub-Servicer.

      Section 3.26 Certain Matters with Respect to Mortgage Loans Permitting
Defeasance, Franchise Mortgage Loans and Certain Mortgage Loans Permitting
Additional Debt.

      (a) With respect to each Mortgage Loan as to which the Master Servicer
shall have the discretion pursuant to the terms thereof to require the related
Mortgagor to post defeasance collateral consisting of U.S. government
securities, within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under
the Mortgage Note when due in lieu of making a permitted prepayment, the Master
Servicer shall so require defeasance; provided such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8). The Master Servicer may accept as
defeasance collateral any "government security," within the meaning of Treasury
Regulations Section 1.860G-(2)(a)(8)(i), notwithstanding any more restrictive
requirements in the Mortgage.

      (b) The Master Servicer shall require, as a condition to the exercise by
the Mortgagor of any defeasance rights, that the Mortgagor pay any costs and
expenses associated with such exercise.

      (c) To the extent that the terms of a Mortgage permit defeasance, the
Master Servicer shall require the related Mortgagor to deliver a certification
from the Mortgagor's independent certified public accountants as to the
sufficiency of the related U.S. government securities, and provide a copy of
such certification to each Rating Agency and the Directing Certificateholder.

      (d) To the extent that the terms of a Mortgage permit defeasance, the
Master Servicer shall not approve the form and substance of any required legal
documents in connection with such defeasance unless (i) to the extent that the
outstanding principal balance of a Mortgage Loan is $[________] or more, or
constitutes [___]% or more of the then current principal balance of the Mortgage
Pool or such Mortgage Loan comprises at the time one of the ten largest Mortgage
Loans (by outstanding principal balance) in the Mortgage Pool, Moody's and S&P
each shall have confirmed to it in writing that such defeasance will not result
in the withdrawal, downgrade or qualification (if applicable) of the rating of
any Class of Certificates, (ii) it shall have obtained an Opinion of Counsel
that the defeasance complies with applicable REMIC Provisions; and (iii) it
shall have obtained an accountant's certification that the defeasance collateral
is sufficient to make payments under the related Mortgage Loan for the remainder
of its term. In the case of the defeasance of any Mortgage Loan that does not
require a Rating Agency confirmation pursuant to the immediately preceding
clause (i), the Master Servicer must provide to S&P after completion of the
defeasance a certification substantially in the form of Exhibit J hereto.

      (e) With respect to each Mortgage Loan that provides for defeasance, to
the extent permitted by the terms of such Mortgage Loan, or if so requested by
the Rating Agencies, the Master Servicer shall use its best efforts to have the
related Mortgagor (i) designate a Single-Purpose-Entity (if the borrower no
longer complies) to assume the Mortgage Loan and own the collateral and (ii)
provide an opinion from counsel that the Trustee has a perfected security
interest in the new collateral.

      (f) To the extent that (i) the outstanding principal balance of a Mortgage
Loan is $[________] or more or constitutes [___]% or more of the then current
principal balance of the Mortgage Pool, and (ii) the terms of the related loan
documents require the consent of the lender in order for the related Mortgagor
to change the manager of the related Mortgaged Property, the Master Servicer
shall not so consent to such a change in management unless it has received (a)
the prior consent of the Special Servicer, which will be deemed given if such
party has not responded within [___] Business Days (as such period may be
extended herein if the consent of the Directing Certificateholder is required
hereunder) following delivery of request for consent together with any
information reasonably necessary to make a decision and (b) a written
confirmation from each Rating Agency such a change in management, if effected,
would not result in the withdrawal, downgrade or qualification (if applicable)
of the rating of any Class of Certificates.

      (g) Notwithstanding anything contained in this Section 3.26 the Master
Servicer will disregard any objection of the Directing Certificateholder, as
applicable, that would result in a Prohibited Action.

      Section 3.27 Application of Default Charges.

      (a) Any and all Default Charges that are actually received by or on behalf
of the Trust with respect to the Mortgage Pool, shall be applied for the
following purposes and in the following order, in each case to the extent of the
remaining portion of such Default Charges: [Specify application of Default
Charges.]

      Section 3.28 Matters Relating to Certain Mortgage Loans.

      (a) [Insert any unique servicing issues with respect to a particular
Mortgage Loan].

                                   ARTICLE IV

               PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS

      Section 4.01 Distributions.

      (a) (i) On each Distribution Date, amounts held in the REMIC I
Distribution Account shall be withdrawn or deemed to be withdrawn (to the extent
of the Available Distribution Amount, the "REMIC I Distribution Amount") in the
case of all Classes of REMIC I Regular Interests and distributed or deemed to be
distributed on the REMIC I Regular Interests as set forth in Section 4.01(a)(ii)
and distributed on the Class R-I Certificates as set forth in Section
4.01(a)(iii). Thereafter, until distributed to the Certificateholders, such
amounts shall be considered to be held in the REMIC II Distribution Account.

            (i) Principal and interest amounts, reimbursement of Realized Losses
   and Additional Trust Fund Expenses and timing of distributions on each REMIC
   I Regular Interest will be identical to such amounts, reimbursements and
   timing on the related Corresponding Certificates; except that, solely for
   this purpose, all calculations of interest with respect to the Corresponding
   REMIC I Regular Interests shall be made as though the Class A, Class B and
   Class C Certificate Pass-Through Rates were equal to the Weighted Average
   Adjusted Net Mortgage Rate [and as though the Class X Notional Amount were
   zero at all times] and such that the amounts and timing of interest
   distributions on each Corresponding REMIC I Regular Interest represent the
   aggregate of the corresponding amounts on each Class of Corresponding
   Certificates [and its related Component of the Class X Certificates];
   provided that [(A)] interest shall be deemed distributed on such REMIC I
   Regular Interest only in the same priority and to the extent actually
   distributable on such related Class of Corresponding Certificates (and pro
   rata among such REMIC I Regular Interests corresponding to a related Class of
   Corresponding Certificates) or related Component [and (B) interest
   distributable on the Class X Certificates shall be distributable pro rata
   among the related Components].

            (ii) Any amount that remains in the REMIC I Distribution Account on
   each Distribution Date after distribution of the REMIC I Distribution Amount
   and Prepayment Premiums allocable to the REMIC I Regular Interests pursuant
   to Section 4.01(c)(iv) shall be distributed to the Holders of the Class R-I
   Certificates (but only to the extent of the Available Distribution Amount for
   such Distribution Date remaining in the REMIC I Distribution Account, if
   any).

      (b) On each Distribution Date, to the extent of the Available Distribution
Amount for such Distribution Date, the Trustee shall transfer or be deemed to
transfer the REMIC I Distribution Amount from the REMIC I Distribution Account
to the REMIC II Distribution Account in the amounts set forth in Section
4.01(a)(ii) with respect to each Class of REMIC I Regular Interest, and
immediately thereafter, shall make distributions thereof from the REMIC II
Distribution Account to the REMIC II Regular Certificates in the order of
priority set forth in clauses (i) through (xlix) below, satisfying in full, to
the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:

            (i) concurrently, to distributions of interest to the Holders of the
   Class A [and Class X] Certificates, up to an amount equal to[, and pro rata
   as among such Classes in accordance with,] all Distributable Certificate
   Interest in respect of each such Class of Certificates for such Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates, if any;

            (ii) to distributions of principal to the Holders of the Class A
   Certificates, in an amount (not to exceed the Class Principal Balance of the
   Class A Certificates outstanding immediately prior to such Distribution Date)
   equal to the entire remaining Principal Distribution Amount for such
   Distribution Date;

            (iii) to distributions to the Holders of the Class A Certificates,
   in an amount equal to, and in reimbursement of, all Realized Losses and
   Additional Trust Fund Expenses, if any, that were previously allocated to the
   Class Principal Balance of the Class A Certificates and that remain
   unreimbursed immediately prior to such Distribution Date;

            (iv) to distributions of interest to the Holders of the Class B
   Certificates in an amount equal to all Distributable Certificate Interest in
   respect of such Class of Certificates for such Distribution Date and, to the
   extent not previously paid, for all prior Distribution Dates;

            (v) if the Class Principal Balances of the Class A Certificates have
   been reduced to zero, to distributions of principal to the Holders of the
   Class B Certificates, in an amount (not to exceed the Class Principal Balance
   of the Class B Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire remaining Principal Distribution
   Amount for such Distribution Date;

            (vi) to distributions to the Holders of the Class B Certificates, in
   an amount equal to, and in reimbursement of, all Realized Losses and
   Additional Trust Fund Expenses, if any, that were previously allocated to the
   Class Principal Balance of the Class B Certificates and that remain
   unreimbursed immediately prior to such Distribution Date;

            (vii) to distributions of interest to the Holders of the Class C
   Certificates, in an amount equal to all Distributable Certificate Interest in
   respect of such Class of Certificates for such Distribution Date and, to the
   extent not previously paid, for all prior Distribution Dates;

            (viii) if the Class Principal Balances of the Class A and Class B
   Certificates have been reduced to zero, to distributions of principal to the
   Holders of the Class C Certificates, in an amount (not to exceed the Class
   Principal Balance of the Class C Certificates outstanding immediately prior
   to such Distribution Date) equal to the entire remaining Principal
   Distribution Amount for such Distribution Date;

            (ix) to distributions to the Holders of the Class C Certificates, in
   an amount equal to, and in reimbursement of, all Realized Losses and
   Additional Trust Fund Expenses, if any, that were previously allocated to the
   Class Principal Balance of the Class C Certificates and that remain
   unreimbursed immediately prior to such Distribution Date; and

            (x) to distributions to the Holders of the Class R-II Certificates,
   in the amount remaining in the REMIC II Distribution Account for such
   Distribution Date remaining after the distributions to be made on such
   Distribution Date pursuant to clauses (i) through (ix) above;

provided that, on each Distribution Date coinciding with or following the Senior
Principal Distribution Cross Over Date, and in any event on the Final
Distribution Date, the payments of principal to be made pursuant to clause (ii)
above, will be so made to the Holders of Class A Certificates, subject to
available funds, up to an amount equal to the respective then outstanding Class
Principal Balance of such Class, and without regard to the Principal
Distribution Amount for such date; provided, further, that, on the Final
Distribution Date, the payments of principal to be made pursuant to any of
clauses (v) and (viii) above with respect to any Class of Sequential Pay
Certificates, will be so made to the Holders thereof, subject to available
funds, up to an amount equal to the entire then outstanding Class Principal
Balance of such Class of Certificates, and without regard to the Principal
Distribution Amount for such date. References to "remaining Principal
Distribution Amount" in any of clauses (v) and (viii) above, in connection with
the payments of principal to be made to the Holders of any Class of Sequential
Pay Certificates, shall be to the Principal Distribution Amount for such
Distribution Date, net of any payments of principal made in respect thereof to
the Holders of each other Class of Sequential Pay Certificates that has a higher
Payment Priority.

      [All distributions of interest made in respect of the Class X Certificates
on any Distribution Date pursuant to clause (i) above, shall be deemed to have
been made in respect of all the Components of such Class, pro rata in accordance
with the respective amounts of interest that would be payable on such Components
on such Distribution Date based on the Class X Strip Rate of such Component
multiplied by its Component Notional Amount, less an allocable portion of any
Prepayment Interest Shortfall, together with any amounts thereof remaining
unpaid from previous Distribution Dates.]

      (c) (i) On each Distribution Date, Prepayment Premiums collected during
the related Collection Period with respect to the Mortgage Loans will be
distributed by the Trustee to the following Classes: to the Class A, Class B and
Class C Certificates in an amount equal to the product of (a) a fraction whose
numerator is the amount distributed as principal to such Class on such
Distribution Date, and whose denominator is the total amount distributed as
principal to the Class A, Class B and Class C Certificates on such Distribution
Date, (b) the Base Interest Fraction for the related principal payment on such
Class of Certificates, and (c) the aggregate amount of Prepayment Premiums
relating to such Mortgage Loans collected on such principal prepayments during
the related Collection Period. [Any Prepayment Premiums collected on such
Mortgage Loans during the related Collection Period remaining after such
distributions will be distributed to entirely to the Holders of the Class X
Certificates.]

            (ii) The "Base Interest Fraction" with respect to any Principal
   Prepayment on any Mortgage Loan and with respect to any Class of REMIC II
   Regular Certificates, is a fraction (a) whose numerator is the amount, if
   any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
   (ii) the Discount Rate and (b) whose denominator is the amount, if any, by
   which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the Discount
   Rate. However, under no circumstances shall the Base Interest Fraction be
   greater than one. If such Discount Rate is greater than or equal to the
   lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the
   Pass-Through Rate described in the preceding sentence, then the Base Interest
   Fraction will equal zero. The "Discount Rate" with respect to any applicable
   Prepayment Premium calculation, is the yield on the United Stated Treasury
   issue with a maturity date closest to the Maturity Date for the Mortgage Loan
   being prepaid (if applicable, converted to a monthly compounded nominal
   yield), or an interpolation thereof, in any case as specified and used in
   accordance with the related loan documents in calculating the Prepayment
   Premium with respect to the related prepayment; provided, however, that for
   any Mortgage Loan subject to a Fixed Prepayment Premium, the Discount Rate
   means the yield on the United Stated Treasury issue with a maturity date
   closest to the Maturity Date for the Mortgage Loan being prepaid, or an
   interpolation thereof.

            (iii) [After the Certificate Principal Balances of the Class A,
   Class B and Class C Certificates have been reduced to zero, all Prepayment
   Premiums and yield maintenance charges with respect to the Mortgage Loans
   shall be distributed to the holders of the Class X Certificates.]

      (d) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
provided below, all such distributions with respect to each Class of
Certificates on each Distribution Date shall be made to the Certificateholders
of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the
account of any such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than [___] Business Days
prior to the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent Distribution Dates), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such
Certificate at the Corporate Trust Office or such other location specified in
the notice to Certificateholders of such final distribution. Any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Register or to any other
address of which the Trustee was subsequently notified in writing.

      (e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.

      If, in connection with any Distribution Date, the Trustee has reported the
amount of an anticipated distribution to DTC based on a report received from the
Master Servicer, and the final report from the Master Servicer changes the
initial amounts forwarded by the Master Servicer to the Trustee, the Trustee
shall use commercially reasonable efforts to notify DTC to make a revised
distribution on a timely basis on such Distribution Date. The Trustee shall not
be liable or held responsible for any resulting delay (or claim by DTC resulting
therefrom) in the making of such distribution to the Certificateholders and
shall be entitled to reimbursement from the Trust Fund for any reasonable
losses, costs or expenses resulting therefrom.

      (f) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of their Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly previously
distributed on the Certificates. Distributions in reimbursement of Realized
Losses and Additional Trust Fund Expenses previously allocated to a Class of
Certificates shall not constitute distributions of principal and shall not
result in a reduction of the related Class Principal Balance.

      (g) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, as
soon as practicable in the month in which such Distribution Date occurs, mail to
each Holder of such Class of Certificates as of the date of mailing a notice to
the effect that:

            (i) the Trustee expects that the final distribution with respect to
   such Class of Certificates will be made on such Distribution Date but only
   upon presentation and surrender of such Certificates at the Corporate Trust
   Office or such other location therein specified, and

            (ii) no interest shall accrue on such Certificates from and after
   such Distribution Date.

      Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation,
the Trustee, directly or through an agent, shall take such steps to contact the
remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the
first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any Certificateholder on any amount held in trust hereunder by the
Trustee as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
4.01(g). If all of the Certificates shall not have been surrendered for
cancellation by the second anniversary of the delivery of the second notice, the
Trustee shall distribute to the Class R-II Certificateholders all unclaimed
funds and other assets that remain subject hereto.

      (h) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code taking into account any
applicable exemptions from, or reductions in, withholding upon receipt of
appropriate IRS forms and documentation. The consent of Certificateholders shall
not be required for such withholding. In the event the Trustee does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
shall indicate the amount withheld to such Certificateholders. Such amounts
shall be deemed to have been distributed to such Certificateholders for all
purposes of this Agreement.

      Section 4.02 Statements to Certificateholders; Certain Reports by the
Master Servicer and the Special Servicer.

      (a) On each Distribution Date, the Trustee shall provide or make
available, either in electronic format or by first class mail to each Holder
(and, if it shall have certified to the Trustee as to its Ownership Interest in
a Class of Book-Entry Certificates, each Certificate Owner) of the Certificates
and to the Rating Agencies a statement substantially in the form set forth as
Exhibit G hereto (a "Distribution Date Statement"), as to the distributions made
on such Distribution Date setting forth:

            (i) the amount of the distribution, if any, on such Distribution
   Date to the Holders of each Class of REMIC II Regular Certificates in
   reduction of the Class Principal Balance thereof;

            (ii) the amount of the distribution, if any, on such Distribution
   Date to the Holders of each Class of REMIC II Regular Certificates allocable
   to Distributable Certificate Interest and the amount of the distribution, if
   any, on such Distribution Date to the Holders of each Class of REMIC II
   Regular Certificates allocable to Prepayment Premiums;

            (iii) the Available Distribution Amount for such Distribution Date;

            (iv) the aggregate amount of P&I Advances (both as to those within
   any applicable grace period and those which are beyond any applicable grace
   period, together with the aggregate amount of delinquencies) and other
   Advances made in respect of the immediately preceding Distribution Date;

            (v) P&I Advances outstanding as of the Master Servicer Remittance
   Date;

            (vi) the aggregate amount of P&I Advances made with respect to the
   Mortgage Pool in respect of the immediately preceding Determination Date;

            (vii) the number, aggregate principal balance, weighted average
   remaining term to maturity and weighted average Mortgage Rate of the Mortgage
   Pool as of the end of the Collection Period for the immediately preceding
   Determination Date;

            (viii) as of the Determination Date for the related Distribution
   Date, the number, aggregate unpaid principal balance and specific
   identification (by loan number) of Mortgage Loans (A) delinquent 30-59 days,
   (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D) current but
   specially serviced or in foreclosure but not a REO Property and (E)
   identification of Mortgage Loans the Mortgagor for which is subject to
   bankruptcy;

            (ix) with respect to any REO Property included in the Trust Fund as
   of the end of the Collection Period for such Distribution Date, the principal
   balance of the Mortgage Loan as of the date such Mortgage Loan became
   delinquent;

            (x) the Accrued Certificate Interest and Distributable Certificate
   Interest in respect of each Class of REMIC II Regular Certificates for such
   Distribution Date;

            (xi) the aggregate amount of Distributable Certificate Interest
   payable in respect of each Class of REMIC II Regular Certificates on such
   Distribution Date, including, without limitation, any Distributable
   Certificate Interest remaining unpaid from prior Distribution Dates;

            (xii) any unpaid Distributable Certificate Interest in respect of
   Class of REMIC II Regular Certificates after giving effect to the
   distributions made on such Distribution Date;

            (xiii) the Pass-Through Rate for each Class of REMIC II Regular
   Certificates for such Distribution Date;

            (xiv) the Principal Distribution Amount with respect to the Mortgage
   Pool for such Distribution Date, separately identifying the amounts
   distributable to each Class of REMIC II Regular Certificates;

            (xv) the aggregate of all Realized Losses incurred during the
   related Collection Period and all Additional Trust Fund Expenses incurred
   during the related Collection Period, and an itemization of all such
   Additional Trust Fund Expenses;

            (xvi) the Certificate Principal Balance or Notional Amount, as the
   case may be, of each Class of REMIC II Regular Certificates outstanding
   immediately before and immediately after such Distribution Date, separately
   identifying any reduction therein due to the allocation of Realized Losses
   and Additional Trust Fund Expenses on such Distribution Date;

            (xvii) the Certificate Factor for each Class of REMIC II Regular
   Certificates immediately following such Distribution Date;

            (xviii) the aggregate amount of servicing fees paid to the Master
   Servicer and the Special Servicer, collectively and separately, during the
   related Collection Period;

            (xix) a brief description of any material waiver, modification or
   amendment of any Mortgage Loan entered into by the Master Servicer or Special
   Servicer pursuant to Section 3.20 during the related Collection Period;

            (xx) current and cumulative outstanding Advances with respect to the
   Mortgage Pool;

            (xxi) current prepayments and curtailments;

            (xxii) the number and aggregate principal balance of Mortgage Loans
   as to which foreclosure proceedings have been commenced as to the related
   Mortgaged Property;

            (xxiii) the ratings from all Rating Agencies for all Classes of
   Certificates;

            (xxiv) the amounts held in the Excess Liquidation Proceeds Account;
   and

            (xxv) the CMSA Reconciliation of Funds Report.

      Any item of information disclosed to the Trustee by the Master Servicer
pursuant to Section 3.19(a) since the preceding Distribution Date (or, in the
case of the initial Distribution Date, since the Closing Date) shall be made
available with the Distribution Date Statement.

      In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount in the aggregate for
all Certificates of each applicable Class and per Single Certificate. Except
with respect to the Certificate Factor (required to be reported by clause (xix)
above), financial information reported by the Trustee to the Certificateholders
pursuant to this Section 4.02 shall be expressed as a dollar amount rounded to
the nearest whole cent. Absent actual knowledge of an error therein, the Trustee
shall have no obligation to recompute, recalculate or verify any information
provided to it by the Master Servicer or Special Servicer. The calculations by
the Trustee contemplated by this Section 4.02 shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

      The Trustee shall be entitled to rely on but shall not be responsible for
the content or accuracy of any information provided by third parties for
purposes of preparing the Distribution Date Statement and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

      Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish upon request to each Person who at any time during the
calendar year was a Holder of a REMIC II Regular Certificate a statement
containing the information as to the applicable Class set forth in clauses (i),
(ii) and (iii) above of the description of Distribution Date Statement,
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder, together with such other information as the
Trustee determines to be necessary to enable Certificateholders to prepare their
tax returns for such calendar year. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time are in force.

      Upon filing with the IRS, the REMIC Administrator shall furnish to the
Holders of the Class R-I and Class R-II Certificates the IRS Form 1066 and shall
furnish their respective Schedules Q thereto at the times required by the Code
or the IRS, and shall provide from time to time such information and
computations with respect to the entries on such forms as any Holder of the
Class R-I and Class R-II Certificates may reasonably request.

      The Trustee will make available each month, to the general public, the
Distribution Date Statement (and any additional files containing the same
information in an alternative format) via the Trustee's Website. In addition,
the Trustee will make available to the general public each month the Servicer
Reports, the CMSA Loan Setup File and the Trustee's Reports on the Trustee's
Website. In addition, the Trustee will make available, as a convenience for
interested parties (and not in furtherance of the distribution of the Base
Prospectus and the Prospectus Supplement under the securities laws), this
Agreement, the Base Prospectus and the Prospectus Supplement via the Trustee's
Website. The Trustee will also make available copies of the Depositor's
registration statement and any other materials the Depositor files with the
Securities and Exchange Commission, including distribution reports on Form 10-D,
annual reports on Form 10-K, current reports on Form 8-K and amendments to these
reports available through this website on the same date they are filed with the
Securities and Exchange Commission. Parties that are unable to use the website
are entitled to have a paper copy mailed to them via first class mail by calling
the customer service desk and indicating such. The Trustee shall have the right
to change the way the monthly statements to Certificateholders are distributed
in order to make such distribution more convenient and/or more accessible to the
above parties and the Trustee shall provide timely and adequate notification to
all above parties regarding any such changes. For assistance with the
above-referenced services, interested parties may call [(___) ___-____]. The
Trustee will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor. In
addition, upon authorization of the Depositor, that is hereby given, the Trustee
shall make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc. and
Standard & Poor's Conquest or such other vendors as chosen by the Depositor,
including Reuters, all electronic reports delivered or made available pursuant
to Section 4.02 of this Agreement to the Certificateholders using a format
mutually acceptable to such vendors and the Trustee.

      In connection with providing access to the Trustee's Website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee shall
not be liable for the dissemination of the information in accordance herewith.

      (b) By [___] (New York City time) on the [___] Business Day following each
Determination Date (or with respect to the CMSA Loan Periodic Update File, by
[___] p.m. (New York City time) on the [___] Business Day following each
Determination Date), the Master Servicer shall deliver to the Trustee, in a
computer-readable medium downloadable by the Trustee, each of the files and
reports comprising the CMSA Investor Reporting Package (other than the CMSA Bond
Level File and the CMSA Collateral Summary File, which are prepared by the
Trustee), each reflecting information as of the close of business on such
Determination Date, in a mutually agreeable electronic format. The CMSA Loan
Periodic Update File contained in the CMSA Investor Reporting Package and any
written information supplemental thereto shall include such information with
respect to the Mortgage Loans that is reasonably required by the Trustee for
purposes of making the calculations and preparing the reports for which the
Trustee is responsible pursuant to Section 4.01, this Section 4.02, Section 4.04
or any other section of this Agreement, as set forth in reasonable written
specifications or guidelines issued by the Trustee from time to time. Such
information may be delivered by the Master Servicer to the Trustee by telecopy
or in such electronic or other form as may be reasonably acceptable to the
Trustee and the Master Servicer.

      The Special Servicer shall from time to time (and, in any event, as may be
reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Mortgage
Loans and REO Properties as may be necessary for the Master Servicer to prepare
each report and any supplemental information to be provided by the Master
Servicer to the Trustee.

      Notwithstanding the foregoing, the failure of the Master Servicer or the
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to Section 4.02(a) or this Section 4.02(b) shall not constitute a
breach of Section 4.02(a) or of this Section 4.02(b) to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case
may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage
Loans or the Mortgaged Properties, would constitute a waiver of the
attorney-client privilege on behalf of the Trust or would otherwise materially
harm the Trust Fund. The Master Servicer or the Special Servicer may affix to
any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto).

      (c) Not later than [___] p.m. (New York City time) on the [___] Business
Day following each Determination Date, the Special Servicer shall prepare and
deliver or cause to be delivered to the Master Servicer, the following reports
(or data fields required for the Master Servicer to produce such reports) with
respect to the Specially Serviced Mortgage Loans and any REO Properties,
providing the required information as of such Determination Date: (i) a CMSA
Property File; and (ii) a CMSA Special Servicer Loan File. In addition, the
Special Servicer shall from time to time provide the Master Servicer with such
information in the Special Servicer's possession regarding the Specially
Serviced Mortgage Loans and REO Properties as may be requested by the Master
Servicer and is reasonably necessary for the Master Servicer to prepare each
report and any supplemental information required to be provided by the Master
Servicer to the Trustee.

      (d) Notwithstanding anything herein to the contrary, the failure of the
Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 4.02 shall not constitute a breach of
this Section 4.02 to the extent the Master Servicer or Special Servicer so fails
because such disclosure, in the reasonable belief of the Master Servicer or the
Special Servicer as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties or would constitute a
waiver of the attorney-client privilege on behalf of the Trust. The Master
Servicer and Special Servicer may disclose any such information or any
additional information to any Person so long as such disclosure is consistent
with applicable law, the related loan documents and the Servicing Standard. The
Master Servicer or the Special Servicer may affix to any information provided by
it any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

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

      Section 4.03 P&I Advances.

      (a) On each Master Servicer Remittance Date, the Master Servicer shall in
the case of all Mortgage Loans, either (i) deposit into the Distribution Account
from its own funds an amount equal to the aggregate amount of P&I Advances, if
any, to be made in respect of the related Distribution Date, (ii) apply amounts
held in the Certificate Account for future distribution to Certificateholders in
subsequent months in discharge of any such obligation to make P&I Advances, or
(iii) make P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made; provided that if Late
Collections of any of the delinquent principal and/or interest in respect of
which it is to make P&I Advances on any Master Servicer Remittance Date are then
on deposit in the Certificate Account, the Master Servicer shall use such Late
Collections (net of any Master Servicing Fees, Liquidation Fees and Workout Fees
payable therefrom) to make such P&I Advances. If, as of 3:00 p.m., New York City
time, on any Master Servicer Remittance Date, the Master Servicer shall not have
made any P&I Advance required to be made on such date pursuant to this Section
4.03(a) (and shall not have delivered to the Trustee the requisite Officer's
Certificate and documentation related to a determination of nonrecoverability of
a P&I Advance), then the Trustee shall provide notice of such failure to a
Servicing Officer of the Master Servicer by facsimile transmission sent to
telecopy no. [_______________] (or such alternative number provided by the
Master Servicer to the Trustee in writing) and by telephone at telephone no.
[_______________] (or such alternative number provided by the Master Servicer to
the Trustee in writing) as soon as possible, but in any event before 4:00 p.m.,
New York City time, on such Master Servicer Remittance Date. If, after such
notice, the Trustee does not receive the full amount of such P&I Advances by the
close of business (New York City time) on such Master Servicer Remittance Date,
then (i) unless the Trustee determines that such Advance would be a
Nonrecoverable P&I Advance if made, the Trustee shall make, by 11:00 a.m. on the
Distribution Date or in any event by such time as shall be required to make the
required distribution on such Distribution Date, the portion of such P&I
Advances that was required to be, but was not, made by the Master Servicer on
such Master Servicer Remittance Date and (ii) such failure shall constitute an
Event of Default on the part of the Master Servicer.

      (b) The aggregate amount of P&I Advances to be made in respect of the
Mortgage Loans (including, without limitation, Balloon Loans that are included
in the Trust Fund delinquent as to their respective Balloon Payments) and any
REO Loans for any Distribution Date shall equal, subject to subsection (c)
below, the aggregate of all Monthly Payments (other than Balloon Payments) and
any Assumed Monthly Payments, in each case net of related Master Servicing Fees
payable hereunder, that were due or deemed due, as the case may be, in respect
thereof on their respective Due Dates during the related Collection Period and
that were not paid by or on behalf of the related Mortgagors or otherwise
collected as of the close of business on the [___] Business Day before the
Master Servicer Remittance Date; provided that, if an Appraisal Reduction Amount
exists with respect to any Required Appraisal Loan, then, in the event of
subsequent delinquencies thereon, the interest portion of the P&I Advance in
respect of such Required Appraisal Loan for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the
principal portion of such P&I Advance) to equal the product of (i) the amount of
the interest portion of such P&I Advance for such Required Appraisal Loan for
such Distribution Date without regard to this proviso, multiplied by (ii) a
fraction, expressed as a percentage, the numerator of which is equal to the
Stated Principal Balance of such Required Appraisal Loan immediately prior to
such Distribution Date, net of the related Appraisal Reduction Amount, if any,
and the denominator of which is equal to the Stated Principal Balance of such
Required Appraisal Loan immediately prior to such Distribution Date; provided,
further, that the Master Servicer shall not advance Excess Interest with respect
to ARD Loans or a Prepayment Premium.

      (c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made hereunder if such P&I Advance would, if made, constitute
a Nonrecoverable P&I Advance. In addition, with respect to the Mortgage Loans,
Nonrecoverable P&I Advances shall be reimbursable pursuant to Section 3.05(a)
out of general collections on the Mortgage Pool on deposit in the Certificate
Account. The determination by the Master Servicer or the Trustee that it has
made a Nonrecoverable P&I Advance has been made or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance or that any
proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered promptly (and, in any
event, in the case of a proposed P&I Advance by the Master Servicer, no less
than [___] Business Days prior to the related Master Servicer Remittance Date)
to the Trustee (or, if applicable, retained thereby), the Depositor, the Rating
Agencies, the Directing Certificateholder, setting forth the basis for such
determination, together with (such determination is prior to the liquidation of
the related Mortgage Loan or REO Property) a copy of an Appraisal of the related
Mortgaged Property or REO Property, as the case may be, which shall have been
performed within the 12 months preceding such determination, and further
accompanied by any other information that the Master Servicer or the Special
Servicer may have obtained that supports such determination. The Trustee shall
deliver such Officer's Certificate as soon as practicable after its
determination that such P&I Advance would be nonrecoverable. If such an
Appraisal shall not have been required and performed pursuant to the terms of
this Agreement, the Master Servicer may, subject to its reasonable and good
faith determination that such Appraisal will demonstrate the nonrecoverability
of the related Advance, obtain an Appraisal for such purpose at the expense of
the Trust out of general collections. The Trustee shall be entitled to rely on
any determination of nonrecoverability that may have been made by the Master
Servicer with respect to a particular P&I Advance. The Master Servicer and the
Trustee shall rely on any determination of nonrecoverability that may have been
made by the Special Servicer with respect to a particular P&I Advance.

      (d) The Master Servicer and the Trustee shall be entitled to receive
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each P&I Advance made thereby (out of its own funds), to the extent
that such P&I Advance relates to a Past Grace Period Loan when made, or remains
outstanding when such Mortgage Loan becomes a Past Grace Period Loan, in which
case such interest shall begin to accrue when such Mortgage Loan becomes a Past
Grace Period Loan, for so long as such P&I Advance is outstanding (or, in the
case of Advance Interest payable to the Master Servicer, if earlier, until the
Late Collection of the delinquent principal and/or interest in respect of which
such P&I Advance was made has been received by the Master Servicer). Such
interest will be paid: first, out of any Default Charges as set forth in Section
3.27; and second, at any time coinciding with or following the reimbursement of
such P&I Advance, out of general collections on the Mortgage Loans and any REO
Properties on deposit in the Certificate Account. The Master Servicer shall
reimburse itself or the Trustee, as appropriate, for any P&I Advance made
thereby as soon as practicable after funds available for such purpose are
deposited into the Certificate Account and in no event shall interest accrue in
accordance with this Section 4.03(d) on any P&I Advance as to which the
corresponding Late Collection had been received as of the related date on which
such P&I Advance was made.

      (e) With regard to such P&I Advances, the Master Servicer, the Special
Servicer or the Trustee shall account for that part of the P&I Advances that is
attributable to Past Grace Period Loans, and that part of the P&I Advances that
is attributable to Within Grace Period Loans.

      Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses.

      (a) On each Distribution Date, following the distributions to be made to
the Certificateholders, on such date pursuant to Section 4.01(b) and the
allocation of Realized Losses pursuant to the preceding paragraph, the Trustee
shall determine the amount, if any, by which (i) the then aggregate Certificate
Principal Balance of the Sequential Pay Certificates exceeds (ii) the aggregate
Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date (provided, however, that for
purposes of this calculation, any Workout-Delayed Reimbursement Amounts paid
from principal collections on the Mortgage Pool shall for purposes of this
calculation be deemed to still be outstanding unless the related Unliquidated
Advance has been determined to be a Nonrecoverable Advance on the related
Mortgage Loan or a Final Determination has been made with respect to the related
Mortgage Loan or the related Mortgage Loan or REO Property is otherwise
liquidated or disposed). If such excess does exist, then the Class Principal
Balances of the Class C, Class B and Class A Certificates shall be reduced
sequentially, in that order in each case, until such excess or the related Class
Principal Balance is reduced to zero (whichever occurs first). Such reductions
in the Class Principal Balances of the respective Classes of the Sequential Pay
Certificates shall be deemed to be allocations of Realized Losses and Additional
Trust Fund Expenses, to the extent not covered by reductions in distributions of
interest pursuant to the allocations set forth in Section 4.01(b).

      (b) With respect to any Distribution Date, any Realized Losses or
Additional Trust Fund Expenses allocated pursuant to Section 4.04(a) with
respect to such Distribution Date shall reduce the REMIC I Principal Balances of
the REMIC I Regular Interests as a write-off and shall be allocated among the
REMIC I Regular Interests in the same priority as the Class of Corresponding
Certificates.

      Section 4.05 Interest Reserve Account.

      The Master Servicer shall establish and maintain the Interest Reserve
Account in the Trustee's name for the benefit of the Certificateholders. The
Interest Reserve Account shall be established and maintained, at all times, as
an Eligible Account, which the Master Servicer may (but shall not be obligated
to) invest only in Permitted Investments in accordance with Section 3.06. On
each Master Servicer Remittance Date occurring in February and each Master
Servicer Remittance Date in January of any year that is not a leap year, the
Master Servicer shall withdraw from the Certificate Account, in respect of each
Mortgage Loan which accrues interest on an Actual/360 Basis, an amount equal to
one day's interest at the related Net Mortgage Rate on the Stated Principal
Balance of each such Mortgage Loan as of the Distribution Date in the month
preceding the month in which such Master Servicer Remittance Date occurs, to the
extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts
so deposited in any consecutive January (if applicable) and February, "Withheld
Amounts"). On the Master Servicer Remittance Date in March of each calendar
year, the Master Servicer shall remit to the Trustee for deposit into the REMIC
I Distribution Account the aggregate of all Withheld Amounts on deposit in the
Interest Reserve Account.

                                    ARTICLE V

                                THE CERTIFICATES.

      Section 5.01 The Certificates.

      (a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1 through and including A-6; provided that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the REMIC II Regular Certificates
shall initially be held and transferred through the book-entry facilities of the
Depository. The Class A, Class B and Class C Certificates will be issuable in
denominations corresponding to initial Certificate Principal Balances as of the
Closing Date of not less than $[_______], $[______] and $[_______],
respectively, and any whole dollar denomination in excess thereof[; and the
Class X Certificates will be issuable in denominations corresponding to initial
Notional Balances as of the Closing Date of not less than $[_______] and any
whole dollar denomination in excess thereof]; provided, however, that a single
Certificate of any Class thereof may be issued in a different denomination. Each
Class of Residual Certificates will be issuable only in a denomination
representing the entire Class. With respect to any Certificate or any beneficial
interest in a Certificate, the "Denomination" thereof shall be (i) the amount
(a) set forth on the face thereof, (b) set forth on a schedule attached thereto
or (c) in the case of any beneficial interest in a Book-Entry Certificate, the
interest of the related Certificate Owner in the applicable Class of
Certificates as reflected on the books and records of the Depository or related
Participants, as applicable, (ii) expressed in terms of initial Certificate
Principal Balance or initial Notional Amount, as applicable, and (iii) be in an
authorized denomination, as set forth above. The Book-Entry Certificates will be
issued as one or more certificates registered in the name of a nominee
designated by the Depository, and Certificate Owners will hold interests in the
Book-Entry Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations as set forth in the above.
No Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.

      (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee in its capacity as trustee hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Trustee shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication;
provided that the Certificates, issued on the Closing Date shall, in any event,
be dated the Closing Date.

      (c) Any Definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, or as may, consistently
herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.

      Section 5.02 Registration of Transfer and Exchange of Certificates.

      (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at [______________________________]) may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Trustee may appoint, by a written instrument delivered to the
Depositor, the Master Servicer, the Special Servicer and the REMIC
Administrator, any other bank or trust company to act as Certificate Registrar
under such conditions as the predecessor Certificate Registrar may prescribe;
provided that the Trustee shall not be relieved of any of its duties or
responsibilities hereunder as Certificate Registrar by reason of such
appointment. If the Trustee resigns or is removed in accordance with the terms
hereof, the successor trustee shall immediately succeed to its predecessor's
duties as Certificate Registrar. The Depositor, the Master Servicer, the Special
Servicer and the REMIC Administrator shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register. Upon request, the Trustee
shall promptly inform, or cause the Certificate Registrar to inform, the Master
Servicer or the Special Servicer, as applicable, of the identity of all
Certificateholders of the Controlling Class.

      If Certificateholders representing more than 25% of any Class of
Certificates (hereinafter referred to as "applicants") apply in writing to the
Trustee, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and is accompanied by a copy of the communication that
such applicants propose to transmit, then the Trustee shall, within [___]
Business Days after the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If the Trustee is no longer the
Certificate Registrar and such a list is as of a date more than [__] days prior
to the date of receipt of such applicants' request, the Trustee shall promptly
request from the Certificate Registrar a current list as provided above, and
shall afford such applicants access to such list promptly upon receipt.

      Every Certificateholder, by receiving and holding such list, agrees with
the Certificate Registrar and the Trustee that neither the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

      (b) No transfer of any Non-Registered Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof or the initial transfer thereof) is to be made in reliance
upon an exemption from the Securities Act, and under the applicable state
securities laws, then either: (i) the Certificate Registrar shall require that
the transferee deliver to the Certificate Registrar an investment representation
letter (the "Investment Representation Letter") substantially in the form of
Exhibit B attached hereto, which Investment Representation Letter shall certify,
among other things, that the transferee is an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act (an "Institutional Accredited Investor") or a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act (a
"Qualified Institutional Buyer"), and the Certificate Registrar may also require
that the transferee deliver to the Certificate Registrar an Opinion of Counsel
if such transferee is not a Qualified Institutional Buyer or (ii) if the
certifications described in the preceding clause (i) cannot be provided, (a) the
Certificate Registrar shall require an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar and the Depositor that such transfer
may be made pursuant to an exemption, describing the applicable exemption and
the basis therefor, from registration or qualification under the Securities Act,
applicable state securities laws and other relevant laws, which Opinion of
Counsel shall not be an expense of the Trust Fund, the Certificate Registrar,
the Depositor or the Trustee and (b) the Certificate Registrar shall require the
transferor to execute a certification in form and substance satisfactory to the
Certificate Registrar setting forth the facts surrounding such transfer;
provided, however, that a transfer of a Non-Registered Certificate of any such
Class may be made to a trust if the transferor provides to the Certificate
Registrar and to the Trustee a certification that interests in such trust may
only be transferred subject to requirements substantially to the effect set
forth in this Section 5.02. The Master Servicer will furnish, or cause to be
furnished, upon the request of any Holder of Non-Registered Certificates, to a
prospective purchaser of such Non-Registered Certificates who is a Qualified
Institutional Buyer, such information relating to the Mortgage Loans that are in
its possession and as is specified in paragraph (d)(4) of Rule 144A with respect
to the Trust Fund, unless, at the time of such request, the entity with respect
to which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Master Servicer, the Special Servicer or the Certificate Registrar
is obligated to register or qualify any Class of Non-Registered Certificates
under the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the Master Servicer, the
Special Servicer and the Certificate Registrar against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws. Unless the Certificate Registrar determines otherwise in
accordance with applicable law and the rules and procedures of, or applicable
to, the Depository (the "Depository Rules"), transfers of a beneficial interest
in a Book-Entry Certificate representing an interest in a Non-Registered
Certificate that is not rated in one of the top four categories by a nationally
recognized statistical rating organization to (i) an Institutional Accredited
Investor will require delivery in the form of a Definitive Certificate and the
Certificate Registrar shall register such transfer only upon compliance with the
foregoing provisions of this Section 5.02(b) or (ii) a Qualified Institutional
Buyer may only be effectuated by means of an "SRO Rule 144A System" approved for
such purpose by the Commission.

      (c) With respect to the Non-Registered Certificates: no sale, transfer,
pledge or other disposition by any Holder of any such Certificate shall be made
unless the Certificate Registrar shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate
substantially in the form of Exhibit E attached hereto, to the effect that such
proposed purchaser or transferee is not (a) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or a plan subject to Section
4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA)
subject to any federal, state or local law ("Similar Law") that is, to a
material extent, similar to the foregoing provisions of ERISA or the Code (each
a "Plan") or (b) a person acting on behalf of or using the assets of any such
Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of
Labor Regulation Section 2510.3-101), other than (except with respect to the
Residual Certificates) an insurance company using the assets of its general
account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) except for the Residual Certificates (which may not be
transferred to a Holder who does not make the representation described in clause
(i)(a) or (i)(b)) of this Section 5.02(c), if such Certificate is presented for
registration in the name of a purchaser or transferee that is any of the
foregoing, any Opinion of Counsel or other certification as the Certificate
Registrar may reasonably require and in form and substance satisfactory to the
Certificate Registrar and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt "prohibited transaction" within the meaning of ERISA,
Section 4975 of the Code or any Similar Law, and will not subject the Trustee,
the Certificate Registrar, the Master Servicer, the Special Servicer, the
Underwriters, the Placement Agent or the Depositor to any obligation or
liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in this Agreement.
The Certificate Registrar shall not register the sale, transfer, pledge or other
disposition of any such Certificate unless the Certificate Registrar has
received either the representation letter described in clause (i) of this
Section 5.02(c) or, with respect to the Non-Registered Certificates, the
Opinions of Counsel or other certification described in clause (ii) of this
Section 5.02(c). The costs of any of the foregoing representation letters,
certifications or Opinions of Counsel shall not be borne by any of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Underwriters, the Placement Agent, the Certificate Registrar or the Trust Fund.
With respect to transfers of Book-Entry Certificates only, to the extent the
purchase or holding of a Certificate described in this Section 5.02(c) would be
restricted by ERISA, the Code or Similar Law, each Certificate Owner of such
Certificate shall be deemed to represent that it is not a Person specified in
clause (i)(a) or (i)(b) of this Section 5.02(c) and therefore shall not be
required pursuant to this Section 5.02(c) to deliver to the Certificate
Registrar the representation letter in the form of Exhibit E attached hereto
described in clause (i) of this Section 5.02(c), or the Opinion of Counsel or
other certification described in clause (ii) of this Section 5.02(c). Any
transfer, sale, pledge or other disposition of any such Certificates that would
constitute or result in a prohibited transaction under ERISA, Section 4975 of
the Code or any Similar Law, or would otherwise violate the provisions of this
Section 5.02(c) shall be deemed absolutely null and void ab initio, to the
extent permitted under applicable law.

      Any transfer, sale, pledge or other disposition of any such Certificates
that would constitute or result in a prohibited transaction under ERISA, Section
4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to
the extent permitted under applicable law.

      So long as any of the Class of Certificates remains outstanding, the
Master Servicer will make available, or cause to be made available, upon
request, to any Holder and any Person to whom any such Certificate of any such
Class of Certificates may be offered or sold, transferred, pledged or otherwise
disposed of by such Holder, information with respect to the Master Servicer, the
Special Servicer or the Mortgage Loans reasonably necessary to the provision of
an Opinion of Counsel described in this Section 5.02(c).

      (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee under clause (ii) below to deliver
payments to a Person other than such Person. The rights of each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

            (A) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee and the REMIC Administrator of any change or impending
      change in its status as a Permitted Transferee.

            (B) In connection with any proposed Transfer of any Ownership
   Interest in a Residual Certificate (other than in connection with the initial
   issuance thereof or the transfer thereof among the Depositor and its
   Affiliates), the Certificate Registrar shall require delivery to it, and
   shall not register the Transfer of any Residual Certificate until its receipt
   of, an affidavit and agreement substantially in the form attached hereto as
   Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed
   Transferee, in form and substance satisfactory to the Certificate Registrar,
   representing and warranting, among other things, that such Transferee is a
   Permitted Transferee, that it is not acquiring its Ownership Interest in the
   Residual Certificate that is the subject of the proposed Transfer as a
   nominee, trustee or agent for any Person that is not a Permitted Transferee,
   that for so long as it retains its Ownership Interest in a Residual
   Certificate it will endeavor to remain a Permitted Transferee, and that it
   has reviewed the provisions of this Section 5.02(d) and agrees to be bound by
   them.

            (C) Notwithstanding the delivery of a Transfer Affidavit and
   Agreement by a proposed Transferee under clause (B) above, if the Certificate
   Registrar has actual knowledge that the proposed Transferee is not a
   Permitted Transferee, no Transfer of an Ownership Interest in a Residual
   Certificate to such proposed Transferee shall be effected.

            (D) Except in connection with the initial issuance of the Residual
   Certificates or any transfer thereof among the Depositor and its Affiliates,
   each Person holding or acquiring any Ownership Interest in a Residual
   Certificate shall agree (1) to require a Transfer Affidavit and Agreement
   from any prospective Transferee to whom such Person attempts to transfer its
   Ownership Interest in such Residual Certificate and (2) not to transfer its
   Ownership Interest in such Residual Certificate unless it provides to the
   Certificate Registrar a certificate substantially in the form attached hereto
   as Exhibit C-2 stating that, among other things, it has no actual knowledge
   that such prospective Transferee is not a Permitted Transferee.

            (ii) If any purported Transferee shall become a Holder of a Residual
   Certificate in violation of the provisions of this Section 5.02(d), then the
   last preceding Holder of such Residual Certificate that was in compliance
   with the provisions of this Section 5.02(d) shall be restored, to the extent
   permitted by law, to all rights as Holder thereof retroactive to the date of
   registration of such Transfer of such Residual Certificate. None of the
   Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator
   or the Certificate Registrar shall be under any liability to any Person for
   any registration of Transfer of a Residual Certificate that is in fact not
   permitted by this Section 5.02(d) or for making any payments due on such
   Certificate to the Holder thereof or for taking any other action with respect
   to such Holder under the provisions of this Agreement.

            (iii) The REMIC Administrator shall make available to the IRS and
   those Persons specified by the REMIC Provisions all information necessary to
   compute any tax imposed as a result of the Transfer of an Ownership Interest
   in a Residual Certificate to any Person who is a Disqualified Organization or
   a nominee, agent or middleman thereof, including the information described in
   Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect
   to the "excess inclusions" of such Residual Certificate. The Person holding
   such Ownership Interest shall be responsible for the reasonable compensation
   of the REMIC Administrator for providing such information.

      (e) Subject to the restrictions on transfer and exchange set forth in this
Section 5.02, the Holder of any Definitive Certificate may transfer or exchange
the same in whole or in part (with a Denomination equal to any authorized
denomination) by surrendering such Certificate at the Certificate Registrar's
office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry Certificate for a Definitive Certificate or Certificates. Following a
proper request for transfer or exchange, the Certificate Registrar shall,
execute and deliver at such offices or at the office of such transfer agent, as
the case may be, to the transferee (in the case of transfer) or Holder (in the
case of exchange) or send by first class mail (at the risk of the transferee in
the case of transfer or Holder in the case of exchange) to such address as the
transferee or Holder, as applicable, may request, a Definitive Certificate or
Certificates, as the case may require, for a like aggregate Denomination and in
such Denomination or Denominations as may be requested.

      (f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate or a beneficial interest in a
Book-Entry Certificate representing a Non-Registered Certificate is being held
by or for the benefit of a Person who is not an Institutional Accredited
Investor, or that such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right to void such
transfer, if permitted under applicable law, or to require the investor to sell
such Definitive Certificate or beneficial interest in such Book-Entry
Certificate to an Institutional Accredited Investor within [___] days after
notice of such determination and each Certificateholder by its acceptance of a
Certificate authorizes the Certificate Registrar to take such action.

      (g) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

      (h) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates. In
addition, in connection with any transfer to an Institutional Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate Registrar's counsel's review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided herein) incurred by the Certificate Registrar in
connection with such transfer.

      (i) Subsequent to the initial issuance of the Certificates, the Trustee
shall be responsible for the preparation of physical Certificates in connection
with any transfer or exchange; provided that the correct form of Certificate of
each Class shall be provided by the Depositor to the Trustee on diskette on or
about the Closing Date. All Certificates surrendered for transfer and exchange
shall be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall hold or destroy such canceled Certificates in accordance with
its standard procedures.

      (j) The Certificate Registrar shall be required to provide the Depositor
and the REMIC Administrator with an updated copy of the Certificate Register on
or about January 1 of each year, commencing January 1, 20[__], and shall be
required to provide the Depositor, the Master Servicer, the Special Servicer or
the REMIC Administrator with an updated copy of the Certificate Register at
other times promptly upon written request therefor.

      (k) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Trustee (or such Certificate Owner) to confirm that,
it has (i) sole investment discretion with respect to each such account and (ii)
full power to make the acknowledgments, representations, warranties,
certification and agreements with respect to each such account as set forth in
subsections (b), (c) and (d), as applicable, of this Section 5.02.

      (l) Each investor in the Certificates will be deemed, by its investment in
such Certificates, to represent that neither (a) the investor nor (b) any owner
of a five percent or greater interest in the investor is an employer with
employees covered by the General Electric Pension Trust. Any transfer in
violation of this deemed representation will be void ab initio.

      (m) Any Holder of an interest in a Regulation S Global Certificate in
respect of the Certificates shall have the right, upon prior written notice to
the Depositor, the Trustee, Euroclear or Clearstream, as applicable, and the
Depository, in the form of the Exchange Certificate attached hereto as Exhibit
P, to exchange all or a portion of such interest for an equivalent interest in a
Domestic Global Certificate in connection with a transfer of its interest
therein to a transferee that is eligible to hold an interest in a Domestic
Global Certificate as set forth herein. Any Holder of an interest in a Domestic
Global Certificate shall have the right, upon prior written notice to the
Depositor, the Trustee, the Depository and Euroclear or Clearstream, as
applicable, in the form of the Exchange Certificate attached hereto as Exhibit N
or Exhibit O, as applicable, to exchange all or a portion of such interest for
an equivalent interest in a Regulation S Global Certificate in connection with a
transfer of its interest therein to a transferee that is eligible to hold an
interest in a Regulation S Global Certificate as set forth herein. The Exchange
Certificate shall specify the denomination of the Certificates to be exchanged.
The Exchange Certificate shall also contain a representation that the transfer
is being made in a transaction meeting the requirements of Rule 144A or
Regulation S, as the case may be. Following receipt of any Exchange Certificate
by the Depositor or the Trustee, (i) the Trustee shall endorse the schedule to
any Global Certificate representing the Certificate or Certificates being
exchanged to reduce the stated principal or notional amount of such Global
Certificate by the denominations of the Certificate or Certificates for which
such exchange is to be made, and (ii) the Trustee shall endorse the schedule to
any Global Certificate representing the Certificate or Certificates for which
such exchange is to be made to increase the stated principal or notional amount
of such Global Certificate by the denominations of the Certificate or
Certificates being exchanged therefor. The form of the Exchange Certificate
shall be available from the Trustee.

      Section 5.03 Book-Entry Certificates.

      (a) The Class A, [Class X], Class B and Class C Certificates shall
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in subsection (c) below,
shall not be entitled to fully registered, physical Certificates ("Definitive
Certificates") in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing each such Certificate
Owner (in addition to the procedures established under this Agreement and, if
applicable, those of Euroclear and Clearstream). Each Depository Participant
shall only transfer the Ownership Interests in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. Neither the
Certificate Registrar nor the Trustee shall have any responsibility to monitor
or restrict the transfer of Ownership Interests in Certificates through the
book-entry facilities of the Depository, Euroclear or Clearstream.

      (b) The Depositor, the Trustee, the Master Servicer, the Special Servicer,
the REMIC Administrator and the Certificate Registrar may for all purposes,
including the making of payments due on the Book-Entry Certificates, deal with
the Depository as the authorized representative of the Certificate Owners with
respect to such Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date. If any party hereto requests from the Depository
a list of the Depository Participants in respect of any Class or Classes of the
Book-Entry Certificates, the cost thereof shall be borne by the party on whose
behalf such request is made (but in no event shall any such cost be borne by the
Trustee).

      (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to any Class of the Book
Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar
and DTC of its intent to terminate the book entry system through DTC and, upon
receipt of notice of such intent from DTC, the Depository Participants holding
beneficial interests in the Book Entry Certificates agree to initiate such
termination. Upon surrender to the Certificate Registrar of any Class of the
Book Entry Certificates by the Depository, accompanied by registration
instructions for registration of transfer, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, the appropriate Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator or the Certificate Registrar shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions.

      (d) The Book-Entry Certificates (i) shall be delivered by the Certificate
Registrar to the Depository, or pursuant to the Depository's instructions, and
shall be registered in the name of Cede & Co. and (ii) shall bear a legend
substantially to the following effect:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
      CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
      OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
      & CO., HAS AN INTEREST HEREIN.

      (e) The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

      (f) Upon acceptance for exchange or transfer of a beneficial interest in a
Book-Entry Certificate for a Definitive Certificate, as provided herein, the
Certificate Registrar shall endorse on a schedule affixed to the related
Book-Entry Certificate (or on a continuation of such schedule affixed to such
Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

      (g) If a Holder of a Definitive Certificate wishes at any time to transfer
such Certificate to a Person who wishes to take delivery thereof in the form of
a beneficial interest in the Book-Entry Certificate, such transfer may be
effected only in accordance with Depository Rules and this Section 5.03(g). Upon
receipt by the Certificate Registrar at the Certificate Registrar's office of:
(i) the Definitive Certificate to be transferred with an assignment and transfer
pursuant to this Section 5.03(g), (ii) written instructions given in accordance
with Depository Rules directing the Certificate Registrar to credit or cause to
be credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest, (iv) if the affected Certificate is a
Non-Registered Certificate, an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, and (v) if delivery is to be taken in the form of a beneficial interest
in the Regulation S Global Certificate, a Regulation S Certificate; the
Certificate Registrar shall cancel such Definitive Certificate, execute and
deliver a new Definitive Certificate for the Denomination of the Definitive
Certificate not so transferred, registered in the name of the Holder or the
Holder's transferee (as instructed by the Holder), and the Certificate Registrar
shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.

      Each Regulation S Certificate shall include a certification to the effect
that: (i)(1) the offer of the Certificates was not made to a person in the
United States; and (2) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as
applicable, and the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; or (ii) with respect to
transfers made in reliance on Rule 144 under the Securities Act, that the
Certificates being transferred are not "restricted securities" as defined in
Rule 144 under the Securities Act.

      (h) The Certificates initially sold in offshore transactions in reliance
on Regulation S shall be represented by a single Regulation S Global Certificate
for each such Class in fully registered form without interest coupons, which
will be deposited with the Trustee and registered in the name of Cede & Co. as
nominee of DTC. Beneficial interests in each Regulation S Global Certificate may
be held only through Euroclear or Clearstream.

      No interest in the Regulation S Global Certificates may be held by or
transferred to a U.S. Person (as defined in Regulation S) except for exchanges
for a beneficial interest in a Domestic Global Certificate or a Definitive
Certificate as described in Section 5.02(m). Any beneficial interest in a
Regulation S Global Certificate that is transferred to a U.S. Person that is an
Institutional Accredited Investor (that is not a Qualified Institutional Buyer)
is required to be delivered in the form of a Definitive Certificate and shall
cease to be an interest in such Regulation S Global Certificate and, thereafter,
will be subject to all transfer restrictions and other procedures applicable to
Certificates in definitive form described in Section 5.03. Notwithstanding the
foregoing, no transfer of a beneficial interest in a Regulation S Global
Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be
made prior to the Release Date. Certificates evidenced by Regulation S Global
Certificates shall be subject to certain restrictions on transfer as set forth
in Section 5.02 and shall bear a legend regarding such restrictions described
herein.

      Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

      If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section 5.04, the Trustee
and the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the applicable REMIC created hereunder, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

      Section 5.05 Persons Deemed Owners.

      Prior to due presentment for registration of transfer, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator, the
Certificate Registrar and any agents of any of them may treat the person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the REMIC Administrator, the Certificate
Registrar or any agent of any of them shall be affected by notice to the
contrary.

      Section 5.06 Certification by Certificate Owners.

      (a) Each Certificate Owner is hereby deemed by virtue of its acquisition
of an Ownership Interest in the Book-Entry Certificates to agree to comply with
the applicable transfer requirements of Sections 5.02(b) and 5.02(c).

      (b) To the extent that under the terms of this Agreement, it is necessary
to determine whether any Person is a Certificate Owner, the Trustee shall make
such determination based on a certificate of such Person that shall specify, in
reasonable detail satisfactory to the Trustee, the Class and Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of the
Book-Entry Certificate beneficially owned, the value of such Person's interest
in such Certificate and any intermediaries through which such Person's Ownership
Interest in such Book-Entry Certificate is held; provided, however, that the
Trustee shall not knowingly recognize such Person as a Certificate Owner if such
Person, to the knowledge of a Responsible Officer of the Trustee, acquired its
Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b)
and/or Section 5.02(c), or if such Person's certification that it is a
Certificate Owner is in direct conflict with information obtained by the Trustee
from the Depository, Depository Participants, and/or indirect participating
brokerage firms for which a Depository Participant acts as agent, with respect
to the identity of a Certificate Owner. The Trustee shall exercise its
reasonable discretion in making any determination under this Section 5.06(b) and
shall afford any Person providing information with respect to its beneficial
ownership of any Certificates an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Trustee.

      Section 5.07 Regarding the Identification of Certain Certificateholders.

      For purposes of determining the identity of the Holders of the
Non-Registered Certificates (except a Class R-I or Class R-II Certificate) to
whom certain reports and other information are required to be delivered
hereunder, the Trustee and the Master Servicer may rely, with respect to any
such Certificates outstanding in book-entry form, on a certification, given to
the Trustee and provided to the Master Servicer, by any Person that such person
is such a holder entitled to receive such reports or information hereunder. With
respect to the Registered Certificates and the Class R-I and Class R-II
Certificates, from time to time upon the request of the Master Servicer, the
Trustee shall provide the Master Servicer with a list of the Certificateholders
recorded in the Certificate Register.

                                   ARTICLE VI

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

      Section 6.01 Liability of the Depositor, the Master Servicer, the Special
Servicer and the REMIC Administrator.

      The Depositor, the Master Servicer, the Special Servicer and the REMIC
Administrator shall be liable in accordance herewith only to the extent of the
respective obligations specifically imposed upon and undertaken by the
Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator
herein.

      Section 6.02 Merger, Consolidation or Conversion of the Depositor, the
Master Servicer, the Special Servicer or the REMIC Administrator.

      (a) Subject to the following paragraph, the Depositor, the Master
Servicer, the Special Servicer and the REMIC Administrator each will keep in
full effect its existence, rights and franchises as a corporation or other
business organization under the laws of the jurisdiction of its organization,
and each will obtain and preserve its qualification to do business as a foreign
corporation or otherwise in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.

      (b) The Depositor, the Master Servicer, the Special Servicer and the REMIC
Administrator each may be merged or consolidated with or into any Person, or
transfer all or substantially all of its assets (which, as to the Master
Servicer and the Special Servicer, may be limited to all or substantially all of
its assets relating to the business of mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator
shall be a party, or any Person succeeding to the business of the Depositor, the
Master Servicer, the Special Servicer or the REMIC Administrator, shall be the
successor of the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that no
successor or surviving Person shall succeed to the rights of the Master Servicer
or the Special Servicer, unless such succession will not result in any
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by any Rating Agency to any Class of Certificates (as confirmed in
writing).

      The Master Servicer and the Special Servicer and such successor or
surviving Person shall notify the Depositor and the Trustee of any such merger,
conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor and the Trustee with all
information required by the Depositor to comply with its reporting obligation
under Item 6.02 of Form 8-K not later than the effective date of such merger,
conversion or consolidation.

      Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator and Others.

      None of the Depositor, the Master Servicer, the Special Servicer, the
REMIC Administrator or any director, officer, employee or agent of any of the
foregoing shall be under any liability to the Trust or the Certificateholders
for any action taken, or not taken, in good faith pursuant to this Agreement, or
for errors in judgment; provided, however, that this provision shall not protect
the Depositor, the Master Servicer, the Special Servicer, the REMIC
Administrator or any such other Person against any breach of a representation or
warranty made herein, or against any expense or liability specifically required
to be borne thereby pursuant to the terms hereof, or against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder, or by reason
of negligent or reckless disregard of such obligations and duties. The
Depositor, the Master Servicer, the Special Servicer, the REMIC Administrator
and any director, manager, member, officer, employee or agent (including
Sub-Servicers) of any of the foregoing may rely in good faith on any document of
any kind that, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer, the REMIC Administrator and any director, manager, member,
officer, employee or agent (including Sub-Servicers) of any of the foregoing
shall be indemnified and held harmless by the Trust against any loss, liability
or expense, including reasonable attorneys' fees, expenses of counsel and
expenses of litigation, incurred in connection with any claims or legal action
relating to this Agreement, the Certificates or any asset of the Trust, other
than any loss, liability or expense: (i) specifically required to be borne by
such Person pursuant to the terms hereof, including, without limitation, Section
10.01(h); or (ii) that was incurred in connection with claims against such party
resulting from (A) any breach of a representation or warranty made herein by
such party, (B) willful misfeasance, bad faith, recklessness or negligence in
the performance of obligations or duties hereunder by such party, or from
negligent or reckless disregard of such obligations or duties, or (C) any
violation by such party of any state or federal securities law. None of the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and,
except in the case of a legal action contemplated by Section 3.22, in its
opinion does not involve it in any ultimate expense or liability; provided,
however, that the Depositor, the Master Servicer, the Special Servicer or the
REMIC Administrator may in its discretion undertake any such action which it may
deem necessary or desirable with respect to the enforcement and/or protection of
the rights and duties of the parties hereto and the interests of the
Certificateholders, the rights of the Certificateholders. In such event, the
legal expenses and costs of such action, and any liability resulting therefrom,
shall be expenses, costs and liabilities of the Trust, and the Depositor, the
Master Servicer, the Special Servicer and the REMIC Administrator each shall be
entitled to the direct payment of such expenses or to be reimbursed therefor
from the Certificate Account as provided in Section 3.05(a).

      Section 6.04 Master Servicer, Special Servicer and REMIC Administrator Not
to Resign. None of the Master Servicer, the Special Servicer or the REMIC
Administrator shall be permitted to resign from the obligations and duties
hereby imposed on it, except (i) upon the appointment of, and the acceptance of
such appointment by, a successor thereto that is reasonably acceptable to the
Trustee and the Directing Certificateholder and the receipt by the Trustee of
written confirmation from each and every Rating Agency to the effect that such
resignation and appointment will not result in the downgrade, qualification (if
applicable) or withdrawal of any rating then assigned by such Rating Agency to
any Class of Certificates, or (ii) upon determination that such obligations and
duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Master Servicer, Special Servicer or REMIC
Administrator, as the case may be, so causing such a conflict being of a type
and nature carried on by the Master Servicer, Special Servicer or REMIC
Administrator, as the case may be, at the date of this Agreement. Any such
determination of the nature described in clause (ii) of the preceding sentence
permitting the resignation of the Master Servicer, the Special Servicer or the
REMIC Administrator, as the case may be, shall be evidenced by an Opinion of
Counsel to such effect that shall be rendered by Independent counsel, be
addressed and delivered to the Trustee and the Rating Agencies and be paid for
by the resigning party. No such resignation for either reason shall become
effective until the Trustee or other successor shall have assumed the
responsibilities and obligations of the resigning party hereunder. All costs and
expenses of the Trustee and the Trust (including, without limitation, any costs
or expenses of any party hereto reimbursable out of the Trust Fund) in
connection with any such resignation (including, without limitation, any
requisite transfer of servicing) shall be paid for, as incurred, by the
resigning party.

      Consistent with the foregoing, none of the Master Servicer, the Special
Servicer or the REMIC Administrator shall be permitted, except as expressly
provided herein, to assign or transfer any of its rights, benefits or privileges
hereunder to any other Person, or delegate to or subcontract with, or authorize
or appoint any other Person to perform any of the duties, covenants or
obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer, the Special Servicer or the REMIC
Administrator are transferred to a successor thereto, then, subject to Section
3.11(a) and Section 3.22, the entire amount of compensation payable to the
Master Servicer, the Special Servicer or the REMIC Administrator, as the case
may be, pursuant hereto shall thereafter be payable to such successor.

      Section 6.05 Rights of the Depositor and the Trustee in Respect of the
Master Servicer, the Special Servicer and the REMIC Administrator. The Master
Servicer, the Special Servicer and the REMIC Administrator each shall afford the
Depositor and the Trustee, upon reasonable notice, during normal business hours
access to all records maintained by the Master Servicer, the Special Servicer or
the REMIC Administrator, as the case may be, in respect of its rights and
obligations hereunder and access to such of its officers as are responsible for
such obligations. Upon reasonable request, the Master Servicer, the Special
Servicer and the REMIC Administrator each shall furnish the Depositor and the
Trustee with its most recent publicly available financial statements, or in the
case of the Special Servicer, publicly available financial statements of its
corporate parent, and such other publicly available information directly related
to the servicing of the Mortgage Loans or to its ability to perform its
obligations hereunder as it possesses, and that it is not prohibited by law or,
to the extent applicable, binding obligations to third parties with respect to
confidentiality from disclosing, regarding its business, affairs, property and
condition, financial or otherwise; provided that neither the Depositor nor the
Trustee may disclose the contents of any information that is not available
publicly to non-affiliated third parties (other than their duly authorized
representatives which include without limitation attorneys and/or accountants)
unless the Depositor or the Trustee, as applicable, is required to do so under
applicable securities law or is compelled to do so as a matter of law. The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer, the Special Servicer and the REMIC Administrator hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer, the Special Servicer or the REMIC
Administrator hereunder or, in connection with a default thereby, exercise the
rights of the Master Servicer, the Special Servicer or the REMIC Administrator
hereunder; provided, however, that none of the Master Servicer, the Special
Servicer or the REMIC Administrator shall be relieved of any of its obligations
hereunder by virtue of such performance by the Depositor or its designee. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer, the Special Servicer or the REMIC
Administrator and is not obligated to supervise the performance of the Master
Servicer, the Special Servicer or the REMIC Administrator under this Agreement
or otherwise.

                                   ARTICLE VII

                                     DEFAULT

      Section 7.01 Events of Default.

      (a) "Event of Default", wherever used herein, unless the context otherwise
requires, means any one of the following events:

            (i) any failure by the Master Servicer (A) to deposit into the
   Certificate Account any amount required to be so deposited under this
   Agreement that continues unremedied for [___] Business Days following the
   date on which such deposit was first required to be made, but in no event
   later than the Master Servicer Remittance Date before the related
   Distribution Date, or (B) to deposit into, or to remit to the Trustee for
   deposit into, the Distribution Account on any Master Servicer Remittance
   Date, the full amount of any Master Servicer Remittance Amount and Withheld
   Amounts, respectively, required to be so deposited or remitted under this
   Agreement on such date; or

            (ii) any failure by the Special Servicer to deposit into, or to
   remit to the Master Servicer for deposit into, the Certificate Account or the
   applicable REO Account any amount required to be so deposited or remitted
   under this Agreement that continues unremedied for [___] Business Days
   following the date on which such deposit or remittance was first required to
   be made, but in no event later than [___] Business Days before the related
   Distribution Date; or

            (iii) any failure by the Master Servicer to remit to the Trustee for
   deposit into the Distribution Account, on any Master Servicer Remittance
   Date, the full amount of P&I Advances required to be made on such date unless
   wired by [_______] on the Distribution Date; provided, however, that if the
   Master Servicer fails to make any deposit contemplated by this Section
   7.01(a)(iii), including any P&I Advance, which deposit is required to be made
   by the Master Servicer on any Master Servicer Remittance Date (without regard
   to any grace period), then the Master Servicer shall pay to the Trustee, for
   the account of the Trustee, interest on such late remittance at the
   Reimbursement Rate from and including such Master Servicer Remittance Date to
   but excluding the date on which the Master Servicer Remittance Amount is
   actually received by the Trustee; or

            (iv) any failure by the Master Servicer to timely make any Servicing
   Advance required to be made by it pursuant to this Agreement, which failure
   continues unremedied for a period of [___] Business Days following the date
   on which notice shall have been given to the Master Servicer by the Trustee
   or by any other party to this Agreement, as provided in Section 3.11(f); or

            (v) any failure by the Special Servicer to timely direct the Master
   Servicer to make any Servicing Advance (including any Emergency Advance)
   required to be made by the Master Servicer at its direction pursuant to this
   Agreement, which failure is not remedied by providing direction to the Master
   Servicer within [___] Business Days following the date on which notice has
   been given to the Special Servicer by the Trustee as provided in Section
   3.11(f); or

            (vi) any failure on the part of the Master Servicer or the Special
   Servicer duly to observe or perform in any material respect any other of the
   covenants or agreements thereof contained in this Agreement, which failure
   continues unremedied for a period of [__] days after the date on which
   written notice of such failure, requiring the same to be remedied, shall have
   been given to the Master Servicer or the Special Servicer, as the case may
   be, by any other party hereto, or to the Master Servicer or the Special
   Servicer, as the case may be, with a copy to each other party hereto, by the
   Holders of Certificates entitled to at least 25% of the Voting Rights;
   provided, however, that if such covenant or agreement is capable of being
   cured and the Master Servicer or Special Servicer, as applicable, is
   diligently pursuing such cure, such [__]-day period shall be extended for an
   additional [__] days; or

            (vii) any failure on the part of the REMIC Administrator duly to
   observe or perform in any material respect any of the covenants or agreements
   thereof contained in this Agreement, which failure continues unremedied for a
   period of [__] days after the date on which written notice of such failure,
   requiring the same to be remedied, shall have been given to the REMIC
   Administrator by any other party hereto, or to the REMIC Administrator, with
   a copy to each other party hereto, by the Holders of Certificates entitled to
   at least 25% of the Voting Rights; provided, however, that if such covenant
   or agreement is capable of being cured and the REMIC Administrator is
   diligently pursuing such cure, such [__]-day period shall be extended for an
   additional [__] days; or

            (viii) any breach on the part of the Master Servicer, the Special
   Servicer or the REMIC Administrator of any representation or warranty thereof
   contained in this Agreement that materially and adversely affects the
   interests of any Class of Certificateholders and that continues unremedied
   for a period of [__] days after the date on which notice of such breach,
   requiring the same to be remedied, shall have been given to the Master
   Servicer, the Special Servicer or the REMIC Administrator, as the case may
   be, by any other party hereto, or to the Master Servicer, the Special
   Servicer or the REMIC Administrator, as the case may be, with a copy to each
   other party hereto, by the Holders of Certificates entitled to at least 25%
   of the Voting Rights; provided, however, that if such representation or
   warranty is capable of being cured and the Master Servicer or Special
   Servicer, as applicable, is diligently pursuing such cure, such [__]-day
   period shall be extended for an additional [__] days; or

            (ix) a decree or order of a court or agency or supervisory authority
   having jurisdiction in the premises in an involuntary case under any present
   or future federal or state bankruptcy, insolvency or similar law for the
   appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshalling of
   assets and liabilities or similar proceedings, or for the winding-up or
   liquidation of its affairs, shall have been entered against the Master
   Servicer, the Special Servicer or the REMIC Administrator and such decree or
   order shall have remained in force undischarged or unstayed for a period of
   [__] days; or

            (x) the Master Servicer, the Special Servicer or the REMIC
   Administrator shall consent to the appointment of a conservator, receiver,
   liquidator, trustee or similar official in any bankruptcy, insolvency,
   readjustment of debt, marshalling of assets and liabilities or similar
   proceedings of or relating to it or of or relating to all or substantially
   all of its property; or

            (xi) the Master Servicer, the Special Servicer or the REMIC
   Administrator shall admit in writing its inability to pay its debts generally
   as they become due, file a petition to take advantage of any applicable
   bankruptcy, insolvency or reorganization statute, make an assignment for the
   benefit of its creditors, voluntarily suspend payment of its obligations, or
   take any corporate action in furtherance of the foregoing; or

            (xii) [Moody's provides notice to the Master Servicer or the Special
   Servicer, as applicable, to the effect that the rating or ratings on one or
   more Classes of Certificates, will be the subject of a downgrade or
   withdrawal, citing servicing concerns relating to the Master Servicer or the
   Special Servicer, as the case may be, as the sole or a material factor in
   such action; provided, however, that the Master Servicer or Special Servicer,
   as applicable shall have [__] days to resolve such matters to the
   satisfaction of Moody's (or such longer time period as may be agreed in
   writing by Moody's) prior to the downgrade of any Class of Certificates, and
   in such case, such notice from Moody's shall not be deemed to be an Event of
   Default]; or

            (xiii) [either the Master Servicer is removed from S&P's Select
   Servicer List as a U.S. Commercial Mortgage Master Servicer or the Special
   Servicer is removed from S&P's Select Servicer List as a U.S. Commercial
   Mortgage Special Servicer.]

      Each Event of Default listed above as items (iv) through (xiii) shall
constitute an Event of Default only with respect to the relevant party; provided
that if a single entity acts or any two or more Affiliates act as Master
Servicer, Special Servicer and REMIC Administrator, or in any two or more of the
foregoing capacities, an Event of Default in one capacity (other than an event
described in clauses (xii) or (xiii)) will constitute an Event of Default in
each such capacity.

      (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as the Event of Default shall not have been remedied, the
Depositor or the Trustee may, and (other than with respect to the Events of
Default listed in clauses (xii) and clause (xiii) above) at the written
direction of the Holders of Certificates entitled to at least 51% of the Voting
Rights, or if the relevant Event of Default is the one described in clause (xi)
of subsection (a) above, the Trustee shall, terminate, by notice in writing to
the Defaulting Party (with a copy of such notice to each other party hereto),
all of the rights and obligations (subject to Section 3.11 and Section 6.03,
accruing from and after such notice) of the Defaulting Party under this
Agreement and in and to the Mortgage Loans and the proceeds thereof (other than
as a Holder of a Certificate). With respect to each of the Event of Defaults
listed above as clauses (xii) and (xiii), the Trustee shall provide written
notice of such Event of Default to each Certificateholder and request written
direction of such Certificateholders whether they desire to terminate the
Defaulting Party; if no such direction is received from the Directing
Certificateholder or Holders of Certificates entitled to vote (i) for so long as
Bank of America is the Master Servicer, at least 51% of the Voting Rights and
(ii) if Bank of America is not the Master Servicer, at least 25% of the Voting
Rights, within [___] Business Days after delivery of such notice by the Trustee
or the Depositor, and the Trustee has not elected pursuant to the preceding
sentence to terminate the Defaulting Party, the Defaulting Party will not be
terminated by reason of such Event of Default. From and after the receipt by the
Defaulting Party of such written notice, all authority and power of the
Defaulting Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than [___] Business Days subsequent to its receipt of the notice
of termination) provide the Trustee with all documents and records reasonably
requested thereby to enable the Trustee to assume the Master Servicer's or
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer's or
Special Servicer's, as the case may be, responsibilities and rights hereunder,
including, without limitation, the transfer within [___] Business Days to the
Trustee for administration by it of all cash amounts that shall at the time be
or should have been credited by the Master Servicer to the Certificate Account,
the Distribution Account, any Servicing Account or any Reserve Account (if it is
the Defaulting Party) or by the Special Servicer to the REO Account, the
Certificate Account, any Servicing Account or any Reserve Account (if it is the
Defaulting Party) or thereafter be received with respect to the Mortgage Loans
and any REO Properties (provided, however, that the Master Servicer and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or
Section 3.23, continue to be obligated for or entitled to receive all amounts
accrued or owing by or to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances or otherwise, and it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination). All costs and
expenses of the Trustee and the Trust (including, without limitation, any costs
and expenses of any party hereto reimbursable out of the Trust Fund) in
connection with the termination of the Master Servicer or Special Servicer, as
applicable, under this Section 7.01(b) (including, without limitation, the
requisite transfer of servicing) shall be paid for, as incurred, by the
Defaulting Party.

      (c) If any Event of Default with respect to the REMIC Administrator shall
occur and be continuing, then, and in each and every such case, so long as the
Event of Default shall not have been remedied, the Depositor or the Trustee may,
and at the written direction of the Holders of Certificates entitled to at least
51% of the Voting Rights, the Trustee (or, if the Trustee is also the REMIC
Administrator, the Master Servicer) shall, terminate, by notice in writing to
the REMIC Administrator (with a copy to each of the other parties hereto), all
of the rights and obligations of the REMIC Administrator under this Agreement.
From and after the receipt by the REMIC Administrator of such written notice (or
if the Trustee is also the REMIC Administrator, from and after such time as
another successor appointed as contemplated by Section 7.02 accepts such
appointment), all authority and power of the REMIC Administrator under this
Agreement shall pass to and be vested in the Trustee (or such other successor)
pursuant to and under this Section, and, without limitation, the Trustee (or
such other successor) is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the REMIC Administrator, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination. The REMIC Administrator agrees promptly
(and in any event no later than [___] Business Days subsequent to its receipt of
the notice of the termination) to provide the Trustee (or, if the Trustee is
also the REMIC Administrator, such other successor appointed as contemplated by
Section 7.02) with all documents and records requested thereby to enable the
Trustee (or such other successor) to assume the REMIC Administrator's functions
hereunder, and to cooperate with the Trustee (or such other successor) in
effecting the termination of the REMIC Administrator's responsibilities and
rights hereunder (provided, however, that the REMIC Administrator shall continue
to be obligated for or entitled to receive all amounts accrued or owing by or to
it under this Agreement on or prior to the date of such termination, and it and
its directors, officers, employees and agents shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such termination).

      (d) Notwithstanding Section 7.01(b), if the Master Servicer receives a
notice of termination under Section 7.01(b) solely due to an Event of Default
under Section 7.01(a)(xii) or (xiii) and if the Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within the [___]
Business Days after such termination, then the Trustee shall promptly thereafter
(using such "request for proposal" materials provided by the terminated Master
Servicer) solicit good faith bids for the rights to master service the Mortgage
Loans under this Agreement from at least three Persons qualified to act as
Master Servicer hereunder in accordance with Section 6.02 and Section 7.02 for
which the Trustee has received written confirmation that the appointment of such
person would not result in the downgrade, withdrawal or qualification of a
current rating on any of the Certificates and that are reasonably acceptable to
the Directing Certificateholder (any such Person so qualified, a "Qualified
Bidder") or, if three Qualified Bidders cannot be located, then from as many
Persons as the Trustee can determine are Qualified Bidders; provided that, at
the Trustee's request, the terminated Master Servicer shall supply the Trustee
with the names of Persons from whom to solicit such bids; and provided, further,
that the Trustee shall not be responsible if less than three or no Qualified
Bidders submit bids for the right to master service the Mortgage Loans under
this Agreement. Any "Qualified Bidder" referenced hereunder shall be reasonably
acceptable to the Directing Certificateholder. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within [__] days after the termination of the Master Servicer.
The Master Servicer shall continue to serve in such capacity hereunder until a
successor thereto is selected in accordance with this Section 7.01(d) or the
expiration of [__] days from the Master Servicer's receipt of the notice of
termination, whichever occurs first. The Trustee shall solicit bids (i) on the
basis of such successor Master Servicer retaining all Sub-Servicers to continue
the primary servicing of the Mortgage Loans pursuant to the terms of the
respective Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement
with the terminated Master Servicer to service each of the Mortgage Loans not
subject to a Sub-Servicing Agreement at a servicing fee rate per annum equal to
the Master Servicing Fee Rate minus 2.5 basis points per Mortgage Loan serviced
(each, a "Servicing-Retained Bid") and (ii) on the basis of terminating each
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than [__] days after
the termination of the Master Servicer.

      (e) Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

      (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within [__] days after the Trustee was appointed as
successor Master Servicer or no Successful Bidder was identified within such
[__]-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this Section 7.01(f). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

      Section 7.02 Trustee to Act; Appointment of Successor.

      On and after the time the Master Servicer, the Special Servicer or the
REMIC Administrator resigns pursuant to clause (ii) of the first sentence of
Section 6.04 or receives a notice of termination pursuant to Section 7.01, the
Trustee shall be the successor in all respects to the Master Servicer, the
Special Servicer or (unless it has also been acting as such) the REMIC
Administrator, as the case may be, in its capacity as such under this Agreement
and the transactions set forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, by the terms and provisions hereof,
including, without limitation, if the Master Servicer is the resigning or
terminated party, the Master Servicer's obligation to make P&I Advances;
provided that any failure to perform such duties or responsibilities caused by
the Master Servicer's, the Special Servicer's or the REMIC Administrator's, as
the case may be, failure to cooperate or to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. Neither the Trustee nor any other successor shall be liable for any
of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to Section
3.06 hereunder nor shall the Trustee nor any other successor be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation (subject to Section 3.11),
that the resigning or terminated party would have been entitled to for future
services rendered if the resigning or terminated party had continued to act
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, or is not approved by each and
every Rating Agency as an acceptable master servicer or special servicer, as the
case may be, of commercial mortgage loans; or if the Directing Certificateholder
or if the Holders of Certificates entitled to at least 51% of the Voting Rights
so request in writing to the Trustee; or if the REMIC Administrator is the
resigning or terminated party and the Trustee had been acting in such capacity,
promptly appoint, or petition a court of competent jurisdiction to appoint, any
established and qualified institution as the successor to the Master Servicer,
the Special Servicer or the REMIC Administrator, as the case may be, hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer, the Special Servicer or the REMIC
Administrator, as the case may be, hereunder; provided, in the case of a
successor Master Servicer, such successor has been approved by the Directing
Certificateholder, which consent with respect to the Master Servicer shall not
be unreasonably withheld or delayed; provided that such appointment does not
result in the downgrading, qualification (if applicable) or withdrawal of any
rating then assigned by any Rating Agency to any Class of Certificates (as
evidenced by written confirmation thereof from each Rating Agency); provided
further that in the case of a resigning or terminated Special Servicer, such
appointment shall be subject to the rights of the Majority Certificateholder of
the Controlling Class to designate a successor pursuant to Section 3.23. No
appointment of a successor to the Master Servicer, the Special Servicer or the
REMIC Administrator hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to the Master Servicer, the
Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in
such capacity as hereinabove provided. Notwithstanding the above, the Trustee
shall, if the Master Servicer is the resigning or terminated party and the
Trustee is prohibited by law or regulation from making P&I Advances, promptly
appoint any established mortgage loan servicing institution that has a net worth
of not less than $15,000,000 and is otherwise acceptable to each Rating Agency
(as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates), as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately. Subject to Section 3.11 and in
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on or in respect of the Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee, such successor and each other party hereto shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any costs and expenses associated with the transfer of the
foregoing functions under this Agreement (other than the set-up costs of the
successor) shall be borne by the predecessor Master Servicer, Special Servicer
or REMIC Administrator, as applicable, and, if not paid by such predecessor
Master Servicer, Special Servicer or REMIC Administrator within 30 days of its
receipt of an invoice therefor, shall be an expense of the Trust; provided that
such predecessor Master Servicer, Special Servicer or REMIC Administrator shall
reimburse the Trust for any such expense so incurred by the Trust; and provided,
further, that if the Trustee is directed to do so by the Directing
Certificateholder, the Trustee shall pursue any remedy against any party
obligated to make such reimbursement.

      Section 7.03 Form 8-K Information; Notification to Certificateholders.

      (a) The predecessor and successor Master Servicer shall each provide the
Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such appointment.

      (b) Upon any resignation of the Master Servicer, the Special Servicer or
the REMIC Administrator pursuant to Section 6.04, any termination of the Master
Servicer, the Special Servicer or the REMIC Administrator pursuant to Section
7.01 or any appointment of a successor to the Master Servicer, the Special
Servicer or the REMIC Administrator pursuant to Section 6.04 or Section 7.02,
the Trustee shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register.

      (c) Not later than the later of (i) [__] days after the occurrence of any
event that constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) [___] days after the Trustee has actual
knowledge, or would be deemed in accordance with Section 8.02(g) to have notice
of the occurrence of such an event, the Trustee shall transmit by mail to the
other non-defaulting parties hereto and all Certificateholders notice of such
occurrence, unless such default shall have been cured.

      Section 7.04 Waiver of Events of Default.

      The Holders entitled to at least 66-2/3% of the Voting Rights allocated to
each of the Classes of Certificates affected by any Event of Default hereunder
may waive such Event of Default, except that prior to any waiver of an Event of
Default arising from a failure to make P&I Advances, the Trustee shall be
reimbursed all amounts that it has advanced and for any costs and expenses
associated with any related Servicing Transfer Event. Upon any such waiver of an
Event of Default, such Event of Default shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. No such waiver shall extend
to any subsequent or other Event of Default or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other
provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor (provided that neither the Depositor
nor any Affiliate thereof is the party in respect of which such Event of Default
exists) shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.

      Section 7.05 Additional Remedies of Trustee Upon Event of Default.

      During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

      Section 8.01 Duties of Trustee.

      (a) The Trustee, prior to the occurrence of an Event of Default hereunder
and after the curing or waiver of all such Events of Default and defaults that
may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement; provided that it is herein
acknowledged and agreed that the Trustee is at all times acting in a fiduciary
capacity with respect to the Certificateholders. If an Event of Default
hereunder occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement and applicable law, and use the
same degree of care and skill in their exercise as a prudent man or the Trustee
would exercise or use under the circumstances in the conduct of his or its own
affairs (whichever standard would be higher). Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

      (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform in form to the requirements of this Agreement. If
any such instrument is found not to so conform to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. The Trustee shall not be
responsible for, but may assume and rely upon, the accuracy and content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator and accepted by the Trustee in good faith, pursuant
to this Agreement.

      (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) The duties and obligations of the Trustee shall be determined
   solely by the express provisions of this Agreement, the Trustee shall not be
   liable except for the performance of such duties and obligations as are
   specifically set forth in this Agreement, no implied covenants or obligations
   shall be read into this Agreement against the Trustee and, in the absence of
   bad faith on the part of the Trustee, the Trustee may conclusively rely, as
   to the truth of the statements and the correctness of the opinions expressed
   therein, upon any certificates or opinions furnished to the Trustee and
   conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable for an error of
   judgment made in good faith by a Responsible Officer or Responsible Officers
   of the Trustee, unless it shall be proved that the Trustee was negligent in
   ascertaining the pertinent facts; and

            (iii) The Trustee shall not be personally liable with respect to any
   action taken, suffered or omitted to be taken by it in good faith in
   accordance with the direction of Holders of Certificates entitled to at least
   25% (or, as to any particular matter, any higher percentage as may be
   specifically provided for hereunder) of the Voting Rights relating to the
   time, method and place of conducting any proceeding for any remedy available
   to the Trustee, or exercising any trust or power conferred upon the Trustee,
   under this Agreement.

      (d) The Trustee hereby indemnifies and holds the Trust harmless for all
losses, liabilities and damages incurred by the Trust or the Certificateholders
by virtue of the Trustee's negligence or fraud.

      Section 8.02 Certain Matters Affecting the Trustee.

      Except as otherwise provided in Section 8.01:

      (a) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

      (b) The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;

      (c) The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Agreement or to make any investigation of matters
arising hereunder or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; provided, however, the Trustee shall not be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default
hereunder that has not been cured, to exercise such of the rights and powers
vested in it by this Agreement and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;

      (d) The Trustee shall not be personally liable for any action reasonably
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

      (e) Prior to the occurrence of an Event of Default hereunder, and after
the curing of all such Events of Default that may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at least
25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action;

      (f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys-in-fact; provided that the use of any such agent or attorney-in-fact
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of any such agent or
attorney-in-fact;

      (g) For all purposes under this Agreement, the Trustee shall not be deemed
to have notice of any Event of Default hereunder unless a Responsible Officer of
the Trustee has actual knowledge thereof or unless written notice of any event
that is in fact such a default is received by the Trustee at the Corporate Trust
Office, and such notice references the Certificates or this Agreement; and

      (h) The Trustee shall not be responsible for any act or omission of the
Master Servicer, the Special Servicer or the REMIC Administrator (unless the
Trustee is acting as Master Servicer, Special Servicer or REMIC Administrator,
as the case may be) or for any act or omission of the Depositor or the Mortgage
Loan Seller.

      Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.

      The recitals contained herein and in the Certificates (other than the
representations and warranties of, and the other statements attributed to, the
Trustee in Article II and the certificate of authentication executed by the
Trustee as Certificate Registrar set forth on each outstanding Certificate)
shall be taken as the statements of the Depositor, the Master Servicer, the
Special Servicer or the REMIC Administrator, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement (other than
as specifically set forth in Section 2.07) or of any Certificate (other than as
to the signature of the Trustee set forth thereon) or of any Mortgage Loan or
related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the
Trust, or any funds deposited into or withdrawn from the Certificate Account,
the Interest Reserve Account or any other account by or on behalf of the
Depositor, the Master Servicer, the Special Servicer or the REMIC Administrator.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer, the Special Servicer
or the REMIC Administrator and accepted by the Trustee, in good faith, pursuant
to this Agreement.

      Section 8.04 Trustee May Own Certificates.

      The Trustee, in its individual or any other capacity, and any agent of the
Trustee may become the owner or pledgee of Certificates with, except as
otherwise provided in the definition of Certificateholder, the same rights it
would have if it were not the Trustee or such agent, as the case may be.

      Section 8.05 Fees of Trustee; Indemnification of Trustee.

      (a) The Trustee shall pay to itself on each Distribution Date, pursuant to
Section 3.05(b)(ii), from amounts on deposit in the Distribution Account, an
amount equal to the Trustee Fee for such Distribution Date and, to the extent
not previously received, for each prior Distribution Date.

      (b) The Trustee and any director, officer, employee or agent of the
Trustee, or Person, if any, who controls the Trustee within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of
amounts on deposit in the Certificate Account and the Distribution Account from
time to time) against any loss, liability or expense (including, without
limitation, costs and expenses of litigation, and of investigation, counsel
fees, damages, judgments and amounts paid in settlement) arising out of, or
incurred in connection with, any legal actions relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder and any
other "unanticipated expenses" (similar to those defined in Treasury Regulations
Section 1.860G-1(b)(3)(ii)) of the Trustee; provided that the Trustee shall not
be entitled to indemnification pursuant to this Section 8.05(b) for (i)
allocable overhead, (ii) expenses or disbursements incurred or made by or on
behalf of the Trustee in the normal course of the Trustee's performing its
routine duties in accordance with any of the provisions hereof, (iii) any
expense or liability specifically required to be borne thereby pursuant to the
terms hereof, or (iv) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of negligent disregard of such
obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee made herein. The provisions of this Section
8.05(b) shall (i) survive any resignation or removal of the Trustee and
appointment of a successor trustee and (ii) extend to any other role that the
Trustee may assume hereunder, including without limitation REMIC Administrator,
Custodian and/or Certificate Registrar.

      Section 8.06 Eligibility Requirements for Trustee.

      The Trustee hereunder shall at all times be a corporation, a trust
company, a bank or a banking association: (i) organized and doing business under
the laws of the United States of America or any State thereof or the District of
Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having
a combined capital and surplus of at least $50,000,000; (iv) subject to
supervision or examination by federal or state authority; and (v) whose
long-term senior unsecured debt is rated not less than "Aa3" by Moody's and "A+"
by S&P. If such corporation, trust company, bank or banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section 8.06, the combined capital and surplus of such
corporation, trust company, bank or banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. No Person shall become a successor trustee hereunder if
the succession of such Person would result in a downgrade, qualification (if
applicable) or withdrawal of any of the ratings then assigned by the Rating
Agencies to the Certificates. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
Notwithstanding the foregoing, if the Trustee meets the provisions of clauses
(i) through (iv) above, but does not meet the provisions of clause (v) above,
the Trustee shall be deemed to meet the provisions of such clause (v) if it
appoints a fiscal agent as a back-up liquidity provider; provided that such
fiscal agent shall have a long-term senior unsecured debt rating of at least
"AA-" by S&P and "Aa3" by Moody's. The corporation, trust company, bank or
banking association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer, the
REMIC Administrator and their respective Affiliates.

      Section 8.07 Resignation and Removal of the Trustee.

      (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, the REMIC Administrator and all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee acceptable to the Master Servicer by
written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the REMIC
Administrator and the Certificateholders by the Depositor. If no successor
trustee shall have been so appointed and have accepted appointment within [___]
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

      (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee and appoint a successor
trustee acceptable to the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Directing Certificateholder, the REMIC
Administrator and the Certificateholders by the Depositor.

      (c) The Holders of Certificates entitled to at least 33 1/3% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed; provided that the
Master Servicer, the Depositor and the remaining Certificateholders shall have
been notified; provided, further that other Holders of the Certificates entitled
to a greater percentage of the Voting Rights shall not have objected to such
removal in writing to the Master Servicer and the Depositor within [___] days of
their receipt of notice thereof. A copy of such instrument shall be delivered to
the Depositor, the Special Servicer, the REMIC Administrator and the remaining
Certificateholders by the Master Servicer. If the Trustee is removed under this
Agreement without cause, all reasonable costs and expenses incurred by the
Trustee (to the extent not duplicative of any reimbursement provided for under
Section 8.08(a)) shall be at the expense of the party causing such removal.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08; and no such resignation or removal of the Trustee
and/or appointment of a successor trustee shall be permitted, unless, as
confirmed in writing by each Rating Agency, such resignation or removal and
appointment would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating assigned by any Rating Agency to any Class of
Certificates.

      Section 8.08 Successor Trustee.

      (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer, the REMIC Administrator and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder, and the Depositor,
the Master Servicer, the Special Servicer, the REMIC Administrator and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder. If such predecessor trustee was removed as Trustee under this
Agreement without cause, the cost of any such execution, delivery or action
shall be at the expense of the Trust.

      (b) No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

      (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the successor trustee shall mail notice of the succession of
such trustee to the Depositor and the Certificateholders.

      (d) The predecessor Trustee and successor Trustee shall notify the
Depositor of any such appointment at least two Business Days prior to the
effective date thereof and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.

      Section 8.09 Merger or Consolidation of Trustee.

      Any entity into which the Trustee may be merged or converted or with which
it may be consolidated or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee, hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that the Trustee shall continue to be eligible under
the provisions of Section 8.06. The successor to the Trustee shall promptly
notify in writing each of the other parties hereto, the Certificateholders and
the Rating Agencies of any such merger, conversion, consolidation or succession
to business. The Trustee and such surviving Person shall notify the Depositor of
any such merger, conversion or consolidation at least two Business Days prior to
the effective date thereof and shall provide the Depositor will all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such merger, conversion or
consolidation.

      Section 8.10 Appointment of Co-Trustee or Separate Trustee.

      (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in case an Event of Default in respect of the Master
Servicer shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

      (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer, the Special Servicer or the REMIC
Administrator hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.

      (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

      (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

      (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties, responsibilities or
liabilities hereunder; provided the Trustee shall have no liability for the
actions or inaction of a separate trustee or co-trustee that do not comply with
the provisions of Section 8.10(b).

      Section 8.11 Appointment of Custodians.

      The Trustee may, with the consent of the Master Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee; provided that if the Custodian is an Affiliate of the Trustee such
consent of the Master Servicer need not be obtained and the Trustee shall
instead notify the Master Servicer of such appointment. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus (or shall have its performance
guaranteed by an Affiliate with a combined capital and surplus) of at least
$10,000,000, shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File and shall not be the Depositor, the Mortgage Loan Seller
or any Affiliate of any of them. Each Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Trustee hereunder in
connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its duties, liabilities or obligations hereunder, and the Trustee shall remain
responsible for all acts and omissions of any Custodian. Any such Custodian
(other than the Trustee or an Affiliate of the Trustee) shall maintain the same
errors and omissions insurance as required of the Master Servicer pursuant to
Section 3.07(c).

      Section 8.12 Access to Certain Information.

      (a) The Trustee shall provide or cause to be provided to the Depositor,
the Master Servicer, the Special Servicer and the Rating Agencies, and to the
OTS, the FDIC, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder, access to the
Mortgage Files and any other documentation regarding the Mortgage Loans and the
Trust Fund, that is within its control that may be required by this Agreement or
by applicable law. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Trustee designated by it.

      (b) Promptly following the first sale of any Non-Registered Certificate to
an Independent third party, the Depositor shall provide to the Trustee ten
copies of any private placement memorandum or other disclosure document used by
the Depositor or its Affiliate in connection with the offer and sale of the
Class of Certificates to which such Non-Registered Certificate belongs. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee 10 copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall on behalf of the Depositor,
upon reasonable advance written notice, make available during normal business
hours for review by each Rating Agency and by any Certificateholder or any
Certificate Owner or any Person identified to the Trustee by a Certificateholder
or a Certificate Owner as a prospective transferee of a Certificate or interest
therein, originals or copies of the following items: (i) in the case of a Holder
or prospective transferee of a Non-Registered Certificate, any private placement
memorandum or other disclosure document relating to the Class of Certificates to
which such Non-Registered Certificate belongs, in the form most recently
provided to the Trustee; and (ii) in all cases, (A) all Officer's Certificates
delivered to the Trustee since the Closing Date pursuant to Section 3.13, (B)
all accountants' reports delivered to the Trustee since the Closing Date
pursuant to Section 3.14, (C) the most recent inspection report, together with
any related additional written or electronic information, prepared or obtained
by, or on behalf of, the Master Servicer or Special Servicer, as the case may
be, and delivered to the Trustee in respect of each Mortgaged Property pursuant
to Section 3.12(a), (D) all Mortgagor financial statements and Mortgaged
Property operating statements and rent rolls, together with any related
additional written or electronic information, delivered to the Trustee by the
Master Servicer or the Special Servicer pursuant to Section 3.12(b), (E) any and
all notices and reports delivered to the Trustee with respect to any Mortgaged
Property securing a Defaulted Mortgage Loan as to which the environmental
testing contemplated by Section 3.09(c) revealed that either of the conditions
set forth in clauses (i) and (ii) of the first sentence thereof was not
satisfied or that any remedial, corrective or other further action contemplated
in such clauses is required (but only for so long as such Mortgaged Property or
the related Mortgage Loan is part of the Trust Fund), (F) all documents
constituting the Mortgage Files, including, without limitation, any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Master Servicer or the Special Servicer and delivered to the Trustee
pursuant to Section 3.20 (but, in each case, only for so long as the related
Mortgage Loan is part of the Trust Fund) and (G) any Asset Status Report. Copies
of any and all of the foregoing items are to be available from the Trustee upon
request; however, the Trustee shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such service.

      In connection with providing access to or copies of the items described in
the immediately preceding paragraph of this Section 8.12(b), the Trustee may
require, unless the Depositor directs otherwise, (i) in the case of Certificate
Owners, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such Person
is a beneficial holder of Certificates and will keep such information
confidential and (ii) in the case of any prospective purchaser of a Certificate
or, in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such Person
is a prospective purchaser of a Certificate or a beneficial ownership interest
therein, is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. All Certificateholders, by acceptance of their Certificates, shall
be deemed to have agreed to keep such information confidential, except to the
extent that the Depositor grants written permission to the contrary.
Notwithstanding the preceding sentences of this paragraph, the Trustee shall
have no responsibility for the accuracy, completeness or sufficiency of any
information so made available or furnished by it in the manner described in the
immediately preceding paragraph.

      Section 8.13 [Reserved].

      Section 8.14 [Reserved].

      Section 8.15 Maintenance of Mortgage File.

      Except for the release of items in the Mortgage File contemplated by this
Agreement, including, without limitation, as necessary for the enforcement of
the holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants and agrees that it shall maintain each Mortgage File in the State of
[______________], and that it shall not move any Mortgage File outside the State
of [_____________], other than as specifically provided for in this Agreement,
unless it shall first obtain and provide, at the expense of the Trustee, an
Opinion of Counsel addressed to the Depositor and the Rating Agencies to the
effect that the Trustee's first priority interest in the Mortgage Notes has been
duly and fully perfected under the applicable laws and regulations of such other
jurisdiction.

                                   ARTICLE IX

                                   TERMINATION

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

      Subject to Section 9.02, the Trust and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer, the Trustee and the REMIC Administrator (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth and the obligations of the REMIC
Administrator to file the final Tax Returns for each of REMIC I and REMIC II and
to maintain the books and records thereof for a commercially reasonable period)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Majority Certificateholder of the
Controlling Class (other than the Depositor or the Mortgage Loan Seller) the
Master Servicer, or the Special Servicer (in that order of priority) of all
Mortgage Loans and each REO Property remaining in REMIC I at a price (to be
calculated by the Master Servicer and the Trustee as of the close of business on
the third Business Day preceding the date upon which notice of any such purchase
is furnished to Certificateholders pursuant to the third paragraph of this
Section 9.01 and as if the purchase was to occur on such Business Day) equal to
(A) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I,
plus (B) the appraised value of each REO Property, if any, included in REMIC I
(such appraisal to be conducted by a Qualified Appraiser selected by the Master
Servicer or the Special Servicer and approved by the Trustee), minus (C) if such
purchase is being made by the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by the related person, together
with any Advance Interest payable to the related person in respect of such
Advances and any unpaid servicing compensation remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the related person in
connection with such purchase), and (ii) the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date hereof.

      The Majority Certificateholder of the Controlling Class (other than the
Depositor or the Mortgage Loan Seller) has the right, and if the Majority
Certificateholder of the Controlling Class fails to exercise such right, the
Master Servicer and the Special Servicer, in that order of priority, has the
right to purchase all of the Mortgage Loans and each REO Property remaining in
REMIC I as contemplated by clause (i) of the preceding paragraph by giving
written notice to the other parties hereto no later than [___] days prior to the
anticipated date of purchase; provided, however, that the Master Servicer, the
Special Servicer and any Majority Certificateholder of the Controlling Class
(other than the Depositor or the Mortgage Loan Seller) each may so elect to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
only if the aggregate Stated Principal Balance of the Mortgage Pool at the time
of such election is less than [1.0%] of the aggregate Cut-off Date Balance of
all the Mortgage Loans included in the Trust Fund as of the Closing Date. In the
event that the Master Servicer, the Special Servicer or any Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) elects to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I in accordance with the preceding sentence, the
Master Servicer, the Special Servicer or such Majority Certificateholder, as
applicable, shall deposit into the Distribution Account not later than the
Master Servicer Remittance Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any
portion thereof payable to any Person other than the Certificateholders pursuant
to Section 3.05(a), which portion shall be deposited into the Certificate
Account). In addition, the Master Servicer shall transfer all amounts required
to be transferred to the Distribution Account on such Master Servicer Remittance
Date from the Certificate Account. Upon confirmation that such final deposits
have been made, the Trustee shall release or cause to be released to the
purchaser or its designee, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished
to it by the purchaser, as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties remaining in REMIC I.

      Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and, if not previously notified pursuant to the preceding
paragraph, to the other parties hereto mailed (a) in the event such notice is
given in connection with a purchase by the Master Servicer or any Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) of all of the Mortgage Loans and each REO Property
remaining in REMIC I, not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of the final distribution on the
Certificates or (b) otherwise during the month of such final distribution on or
before the 5th day of such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment on the Certificates
will be made, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the offices of the Certificate Registrar or such other location therein
designated.

      Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the Available
Distribution Amount and Prepayment Premiums for such date that is allocable to
payments on the relevant Class in accordance with Section 4.01(b) and Section
4.01(c)(i). Final distributions on the REMIC I Regular Interests shall be deemed
to be made on such date as provided in Section 4.01(a)(ii), Section 4.01(b) and
Section 4.01(c)(iii).

      Any funds not distributed to any Holder or Holders of Certificates of any
Class on the Final Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation,
the Trustee, directly or through an agent, shall take such reasonable steps to
contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders following
the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any former Holder on any amount held in trust hereunder. If by the
second anniversary of the delivery of such second notice, all of the
Certificates shall not have been surrendered for cancellation, the Class R-II
Certificateholders shall be entitled to all unclaimed funds and other assets
that remain subject thereto.

      Section 9.02 Additional Termination Requirements.

      In the event the Master Servicer, the Special Servicer or a Majority
Certificateholder of the Controlling Class (other than the Depositor or the
Mortgage Loan Seller) purchases all of the Mortgage Loans and each REO Property
remaining in REMIC I as provided in Section 9.01, the Trust (and, accordingly,
REMIC I and REMIC II) shall be terminated in accordance with the following
additional requirements, unless the Master Servicer or such Majority
Certificateholder, as applicable, obtains at its own expense and delivers to the
Trustee and the REMIC Administrator an Opinion of Counsel, addressed to the
Trustee and the REMIC Administrator, to the effect that the failure of the Trust
to comply with the requirements of this Section 9.02 will not result in the
imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as
defined in Section 860F of the Code or cause REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

            (i) the REMIC Administrator shall specify the first day in the 90
   day liquidation period in a statement attached to the final Tax Return for
   each of REMIC I and REMIC II pursuant to Treasury Regulations Section
   1.860F-1;

            (ii) during such 90 day liquidation period and at or prior to the
   time of making of the final payment on the Certificates, the Trustee shall
   sell all of the assets of REMIC I to the Master Servicer or the Majority
   Certificateholder of the Controlling Class, as applicable, for cash; and

            (iii) prior to the end of such 90 day period and at the time of the
   making of the final payment on the Certificates, the Trustee shall distribute
   or credit, or cause to be distributed or credited, to the Holders of the
   Class R-I Certificates (in the case of REMIC I) and the Class R-II
   Certificates (in the case of REMIC II) all cash on hand (other than cash
   retained to meet claims), and each of REMIC I and REMIC II shall terminate at
   that time.

                                    ARTICLE X

                  ADDITIONAL REMIC AND GRANTOR TRUST PROVISIONS

      Section 10.01 REMIC Administration.

      (a) The REMIC Administrator shall elect to treat each of REMIC I and REMIC
II as a REMIC under the Code and, if necessary, under Applicable State Law. Each
such election will be made on Form 1066 or other appropriate federal or state
Tax Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.-

      (b) The REMIC I Regular Interests are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the
residual interest in REMIC I, represented by the Class R-I Certificates, is
hereby designated as the sole Class of "residual interests" (within the meaning
of Section 860G(a)(2) of the Code), in REMIC I. The [Class X,] Class A, Class B
and Class C Certificates are hereby designated as the "regular interests"
(within the meaning of Section 860G(a)(1) of the Code), and the Class R-II
Certificates are hereby designated as the sole Class of "residual interest"
(within the meaning of Section 860G(a)(2) of the Code), in REMIC II. [For the
avoidance of doubt, the Class X Certificates represent "specified portions,"
within the meaning of Treasury Regulations Section 1.860G-1(a)(2), of the
interest payments on the REMIC I Regular Interests corresponding to their
respective Corresponding Components.] None of the REMIC Administrator, the
Master Servicer, the Special Servicer or the Trustee shall, to the extent it is
within the control of such Person, create or permit the creation of any other
"interests" in REMIC I or REMIC II (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).

      (c) The Closing Date is hereby designated as the "startup day" of each of
REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code. The
"latest possible maturity date", within the meaning of Treasury Regulations
Section 1.860G-1(a)(4)(iii) of the REMIC I Regular Interests and the REMIC II
Regular Certificates is the Rated Final Distribution Date.

      (d) [Reserved].

      (e) The REMIC Administrator is hereby designated as agent for the Tax
Matters Person of each of REMIC I and REMIC II and shall: act on behalf of the
Trust in relation to any tax matter or controversy, represent the Trust in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority, request an administrative adjustment as to any
taxable year of REMIC I or REMIC II, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of REMIC I or REMIC II, and otherwise act on behalf of each of REMIC I
and REMIC II in relation to any tax matter or controversy involving such REMIC.
By their acceptance thereof, the Holders of the Residual Certificates hereby
agree to irrevocably appoint the REMIC Administrator as their agent to perform
all of the duties of the Tax Matters Person for REMIC I and REMIC II. Subject to
Section 10.01(h), the legal expenses and costs of any action described in this
subsection (e) and any liability resulting therefrom shall be expenses, costs
and liabilities of the Trust, and the REMIC Administrator shall be entitled to
be reimbursed therefor out of any amounts on deposit in the Distribution Account
as provided by Section 3.05(b).

      (f) The REMIC Administrator shall prepare and file or cause to be prepared
and filed, and the Trustee shall sign, all of the Tax Returns in respect of each
of REMIC I and REMIC II. The expenses of preparing and filing such returns shall
be borne by the REMIC Administrator without any right of reimbursement therefor.

      (g) The REMIC Administrator shall perform or cause to be performed on
behalf of each of REMIC I and REMIC II all reporting and other tax compliance
duties that are the responsibility of each such REMIC under the Code, the REMIC
Provisions or other compliance guidance issued by the IRS or any other taxing
authority under Applicable State Law. Included among such duties, the REMIC
Administrator shall provide, or cause to be provided: (i) to any Transferor of a
Residual Certificate and the IRS, such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to any
Person who is a Disqualified Organization; (ii) to the Certificateholders, such
information or reports as are required by the Code or the REMIC Provisions,
including, without limitation, reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required); and (iii) with respect to REMIC II, Form 8811, or other applicable
form, to the IRS, and the name, title, address and telephone number of the
Person who will serve as the representative of REMIC II.

      (h) The REMIC Administrator shall perform its duties more specifically set
forth hereunder in a manner consistent with maintaining the status of each of
REMIC I and REMIC II as a REMIC under the REMIC Provisions (and each of the
other parties hereto shall assist it, to the extent reasonably requested by it).
The REMIC Administrator shall not knowingly take (or cause any of REMIC I or
REMIC II to take) any action or fail to take (or fail to cause to be taken) any
action within the scope of its duties more specifically set forth hereunder
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could result in an Adverse REMIC Event with respect to REMIC I or REMIC II,
unless the REMIC Administrator has received an Opinion of Counsel to the effect
that the contemplated action will not result in an Adverse REMIC Event. None of
the other parties hereto shall take any action (whether or not authorized
hereunder) as to which the REMIC Administrator has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any action
with respect to REMIC I or REMIC II, or causing REMIC I or REMIC II to take any
action, that is not expressly permitted under the terms of this Agreement, each
of the other parties hereto will consult with the REMIC Administrator, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur. None of the parties hereto shall take any such action or cause REMIC I
or REMIC II to take any such action as to which the REMIC Administrator has
advised it in writing that an Adverse REMIC Event could occur. The REMIC
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne: (i) if such action that is not expressly permitted by
this Agreement would be of a material benefit to or otherwise in the best
interests of the Certificateholders as a whole, by the Trust and shall be paid
by the Trustee at the direction of the REMIC Administrator out of amounts on
deposit in the Distribution Account; and (ii) otherwise by the party seeking to
take the action not permitted by this Agreement.

      In the event that any tax is imposed on REMIC I or REMIC II, including,
without limitation, "prohibited transactions" taxes as defined in Section
860F(a)(2) of the Code, any taxes on contributions to REMIC I or REMIC II after
the Startup Day pursuant to Section 860G(d) of the Code, and any other tax
imposed by the Code or any applicable provisions of state or local tax laws
(other than any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a)), such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees), shall
be charged to and paid by: (i) the REMIC Administrator, if such tax arises out
of or results from a breach by the REMIC Administrator of any of its obligations
under this Article X; (ii) the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X;
(iii) the Master Servicer, if such tax arises out of or results from a breach by
the Master Servicer of any of its obligations under Article III or this Article
X; (iv) the Special Servicer, if such tax arises out of or results from a breach
by the Special Servicer of any of its obligations under Article III or this
Article X; or (v) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust. Any such amounts payable by the Trust in respect of taxes
shall be paid by the Trustee at the direction of the REMIC Administrator out of
amounts on deposit in the REMIC I Distribution Account.

      (i) The REMIC Administrator and, to the extent that records are maintained
thereby in the normal course of its business, each of the other parties hereto
shall, for federal income tax purposes, maintain books and records with respect
to each of REMIC I and REMIC II on a calendar year and on an accrual basis. Such
records with respect to REMIC I shall include, for each Distribution Date, the
applicable REMIC I Principal Balance, REMIC I Remittance Rate, and each category
of distribution on or with respect to the REMIC I Regular Interests and the
REMIC I Residual Interest.

      (j) Following the Startup Day therefor, the Trustee shall not accept any
contributions of assets to REMIC I or REMIC II unless it shall have received an
Opinion of Counsel (at the expense of the party seeking to cause such
contribution) to the effect that the inclusion of such assets in such REMIC will
not cause: (i) such REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (ii) the imposition of any tax on such REMIC
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

      (k) None of the REMIC Administrator, the Master Servicer, the Special
Servicer or the Trustee shall consent to or, to the extent it is within the
control of such Person, permit: (i) the sale or disposition of any of the
Mortgage Loans (except in connection with (A) a breach of any representation or
warranty of the Mortgage Loan Seller regarding the related Mortgage Loans or as
otherwise provided for in Section 2.03, (B) the foreclosure, default or imminent
default of a Mortgage Loan, including but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed-in-lieu of foreclosure, (C)
the bankruptcy of REMIC I or REMIC II, or (D) the termination of the Trust
pursuant to Article IX of this Agreement); (ii) the sale or disposition of any
investments in the Certificate Account or the REO Account for gain; or (iii) the
acquisition of any assets for the Trust Fund (other than a Mortgaged Property
acquired through foreclosure, deed-in-lieu of foreclosure or otherwise in
respect of a Defaulted Mortgage Loan and other than Permitted Investments
acquired in connection with the investment of funds in the Certificate Account
or the REO Account); in any event unless it has received an Opinion of Counsel
(from and at the expense of the party seeking to cause such sale, disposition,
or acquisition) to the effect that such sale, disposition, or acquisition will
not cause: (x) REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding; or (y) the imposition of any tax on REMIC
I or REMIC II under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances. In addition, none of the REMIC
Administrator, the Master Servicer, the Special Servicer or the Trustee shall
consent to or, to the extent it is within the control of such Person, permit any
significant change the activities of the Trust Fund in a manner that would
disqualify the Trust Fund as a "qualifying special purpose entity" for purposes
of SFAS 140 or require the consolidation of the Trust with Bank of America under
United States generally accepted accounting principles.

      (l) Except as otherwise permitted by Section 3.17(a), none of the REMIC
Administrator, the Master Servicer, the Special Servicer or the Trustee shall
enter into any arrangement by which REMIC I or REMIC II will receive a fee or
other compensation for services or, to the extent it is within the control of
such Person, permit REMIC I or REMIC II to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code. At all
times as may be required by the Code, the REMIC Administrator shall make
reasonable efforts to ensure that substantially all of the assets of REMIC I and
REMIC II will consist of "qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

      Section 10.02 Depositor, Master Servicer, Special Servicer and Trustee to
Cooperate with REMIC Administrator.

      (a) The Depositor shall provide or cause to be provided to the REMIC
Administrator, within ten days after the Closing Date, all information or data
that the REMIC Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flow of the Certificates.

      (b) The Master Servicer, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information, and access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the REMIC Administrator to enable
it to perform its duties hereunder.

      Section 10.03 Fees of the REMIC Administrator.

      In the event the Trustee and the REMIC Administrator are not the same
Person, the Trustee covenants and agrees to pay to the REMIC Administrator from
time to time, and the REMIC Administrator shall be entitled to, reasonable
compensation (as set forth in a written agreement between the Trustee and the
REMIC Administrator) for all services rendered by it in the exercise and
performance of any of the obligations and duties of the REMIC Administrator
hereunder.

      Section 10.04 Use of Agents.

      The REMIC Administrator may execute any of its obligations and duties
hereunder either directly or by or through agents or attorneys-in-fact consented
to by the Trustee, which consent shall not be unreasonably withheld; provided
that the REMIC Administrator shall not be relieved of its liabilities, duties
and obligations hereunder by reason of the use of any such agent or attorney-in-
fact.

      Section 10.05 Grantor Trust Administration.

      The parties intend that the segregated pool of assets consisting of the
Excess Interest and the Excess Interest Distribution Account shall be treated as
a "grantor trust" under the Code, and the provisions thereof shall be
interpreted consistently with this intention. In furtherance of such intention,
the Trustee shall file or cause to be filed annually with the IRS together with
IRS Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will
be provided on Form 1099) or such other form as may be applicable and shall
furnish or cause to be furnished annually, to the Holders of the Class [__]
Certificates, their allocable share of income with respect to Excess Interest as
such amounts accrue or are received, as the case may be, after the related
Anticipated Repayment Date. Under no circumstances shall the Trustee, the
Trustee, the Master Servicer or the Special Servicer have the power to vary the
investment of the Holders of the Class [_] Certificates in the Grantor Trust to
take advantage of variations in the market rate of interest to improve their
rate of return. Notwithstanding the foregoing, unless otherwise notified by the
beneficial owner of a Class [_] Certificate that such Certificate is registered
in the name of a nominee or other middleman on behalf of such beneficial owner,
the Trustee shall not treat the Grantor Trust as a WHFIT.


                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

      Section 11.01 Intent of the Parties; Reasonableness

      The parties hereto acknowledge and agree that the purpose of Article XI of
this Agreement is to facilitate compliance by the Depositor with the provisions
of Regulation AB and the related rules and regulations of the Commission. Except
with respect to Section 11.09 and Section 11.11, the Depositor or the Master
Servicer shall not exercise their right to request delivery of information or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act, the
Sarbanes-Oxley Act and, in each case, the rules and regulations of the
Commission thereunder. The parties hereto acknowledge that interpretations of
the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply with
reasonable requests made by the Depositor or the Master Servicer in good faith
for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with the Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series
20[__]-[_], each of the Master Servicer, the Special Servicer and the Trustee
shall cooperate fully with the Depositor and the Master Servicer, as applicable,
to deliver to the Depositor or the Trustee, as applicable (including any of
their assignees or designees), any and all information in its possession
necessary in the good faith determination of the Depositor or the Trustee, as
applicable, to permit the Depositor to comply with the provisions of Regulation
AB, together with such disclosures relating to the Master Servicer, the Special
Servicer and the Trustee, as applicable, and any Additional Servicer,
Subcontractor, Servicing Function Participant or Sub-Servicer, or the servicing
of the Mortgage Loans, reasonably believed by the Depositor or the Master
Servicer, as applicable, to be necessary in order to effect such compliance.
Each party to this Agreement shall have a reasonable period of time to comply
with any written request made under this Section 11.01, but in any event, shall,
upon reasonable advance written request, provide information in sufficient time
to allow the Depositor or the Trustee, as applicable, to satisfy any related
filing requirements.

      Section 11.02 Succession; Subcontractors.

      (a) In connection with the succession to the Master Servicer and Special
Servicer or any Sub-Servicer contemplated by Item 1108(a)(2) of Regulation AB as
servicer or Sub-Servicer under this Agreement by any Person (i) into which the
Master Servicer and Special Servicer or such Sub-Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer and Special Servicer or any Sub-Servicer, the Master Servicer and
Special Servicer shall provide to the Depositor, at least five Business Days
prior to the effective date of such succession or appointment, (x) written
notice to the Depositor of such succession or appointment and (y) in writing and
in form and substance reasonably satisfactory to the Depositor, all information
relating to such successor reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act) pursuant to Section 11.07; provided, however, if
disclosing such information prior to such effective date would violate any
applicable law or confidentiality agreement, the Master Servicer or Special
Servicer, as applicable, shall submit such disclosure to the Depositor no later
than the second Business Day after such effective date of such succession or
appointment.

      (b) Each of the Master Servicer, the Special Servicer, the Sub-Servicer
and the Trustee (each of the Master Servicer, the Special Servicer and the
Trustee and each Sub-Servicer, for purposes of this paragraph, a "Servicer") is
permitted to utilize one or more Subcontractors to perform certain of its
obligations hereunder. Such Servicer shall promptly upon request provide to the
Depositor a written description (in form and substance reasonably satisfactory
to the Depositor) of the role and function of each Subcontractor that is a
Servicing Function Participant utilized by such Servicer, specifying (i) the
identity of each Subcontractor, and (ii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by such
Subcontractor. As a condition to the utilization by such Servicer of any
Subcontractor determined to be a Servicing Function Participant, such Servicer
shall use commercially reasonable efforts (including enforcement as such term is
described in Section 3.22(c)) to cause any such Subcontractor used by such
Servicer to comply with the provisions of Section 11.10 and Section 11.11 to the
same extent as if such Subcontractor were such Servicer. Such Servicer shall use
commercially reasonable efforts (including enforcement as such term is described
in Section 3.22(c)) to obtain from each such Subcontractor and delivering to the
applicable Persons any assessment of compliance report and related accountant's
attestation required to be delivered by such Subcontractor under Section 11.10
and Section 11.11, in each case, as and when required to be delivered.

      (c) Notwithstanding the foregoing, if a Servicer engages a Subcontractor
in connection with the performance of any of its duties under this Agreement,
such Servicer shall be responsible for determining whether such Subcontractor is
a "servicer" within the meaning of Item 1101 of Regulation AB and whether any
such affiliate or third-party vendor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the
preceding sentence, that such Subcontractor is a "servicer" within the meaning
of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB, then such Subcontractor shall be deemed to be an
Additional Servicer for purposes of this Agreement, the engagement of such
Additional Servicer shall not be effective unless and until notice is given to
the Depositor and the Trustee of any such Additional Servicer and Sub-Servicing
Agreement or other servicing arrangement. Such notice shall contain all
information reasonably necessary to enable the Trustee to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange
Act) pursuant to Section 11.07.

      (d) In connection with the succession to the Trustee under this Agreement
by any Person (i) into which the Trustee may be merged or consolidated, or (ii)
which may be appointed as a successor to the Trustee, the Trustee shall notify
the Depositor, at least 10 Business Days prior to the effective date of such
succession or appointment and shall furnish to the Depositor in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably necessary for the Trustee to accurately and timely report, pursuant
to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act); provided, however, if disclosing such information prior to such
effective date would violate any applicable law or confidentiality agreement,
the Trustee shall submit such disclosure to the Depositor no later than the
second Business Day after such effective date of such succession or appointment.

      Section 11.03 Filing Obligations.

      (a) The Master Servicer, the Special Servicer and the Trustee shall
reasonably cooperate with the Depositor in connection with the satisfaction of
the Trust's reporting requirements under the Exchange Act. The Trustee shall
prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by
the Exchange Act in order to permit the timely filing thereof, and the Trustee
shall file (via the Commission's Electronic Data Gathering and Retrieval System)
such Forms executed by the Depositor.

      (b) In the event that the Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement, the Trustee will promptly notify the Depositor and whichever
party hereto failed to deliver, or delivered after any applicable deadline, any
required disclosure information. In the case of Forms 10-D and 10-K, the
Depositor, the Master Servicer and the Trustee will thereupon cooperate to
prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Trustee will, upon receipt of all required Form 8-K Disclosure Information, and
upon direction of the Depositor, include such disclosure information on the next
Form 10-D. In the event that any previously filed Form 8-K, Form 10-D or Form
10-K needs to be amended, the Trustee will notify the Depositor, and the parties
hereto will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form
10-K/A; provided, however, the Trustee will not be required to notify the
Depositor or any other party hereto in advance of amending Form 10-D where such
amendment is solely for the purpose of re-stating the Distribution Date
Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form 10-K shall be signed by an officer of the Depositor. The parties hereto
acknowledge that the performance by the Trustee of its duties under Section
11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or
any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon such
parties observing all applicable deadlines in the performance of their duties
under Sections 11.03, 11.04, 11.05, 11.07, 11.08, 11.09, 11.10 and 11.11. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K,
Form 10-D or Form 10-K, where such failure results from the Trustee's inability
or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form
12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.

      Section 11.04 Form 10-D Filings.

      (a) Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act. The Trustee shall file each Form 10-D with a
copy of the related Statement to Certificateholders attached thereto. Any
disclosure in addition to the Statement to Certificateholders that is required
to be included on Form 10-D ("Additional Form 10-D Disclosure") shall pursuant
to the paragraph immediately below, be reported by the parties set forth on
Schedule IX to the Depositor and the Trustee and approved by the Depositor, and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure absent such reporting,
direction and approval; provided, however, the Trustee shall promptly notify the
Depositor of any such report that it receives.

      For so long as the Trust is subject to the reporting requirements of the
Exchange Act, as set forth on Schedule IX hereto, within five calendar days
after the related Distribution Date, (i) the parties listed on Schedule IX
hereto shall be required to provide to the Trustee and the Depositor, to the
extent a responsible officer has actual knowledge thereof, in EDGAR-compatible
format, or in such other format as otherwise agreed upon by the Trustee and the
Depositor and such party, the form and substance of the Additional Form 10-D
Disclosure described on Schedule IX hereto applicable to such party, (ii) the
parties listed on Schedule IX hereto shall include with such Additional Form
10-D Disclosure, an Additional Disclosure Notification in the form attached
hereto as Schedule XII and (iii) the Depositor shall approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Schedule IX
hereto of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information. The Depositor
will be responsible for any reasonable fees assessed and any expenses incurred
by the Trustee in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.

      (b) After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for review and approval.
No later than two Business Days prior to the 15th calendar day after the related
Distribution Date, a duly authorized representative of the Depositor shall sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Trustee will follow the procedures set forth in
Section 11.03(b). Promptly after filing with the Commission, the Trustee will
make available on its internet website a final executed copy of each Form 10-D
prepared and filed by the Trustee. The signing party at the Depositor can be
contacted at: Stephen L. Hogue, Banc of America Securities LLC, 214 North Tryon
Street, NC1-027-22-03, Charlotte, North Carolina 28255, Telephone No. (704)
387-2040, and Paul E. Kurzeja, Esq., Bank of America Corporation, 101 South
Tryon Street, 30th Floor, NC1-002-29-01, Charlotte, North Carolina 28255,
Telephone No. (980) 386-8509. The parties hereto acknowledge that the
performance by the Trustee of its duties under this Section 11.04(b) related to
the timely preparation and filing of Form 10-D is contingent upon the parties
observing all applicable deadlines in the performance of their duties under this
Section 11.04. The Trustee shall have no liability for any loss, expense,
damage, or claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 10-D, where such
failure results from the Trustee's inability or failure to receive, on a timely
basis, any information from any party hereto needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

      Form 10-D requires the registrant to indicate (by checking "yes" or "no")
that it "(1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days." The Depositor shall notify
the Trustee in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D if the
answer to the questions should be "no". The Trustee shall be entitled to rely on
such representations in preparing, executing and/or filing any Form 10-D.

      Section 11.05 Form 10-K Filings.

      (a) Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline"), commencing in March 20[__], the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement:

            (i) an annual compliance statement for the Master Servicer, the
   Special Servicer, each Additional Servicer and the Trustee, as described
   under Section 11.09;

            (ii) (A) the annual reports on assessment of compliance with
   servicing criteria for the Trustee, the Master Servicer, the Special
   Servicer, any Additional Servicer, each Sub-Servicer engaged by the Master
   Servicer or the Special Servicer and each Servicing Function Participant
   utilized by the Master Servicer, the Special Servicer or the Trustee, as
   described under Section 11.10, and (B) if any such report on assessment of
   compliance with servicing criteria described under Section 11.10 identifies
   any material instance of noncompliance, disclosure identifying such instance
   of noncompliance, or if such report on assessment of compliance with
   servicing criteria described under Section 11.10 is not included as an
   exhibit to such Form 10-K, disclosure that such report is not included and an
   explanation why such report is not included;

            (iii) (A) the registered public accounting firm attestation report
   for the Trustee, the Master Servicer, the Special Servicer, any Additional
   Servicer, each Sub-Servicer engaged by the Master Servicer and the Special
   Servicer and each Servicing Function Participant utilized by the Master
   Servicer, the Special Servicer or the Trustee, as described under Section
   11.11, and (B) if any registered public accounting firm attestation report
   described under Section 11.11 identifies any material instance of
   noncompliance, disclosure identifying such instance of noncompliance, or if
   any such registered public accounting firm attestation report is not included
   as an exhibit to such Form 10-K, disclosure that such report is not included
   and an explanation why such report is not included; and

            (iv) a certification in the form attached hereto as Exhibit K, with
   such changes as may be necessary or appropriate as a result of changes
   promulgated by the Commission (the "Sarbanes-Oxley Certification"), which
   shall, except as described below, be signed by the senior officer of the
   Depositor in charge of securitization.

      Any disclosure or information in addition to clauses (i) through (iv) of
this Section 11.05 that is required to be included on Form 10-K ("Additional
Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be
reported by the parties set forth on Schedule X to the Depositor and the
Trustee, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting, direction and approval; provided, however, the Trustee shall
promptly notify the Depositor of any Additional Form 10-K Disclosure that it
receives.

      For so long as the Trust is subject to the reporting requirements of the
Exchange Act, no later than March 15, commencing in March 20[__] (i) the parties
listed on Schedule X hereto shall be required to provide to the Trustee and the
Depositor, to the extent that a responsible officer has actual knowledge
thereof, in EDGAR-compatible format, or in such other format as otherwise agreed
upon by the Trustee and the Depositor and such party, the form and substance of
the Additional Form 10-K Disclosure described on Schedule X hereto applicable to
such party, (ii) the parties listed on Schedule X hereto shall include with such
Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Schedule XII, (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K and (iv) the Trustee shall, at any
time prior to filing the related Form 10-K, provide prompt notice to the
Depositor to the extent that the Trustee is notified of an event reportable on
Form 10-K for which it has not received the necessary Additional Form 10-K
Disclosure from the applicable party. The Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on
Schedule X hereto of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure information. The
Depositor will be responsible for any reasonable fees assessed and expenses
incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.

      (b) After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review and approval
no later than [ ] Business Days prior to the 10-K Filing Deadline. No later than
5:00 p.m. Eastern Time on the [ ] Business Day prior to the 10-K Filing
Deadline, the senior officer in charge of securitization of the Depositor shall
sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form
10-K needs to be amended, the Trustee will follow the procedures set forth in
Section 11.03(b). Promptly after filing with the Commission, the Trustee will
make available on its internet website a final executed copy of each Form 10-K
prepared and filed by the Trustee. The signing party at the Depositor can be
contacted at: [Stephen L. Hogue], Banc of America Securities LLC, 214 North
Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255, Telephone No.
(704) 387-2040, and Paul E. Kurzeja, Esq., Bank of America Corporation, 101
South Tryon Street, 30th Floor, NC1-002-29-01, Charlotte, North Carolina 28255,
Telephone No. (980) 386-8509. The parties hereto acknowledge that the
performance by the Trustee of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this
Section 11.05. The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure
results from the Trustee's inability or failure to receive, on a timely basis,
any information from any party hereto needed to prepare, arrange for execution
or file such Form 10-K, not resulting from its own negligence, bad faith or
willful misconduct.

      Form 10-K requires the registrant to indicate (by checking "yes" or "no")
that it "(1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days." The Depositor shall notify
the Trustee in writing, no later than the 15th calendar day of March in any year
in which the Trust is required to file a Form 10-K if the answer to the
questions should be "no". The Trustee shall be entitled to rely on such
representations in preparing, executing and/or filing any Form 10-K.

      Section 11.06 Sarbanes-Oxley Certification.

      Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit K required to be included therewith pursuant to the
Sarbanes-Oxley Act. The Master Servicer, the Special Servicer, any Additional
Servicer and the Trustee shall, and the Master Servicer, the Special Servicer
and the Trustee shall use commercially reasonable efforts (including enforcement
as such term is described in Section 3.22(c)) to cause each Servicing Function
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans to, provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person") a certification in the form attached
hereto as Exhibit L, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity's officers, directors and Affiliates (collectively
with the Certifying Person, "Certification Parties") can reasonably rely. The
senior officer in charge of the securitization for the Depositor shall serve as
the Certifying Person. In addition, the Master Servicer, the Special Servicer,
any Additional Servicer, the Trustee and any Servicing Function Participant
shall execute a reasonable reliance certificate to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to
Section 11.09, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.10 and (iii) accountant's report
provided pursuant to Section 11.11, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or
defaults described to the registered public accountants of the Master Servicer,
the Special Servicer, any Additional Servicer, the Trustee or any Servicing
Function Participant to enable such accountants to render the attestation
reports provided for in Section 11.11. In the event the Master Servicer, the
Special Servicer, any Additional Servicer, the Trustee or any Servicing Function
Participant is terminated or resigns pursuant to the terms of this Agreement, or
any applicable sub-servicing agreement or primary servicing agreement, as the
case may be, such party shall provide a certification to the Certifying Person
pursuant to this Section 11.06 with respect to the period of time it was subject
to this Agreement or the applicable sub-servicing or primary servicing
agreement, as the case may be.

      Section 11.07 Form 8-K Filings.

      Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a "Reportable Event"), and if requested
by the Depositor, the Trustee shall prepare and file on behalf of the Trust any
Form 8-K, as required by the Exchange Act, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K ("Form 8-K Disclosure Information") shall,
pursuant to the paragraph immediately below, be reported by the parties set
forth on Schedule XI hereto to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information absent
such reporting, direction and approval; provided, however, the Trustee shall
promptly notify the Depositor of any Form 8-K Disclosure that it receives.

      As set forth on Schedule XI hereto, for so long as the Trust is subject to
the Exchange Act reporting requirements, no later than the end of business on
the second Business Day after the occurrence of a Reportable Event: (i) the
parties listed on Schedule XI hereto shall be required to provide to the Trustee
and the Depositor, to the extent a responsible officer has actual knowledge
thereof, in EDGAR-compatible format, or in such other format as otherwise agreed
upon by the Trustee and the Depositor and such party, the form and substance of
the Form 8-K Disclosure Information described on Schedule XI hereto applicable
to such party; (ii) the parties listed on Schedule XI hereto shall include with
such additional Form 8-K Disclosure ("Additional Form 8-K Disclosure"), an
Additional Disclosure Notification in the form attached hereto as Schedule XII;
and (iii) the Depositor shall approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 8-K Disclosure on Form
8-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Schedule XI hereto of their duties under
this paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable
fees assessed and out-of-pocket expenses incurred by the Trustee in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this
paragraph.

      After preparing the Form 8-K, the Trustee shall forward electronically a
copy of the Form 8-K to the Depositor for review and approval no later than the
third Business Day after the Reportable Event (but in no event earlier than
[___] hours after having received the Form 8-K Disclosure Information pursuant
to the immediately preceding paragraph). No later than the close of business on
the third Business Day after the Reportable Event, the Depositor shall notify
the Trustee of any changes to or approval of such Form 8-K. No later than Noon
(New York City time) on the fourth Business Day after the Reportable Event, a
duly authorized representative of the Depositor shall sign the Form 8-K and
return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Trustee will follow the procedures set forth in this Section 11.07. Promptly
after filing with the Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K prepared by the Trustee.
The signing party at the Depositor can be contacted at [Stephen L. Hogue], Banc
of America Securities LLC, 214 North Tryon Street, NC1-027-22-03, Charlotte,
North Carolina 28255, Telephone No. (704) 387-2040, and [Paul E. Kurzeja], Esq.,
Bank of America Corporation, 101 South Tryon Street, 30th Floor, NC1-002-29-01,
Charlotte, North Carolina 28255, Telephone No. (980) 386-8509. The parties
hereto acknowledge that the performance by the Trustee of its duties under this
Section 11.07 related to the timely preparation and filing of Form 8-K is
contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.07. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any party hereto needed to
prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.

      Section 11.08 Form 15 Filing.

      On or prior to January 30 of the first year in which the Trustee is able
to do so under applicable law, the Trustee shall prepare and file a Form 15
Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act. If at the beginning of any year
after the filing of a Form 15 Suspension Notification, if the number of
Certificateholders of record exceeds the number set forth in Section 15(d) of
the Exchange Act that would cause the Trust to again become subject to the
reporting requirements of the Exchange Act, the Trustee shall recommence
preparing and filing reports on Forms 10-D, 10-K and 8-K as required pursuant to
Section 11.04, Section 11.05 and Section 11.07.

      With respect to any reporting period occurring after the filing of Form
15, the obligations of the parties to this Agreement under Sections 11.01,
11.02, 11.04, 11.05, 11.06 and 11.07 shall be suspended for so long as the Trust
is not subject to the reporting requirements of the Exchange Act. The Trustee
shall promptly notify (which notice, notwithstanding the provisions of Section
12.05, may be sent by facsimile, telephone or by email and which shall include
the identity of those Reporting Servicers who did not deliver such information)
the Depositor and each Reporting Servicer that failed to deliver such
information, if all, or any portion of, any required disclosure information to
be included in any Form 8-K, Form 10-D or Form 10-K required to be filed
pursuant to this Agreement is not delivered to it within the delivery deadlines
set forth in this Agreement (including annual compliance statements pursuant to
Section 11.09, annual reports on assessment of compliance with servicing
criteria pursuant to Section 11.10 and attestation reports pursuant to Section
11.11) (exclusive of any grace or cure periods), but only to the extent the
Trustee has actual knowledge that the Master Servicer or Special Servicer
required to provide such disclosure information has not done so. Such notice
does not affect the tolling of any grace or cure period with respect to the
deadline of any obligation of any party contained in this Article XI.

      Section 11.09 Annual Compliance Statements.

      The Trustee, the Master Servicer and the Special Servicer shall, and the
Master Servicer or Special Servicer shall use commercially reasonable efforts
(including enforcement as such term is described in Section 3.22(c)) to cause
each Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans to, deliver to the Depositor and the Trustee
on or before March 15 of each year, commencing in March 20[__], an Officer's
Certificate stating, as to the Certifying Servicer, that (A) a review of such
Certifying Servicer's activities during the preceding calendar year or portion
thereof and of such Certifying Servicer's performance under this Agreement, or
the applicable sub-servicing agreement or primary servicing agreement in the
case of an Additional Servicer, has been made under such officer's supervision
and (B) to the best of such officer's knowledge, based on such review, such
Certifying Servicer has fulfilled all its obligations under this Agreement, or
the applicable sub-servicing agreement or primary servicing agreement in the
case of an Additional Servicer, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and
the nature and status thereof. Promptly after receipt of each such Officer's
Certificate, the Depositor shall review each such Officer's Certificate and, if
applicable, consult with such Certifying Servicer as to the nature of any
failures by such Certifying Servicer, or any related Additional Servicer with
which such Certifying Servicer has entered into a servicing relationship with
respect to the Mortgage Loans in the fulfillment of any of such Certifying
Servicer's obligations hereunder or under the applicable Sub-Servicing Agreement
or primary servicing agreement. The obligations of each Certifying Servicer
under this Section 11.09 apply to the extent that such Certifying Servicer
serviced a Mortgage Loan during the applicable period, whether or not the Master
Servicer, the Special Servicer or Additional Servicer is acting as a Certifying
Servicer at the time such Officer's Certificate is required to be delivered. In
the event the Master Servicer, the Special Servicer or the Trustee is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide,
and the Master Servicer shall use its reasonable efforts to cause any Certifying
Servicer that resigns or is terminated under any applicable servicing agreement
to provide, an annual statement of compliance pursuant to this Section 11.09
with respect to the period of time that the Master Servicer, the Special
Servicer or the Trustee was subject to this Agreement or the period of time that
the Certifying Servicer was subject to such other servicing agreement. No
Certifying Servicer shall be required to cause the delivery of any such
Officer's Certificate until April 15 in any given year so long as it has
received written confirmation from the Depositor that a Report on Form 10-K is
not required to be filed in respect of the Trust for the preceding calendar
year.

      Section 11.10 Annual Reports on Assessment of Compliance with Servicing
Criteria.

      (a) On or before March 15 of each year, commencing in March 20[_], the
Master Servicer, the Special Servicer and the Trustee, each at its own expense,
shall furnish, and each such party shall use commercially reasonable efforts
(including enforcement as such term is described in Section 3.22(c)) to cause
each Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans to furnish (each, a "Reporting
Servicer"), to the Trustee and the Depositor, a report on an assessment of
compliance with the Relevant Servicing Criteria that contains (A) a statement by
such Reporting Servicer of its responsibility for assessing compliance with the
Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used
the Relevant Servicing Criteria as the basis for such report, (C) such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 11.05, including, if there has been any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer's assessment of compliance with the Relevant
Servicing Criteria as of and for such period. Each such report shall be
addressed to the Depositor and signed by an authorized officer of the applicable
company, and shall address each of the Relevant Servicing Criteria specified in
Schedule VIII hereto delivered to the Depositor on the Closing Date. Promptly
after receipt of each such report, (i) the Depositor shall review each such
report and, if applicable, consult with each Reporting Servicer as to the nature
of any material instance of noncompliance with the Servicing Criteria applicable
to it, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria and notify the Depositor of
any exceptions. No Reporting Servicer shall be required to cause the delivery of
any such assessments until April 15 in any given year so long as it has received
written confirmation from the Depositor that a Report on Form 10-K is not
required to be filed in respect of the Trust for the preceding calendar year.

      (b) On the Closing Date, the Master Servicer, the Special Servicer and the
Trustee shall furnish to the Depositor and the Trustee the Relevant Servicing
Criteria applicable to it, in the form of Schedule VIII hereto appropriately
completed (indicating thereon any Servicing Function Participant that the Master
Servicer, Special Servicer or Trustee has entered into a servicing
relationship).

      (c) No later than the end of each fiscal year for the Trust, the Master
Servicer and the Special Servicer shall notify the Trustee and the Depositor and
the other parties to this Agreement as to the name of each Servicing Function
Participant utilized by it, and the Trustee shall notify the Depositor as to the
name of each Servicing Function Participant utilized by it, and each such notice
will specify what specific Servicing Criteria will be addressed in the report on
assessment of compliance prepared by such Servicing Function Participant. When
the Master Servicer, the Special Servicer and the Trustee submit their
assessments pursuant to Section 11.10(a), the Master Servicer, the Special
Servicer and the Trustee, as applicable, will also at such time use commercially
reasonable efforts to include the assessment (and related attestation pursuant
to Section 11.11) of each Servicing Function Participant engaged by it.

      Section 11.11 Annual Independent Public Accountants' Servicing Report.

      On or before March 15th of each year, commencing in March 20[__], the
Master Servicer, the Special Servicer and the Trustee, each at its own expense,
shall cause, and the Master Servicer, the Special Servicer and the Trustee shall
use commercially reasonable efforts (including enforcement as such term is
described in Section 3.22(c)) to cause each Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage
Loans to cause, a registered public accounting firm (which may also render other
services to the Master Servicer, the Special Servicer, the Trustee or the
applicable Servicing Function Participant, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a
report to the Trustee and the Depositor to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria in all material respects and (ii) on the
basis of an examination conducted by such firm in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is issuing an opinion as to whether such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria was
fairly stated in all material respects. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related
accountant's attestation report shall be made in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act. Such report must be available for general use and not contain
restricted use language.

      Promptly after receipt of such report from the Master Servicer, the
Special Servicer, the Trustee or any Servicing Function Participant, (i) the
Depositor shall review the report and, if applicable, consult with the Master
Servicer, the Special Servicer or the Trustee as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee or any Servicing
Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, as the case may be, in the fulfillment of
any of the Master Servicer's, the Special Servicer's, the Trustee's, the
Trustee's or the applicable Servicing Function Participants' obligations
hereunder or under the applicable sub-servicing or primary servicing agreement,
and (ii) the Trustee shall confirm that each accountants' attestation report
submitted pursuant to this Section relates to an assessment of compliance
meeting the requirements of Section 11.10 and notify the Depositor of any
exceptions.

      Section 11.12 Indemnification.

      Each of the Master Servicer, the Special Servicer and the Trustee shall
indemnify and hold harmless each Certification Party from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and other costs and expenses incurred by such
Certification Party arising out of an actual breach by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, of its obligations under
this Article XI.

      The Master Servicer and the Special Servicer shall use commercially
reasonable efforts (including enforcement as such term is described in Section
3.22(c)) to cause each Additional Servicer and each Servicing Function
Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans to indemnify and hold harmless
each Certification Party from and against any and all claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and any other costs, fees and expenses incurred by such Certification
Party arising out of (i) a breach of its obligations to provide any of the
annual compliance statements or annual assessment of compliance reports or
attestation reports pursuant to the applicable sub-servicing or primary
servicing agreement or (ii) any failure by a Servicer (as defined in Section
11.02(b)) to identify a Servicing Function Participant pursuant to Section
11.02(c).

      If the indemnification provided for herein is unavailable or insufficient
to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, any Additional Servicer or other Servicing Function
Participant (the "Performing Party") shall contribute to the amount paid or
payable to the Certification Party as a result of the losses, claims, damages or
liabilities of the Certification Party in such proportion as is appropriate to
reflect the relative fault of the Certification Party on the one hand and the
Performing Party on the other in connection with a breach of the Performing
Party's obligations pursuant to Sections 11.06, 11.09, 11.10 or 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing
agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports). The Master Servicer and
Special Servicer shall use commercially reasonable efforts (including
enforcement as such term is described in Section 3.22(c)) to cause each
Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans
to agree to the foregoing indemnification and contribution obligations. This
Section 11.12 shall survive the termination of this Agreement or the earlier
resignation or removal of the Master Servicer or the Special Servicer.

      Section 11.13 Signatures; Article XI Notices

      Each Form 8-K report and Form 10-D report shall be signed by the
Depositor. The Depositor shall provide its signature to the Trustee by
electronic or fax transmission (with hard copy to follow by overnight mail) no
later than the 13th calendar day following the related Distribution Date for
Form 10-D, and not later than noon on the date of filing for Form 8-K (provided,
that in each case the Trustee shall not file the related form until the
Depositor has given its approval thereof). If a Form 8-K or Form 10-D cannot be
filed on time or if a previously filed Form 8-K or Form 10-D needs to be
amended, the Trustee will follow the procedures set forth in this Article XI.

      With respect to any notice required to be delivered by the Trustee to the
Depositor pursuant to Article XI, the Trustee may deliver such notice,
notwithstanding any contrary provision in Section 12.05 via facsimile to (704)
386-1094.

      Section 11.14 Amendments

      This Article XI (other than with respect to the reports and certifications
set forth in Section 11.09 and Section 11.11) may be amended by the parties
hereto pursuant to Section 12.01 for purposes of complying with Regulation AB
and the Sarbanes-Oxley Act and/or to conform to standards developed within the
commercial mortgage-backed securities market without any Opinions of Counsel,
Officer's Certificates, Rating Agency confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      Section 12.01 Amendment.

      (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity; (ii) to correct, modify or
supplement any provision herein that may be defective or may be inconsistent
with any other provision herein; (iii) to add any other provisions with respect
to matters or questions arising hereunder that shall not be inconsistent with
the provisions hereof; (iv) to relax or eliminate any requirement hereunder
imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified
such that any such requirement may be relaxed or eliminated; (v) if such
amendment, as evidenced by an Opinion of Counsel delivered to the Trustee and
the REMIC Administrator, is reasonably necessary to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action that, if made effective, would apply retroactively to REMIC I or
REMIC II at least from the effective date of such amendment, or would be
necessary to avoid the occurrence of a prohibited transaction or to reduce the
incidence of any tax that would arise from any actions taken with respect to the
operation of REMIC I or REMIC II; (vi) to modify, add to or eliminate any
provisions of Section 5.02(d)(i), (ii) or (iii); or (vii) for any other purpose;
provided that such amendment (other than any amendment for the specific purposes
described in clauses (v) and (vi) above) shall not, as evidenced by an Opinion
of Counsel obtained by or delivered to the Trustee, adversely affect in any
material respect the interests of any Certificateholder without such
Certificateholder's written consent; provided further that such amendment shall
not adversely affect in any material respect the rights and obligations of the
Mortgage Loan Seller without the Mortgage Loan Seller's written consent;
provided further that such amendment (other than any amendment for any of the
specific purposes described in clauses (i) through (vi) above) shall not result
in a downgrade, qualification (if applicable) or withdrawal of any rating then
assigned to any Class of Certificates by any Rating Agency (as evidenced by
written confirmation to such effect from each Rating Agency obtained by or
delivered to the Trustee); and provided, further, no such amendment may
significantly change the activities of the Trust Fund in a manner that would
disqualify the Trust Fund as a "qualifying special purpose entity" for purposes
of SFAS 140 or require the consolidation of the Trust with Bank of America under
United States generally accepted accounting principles.

      (b) This Agreement may also be amended from time to time by the mutual
agreement of the parties hereto, with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on the Mortgage Loans and any REO Properties
that are required to be distributed on any Certificate without the written
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (b)(i) without the written consent of the
Holders of all Certificates of such Class, (iii) change the definition of the
Servicing Standard, without the written consent of the Holders of all
Certificates outstanding, (iv) modify the provisions of this Section 12.01
without the written consent of the Holders of all Certificates then outstanding
or (v) significantly change the activities of the Trust Fund in a manner that
would adversely disqualify Trust Fund as a "qualifying special purpose entity"
for purposes of SFAS 140 or require the consolidation of the Trust with Bank of
America under United States generally accepted accounting principles.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 12.01, Certificates
registered in the name of the Depositor, the Master Servicer, the Special
Servicer or any of their respective Affiliates shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates. For purposes of this Section 12.01(b), a Class of
Certificates is an "affected Class" if and only if it would, as the result of
any such amendment, experience any of the effects described in clauses (i), (ii)
and (iii) of this Section 12.01(b).

      (c) At the direction of the Holders of Certificates entitled to 100% of
the Voting Rights allocated to the affected Classes, and with the agreement of
all of the parties hereto (none of which shall withhold its agreement unless its
obligations hereunder would be materially increased), the Agreement shall be
amended for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates, including without limitation,
(i) to cause such Classes to be restructured, (ii) to create in connection with
any restructuring one or more new classes of Certificates, which may include,
without limitation, one or more classes of Certificates entitled to payments of
principal on a priority basis from collections in respect of some or all of the
Mortgage Loans, (iii) to make in connection with any such restructuring one or
more additional REMIC elections with respect to the Trust Fund, (iv) to provide
for the book-entry registration of any such existing or newly created classes of
Certificates, and (v) to provide for any holders of any Classes of
Non-Registered Certificates remaining as such after giving effect to such
amendment to receive or have the right to request to receive any statements,
reports or other information that the holders of the Class C Certificates are
entitled to receive or request to receive under this Agreement. For purposes of
this Section 12.01(c), a Class of Certificates is an "affected Class" if and
only if it would, as the result of any such amendment, experience any of the
effects described in clauses (i), (ii) and (iii) of Section 12.01(b). Any
restructuring pursuant to this Section 12.01(c) shall require, at the expense of
the requesting holders, the prior written approval of each Rating Agency and
confirmation of the ratings of each such Class of Certificates (taking into
account such restructuring), including confirmation that such restructuring will
not result in the downgrade, qualification (if applicable) or withdrawal of the
ratings then assigned to the Class C Certificates.

      (d) Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the REMIC Administrator shall consent to any amendment to this
Agreement unless it shall first have obtained or been furnished with an Opinion
of Counsel to the effect that such amendment or the exercise of any power
granted to any party hereto in accordance with such amendment will not result in
the imposition of a tax on REMIC I or REMIC II pursuant to the REMIC Provisions
or cause REMIC I or REMIC II fail to qualify as a REMIC at any time that any
Certificates are outstanding or the Grantor Trust to fail to qualify as a
grantor trust at any time that any Certificates are outstanding.

      (e) Promptly after the execution of any such amendment, the Trustee shall
furnish a copy of the amendment to each Certificateholder.

      (f) It shall not be necessary for the consent of Certificateholders under
this Section 12.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe; provided that such consents shall be
in writing.

      (g) The Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

      (h) The cost of any Opinion of Counsel to be delivered pursuant to Section
12.01(a) or (d) shall be borne by the Person seeking the related amendment,
except that if the Trustee requests any amendment of this Agreement in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 12.01(a)
or (d) shall be payable out of the Distribution Account.

      Section 12.02 Recordation of Agreement; Counterparts.

      (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust on direction by the Trustee, but
only (i) upon direction accompanied by an Opinion of Counsel (the reasonable
cost of which may be paid out of the Distribution Account) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders and (ii) upon consent of the Directing Certificateholder. It
is acknowledged that the Trustee has no obligation to monitor whether such
recordation in necessary under this Section 12.02.

      (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

      Section 12.03 Limitation on Rights of Certificateholders.

      (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

      (b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

      (c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement or any Mortgage Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and (except in the case of a default by the Trustee)
the Holders of Certificates entitled to at least 25% of the Voting Rights shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for [___]
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. It
is understood and intended, and expressly covenanted by each Certificateholder
with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 12.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

      Section 12.04 Governing Law.

      This Agreement and the Certificates shall be construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed in said State, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

      Section 12.05 Notices.

      Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given when delivered to:

            (i) in the case of Banc of America Commercial Mortgage Inc., 214
   North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255,
   Attention: Stephen Hogue, telecopy number: (704) 386-1094, with a copy to
   Paul Kurzeja, Esq., Assistant General Counsel, Bank of America Corporation,
   Bank of America Corporate Center, 101 South Tryon Street (30th Floor,
   NC1-002-29-01, Charlotte, North Carolina 28255), telecopy number: (704)
   387-0922 and with a copy to Henry A. LaBrun, Esq., Cadwalader, Wickersham &
   Taft LLP, 227 W Trade Street, 24th Floor, Charlotte, North Carolina 28202;

            (ii) in the case of the Master Servicer, Bank of America, National
   Association., Capital Markets Servicing Group, NC1-026-06-01, 900 West Trade
   Street, Suite 650, Charlotte, North Carolina 28255, Attention: Servicing
   Manager, telecopy number: (704) 317-4501, Reference: Banc of America
   Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
   Series 20[__-__], with copy to: [Henry A. LaBrun, Esq., Cadwalader,
   Wickersham & Taft LLP, 227 West Trade Street, 24th Floor, Charlotte, North
   Carolina 28202, telecopy number: (704) 348-5200];

            (iii) in the case of the Special Servicer,
   [____________________________];

            (iv) in the case of the Trustee and REMIC Administrator,
   [_________________________________________________];

            (v) in the case of the Rating Agencies,
   [_________________________________________________];

            (vi) in the case of the initial Directing Certificateholder,
   [_________________________________________________];

or as to each such Person such other address as may hereafter be furnished by
such Person to the parties hereto in writing. Any communication required or
permitted to be delivered to a Certificateholder shall be deemed to have been
duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register.

      Section 12.06 Severability of Provisions.

      If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

      Section 12.07 Successors and Assigns; Beneficiaries.

      The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. Except as
specifically contemplated by Sections 3.22, 3.24, 6.03 and 8.05, no other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

      Section 12.08 Article and Section Headings.

      The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

      Section 12.09 Notices to and from Rating Agencies.

      (a) The Trustee shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default hereunder that has not
   been cured;

            (iii) the resignation or termination of the Master Servicer, the
   Special Servicer or the REMIC Administrator and the appointment of a
   successor;

            (iv) any change in the location of the Distribution Account, the
   REMIC I Distribution Account, the REMIC II Distribution Account, the Excess
   Interest Distribution Account or the Excess Liquidation Proceeds Account;

            (v) the final payment to any Class of Certificateholders; and

            (vi) the repurchase of any Mortgage Loan by the Mortgage Loan Seller
   pursuant to Section 2.03.

      (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

            (i) the resignation or removal of the Trustee and the appointment of
   a successor;

      (c) The Trustee, the Master Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency, with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and that the
Trustee, the Master Servicer or the Special Servicer can reasonably provide in
accordance with applicable law and without waiving any attorney-client privilege
relating to such information. The Trustee, the Master Servicer and the Special
Servicer, as applicable, may include any reasonable disclaimer they deem
appropriate with respect to such information.

      (d) Each of the Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
   Section 3.13; and

            (ii) each of its annual independent public accountants' servicing
   reports described in Section 3.14, if any.

In addition, as and to the extent required by Section 3.12(a) and (b), each of
the Master Servicer and the Special Servicer shall promptly furnish to each
Rating Agency copies or summaries (in such format as will be acceptable to the
Rating Agency) of any of the written reports (including, without limitation,
reports regarding property inspections) prepared, and any of the quarterly and
annual or other periodic operating statements and rent rolls collected, by it
pursuant to Section 3.12(b).

      (e) The Trustee shall promptly furnish each Rating Agency on a monthly
basis, to the extent not made available on the Trustee's Website, copies of the
statements to the Holders of the REMIC II Certificates required by the first
paragraph of Section 4.02(a).

      (f) To the extent reasonably possible, all information and reports
delivered or made available to the Rating Agencies or a Class C
Certificateholder (if requested by such Holder), by any of the Trustee, the
Master Servicer or the Special Servicer pursuant to this Section 12.09, shall be
so delivered or otherwise made available through an electronic medium.

      (g) Each Rating Agency shall provide to the Trustee, upon its request, a
listing of the then current rating on any Certificate then outstanding.

      Section 12.10 Insolvency. The Master Servicer, Special Servicer, Depositor
and Trustee shall each notify the Depositor and the Trustee of any of the events
enumerated in Item 1.03 of Form 8-K with respect to any of the Master Servicer,
Special Servicer, Depositor or Trustee as least two Business Days prior to the
effective date thereof and shall provide the Depositor and the Trustee with all
information required by the Depositor to comply with its reporting obligation
under Item 1.03 of Form 8-K not later than the effective date of any such event.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers or representatives thereunto duly
authorized, in each case as of the day and year first above written.

                                       BANC OF AMERICA COMMERCIAL MORTGAGE
                                          INC., as Depositor

                                       By: ______________________________
                                          Name:
                                          Title:

                                       BANK OF AMERICA, NATIONAL ASSOCIATION,
                                          as Master Servicer

                                       By: ______________________________
                                          Name:
                                          Title:

                                       [____________________], as Special
                                          Servicer

                                       By:
                                          Name:
                                          Title:

                                       [____________________], as Trustee and
                                          REMIC Administrator

                                       By:
                                          Name:
                                          Title:
<PAGE>

STATE OF NORTH CAROLINA )
                        ) ss.:
COUNTY OF MECKLENBURG   )

      On the ___ day of ____________________, 20__, before me, a notary public
in and for said State, personally appeared ____________________ known to me to
be a ____________________ of BANC OF AMERICA COMMERCIAL MORTGAGE INC. one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entities, and acknowledged to me that
such person executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          ___________________________________
                                          Notary Public

                                          [SEAL]

My commission expires:

<PAGE>

STATE OF NORTH CAROLINA )
                        ) ss.:
COUNTY OF MECKLENBURG   )

      On the ___ day of ________, 20__, before me, a notary public in and for
said State, personally appeared ________________________ known to me to be a
____________________________ of BANK OF AMERICA, NATIONAL ASSOCIATION, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entities, and acknowledged to me that
such person executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          ___________________________________
                                          Notary Public

                                          [SEAL]

My commission expires:

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

      On the ___ day of _______, 20__, before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
___________________ of _________ one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such person executed the within
instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          ___________________________________
                                          Notary Public

                                          [SEAL]

My commission expires:

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

      On the ___ day of ______, 20__, before me, a notary public in and for said
State, personally appeared __________, known to me to be a __________ of
__________________________________________ which executed the within instrument,
and also known to me to be the person who executed it on behalf of such entity,
and acknowledged to me that such person executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          Notary Public

                                          [SEAL]

My commission expires:

<PAGE>


                                   Exhibit A-1
                           Form of Class A Certificate

                           CLASS A COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

                     [RULE 144A](1) [REG S](2) CERTIFICATE

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Pass-Through Rate:                       Certificate Principal Balance of this
[____]% per annum                        Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing            Class Principal Balance of all the
Agreement:                               Class A Certificates as of the Issue
[___ __, ___]                            Date: $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: A-1                     CUSIP No.: [____]

----------

(1) For Rule 144A Book-Entry Certificates only.

(2) For Reg S Book-Entry Certificates only.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., [____] OR [____] OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      For so long as this Certificate is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

      The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the purchase by the Majority Certificateholder of the Controlling
Class (other than the Depositor or any Mortgage Loan Seller), the Master
Servicer or the Special Servicer (in that order of priority) of all Mortgage
Loans and each REO Property remaining in REMIC I, at a price determined as
provided in the Agreement, and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, any such
Majority Certificateholder, the Master Servicer or the Special Servicer to
purchase from the Trust Fund all Mortgage Loans and any REO Properties remaining
therein. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the Initial Pool Balance specified on the face hereof.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York that are applicable to agreements negotiated, made and
to be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                       [____],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class A Certificates referred to in the within
mentioned Agreement.

Dated:

                                       [____],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_____________________________________________________
_______________________________________.



                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _______________ for the account of
____________________.

      Distributions made by check (such check to be made payable to __________)
and all applicable statements and notices should be mailed to
______________________________.

      This information is provided by __________________________________, the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-2
                           Form of Class B Certificate

                           CLASS B COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

                     [RULE 144A](1) [REG S](2) CERTIFICATE

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Pass-Through Rate:                       Certificate Principal Balance of this
[____] % per annum                       Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing            Class Principal Balance of all the
Agreement:                               Class B Certificates as of the Issue
[___ __, ___]                            Date: $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: B-1                     CUSIP No.: [____]

----------

(1) For Rule 144A Book-Entry Certificates only.

(2) For Reg S Book-Entry Certificates only.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., [____] OR [____] OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      For so long as this Certificate is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

      The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the purchase by the Majority Certificateholder of the Controlling
Class (other than the Depositor or any Mortgage Loan Seller), the Master
Servicer or the Special Servicer (in that order of priority) of all Mortgage
Loans and each REO Property remaining in REMIC I, at a price determined as
provided in the Agreement, and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, any such
Majority Certificateholder, the Master Servicer or the Special Servicer to
purchase from the Trust Fund all Mortgage Loans and any REO Properties remaining
therein. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the Initial Pool Balance specified on the face hereof.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York that are applicable to agreements negotiated, made and
to be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                       [____],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class B Certificates referred to in the within
mentioned Agreement.

Dated:

                                       [____],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_____________________________________________________
_______________________________________.



                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _______________ for the account of
____________________.

      Distributions made by check (such check to be made payable to __________)
and all applicable statements and notices should be mailed to
______________________________.

      This information is provided by __________________________________, the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-3
                           Form of Class C Certificate

                           CLASS C COMMERCIAL MORTGAGE
                     PASS-THROUGH CERTIFICATE, SERIES [____]

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Pass-Through Rate:                       Certificate Principal Balance of this
[____] % per annum                       Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing            Class Principal Balance of all the
Agreement:                               Class C Certificates as of the Issue
[___ __, ___]                            Date: $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[___ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: C-1                     CUSIP No.: [____]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., [____] OR [____] OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE TRUSTEE OF AN INVESTMENT REPRESENTATION LETTER.

[THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II)
A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN
THE ENTITY BY SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
SECTION 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS
GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUCH
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A
CERTIFICATE THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE.]

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      For so long as this Certificate is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

      The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the purchase by the Majority Certificateholder of the Controlling
Class (other than the Depositor or any Mortgage Loan Seller), the Master
Servicer or the Special Servicer (in that order of priority) of all Mortgage
Loans and each REO Property remaining in REMIC I, at a price determined as
provided in the Agreement, and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, any such
Majority Certificateholder, the Master Servicer or the Special Servicer to
purchase from the Trust Fund all Mortgage Loans and any REO Properties remaining
therein. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the Initial Pool Balance specified on the face hereof.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York that are applicable to agreements negotiated, made and
to be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                       [____],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class C Certificates referred to in the within
mentioned Agreement.

Dated:

                                       [____],
                                               as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_____________________________________________________
_______________________________________.



                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _______________ for the account of
____________________.

      Distributions made by check (such check to be made payable to __________)
and all applicable statements and notices should be mailed to
______________________________.

      This information is provided by __________________________________, the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-4
                           Form of Class X Certificate

                           CLASS X COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

                     [RULE 144A](1) [REG S](2) CERTIFICATE

   This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Pass-Through Rate:                       Certificate Principal Balance of this
[____] % per annum                       Certificate as of the Issue Date:
                                         $[____]

Date of Pooling and Servicing            Class Principal Balance of all the
Agreement:                               Class X Certificates as of the Issue
[___ __, ___]                            Date: $[____]

Cut-off Date:                            Initial Pool Balance: $[____]
[___ __, ___]

Issue Date:
[___ __, ___]

First Distribution Date:
[____ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: X-1                     CUSIP No.: [____](1)
                                                    [____](2)

----------

(1) For Rule 144A Book-Entry Certificates only.

(2) For Reg S Book-Entry Certificates only.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., [____] OR [____] OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, [(C) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) or (C)] TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, OR [(D) or (E)] PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND
DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF AN INVESTMENT REPRESENTATION
LETTER.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS
CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

      This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Issue Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Certificates of the same Class as this Certificate. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Banc of America
Commercial Mortgage Inc., as Depositor, and the Master Servicer, the Special
Servicer and the Trustee and REMIC Administrator identified above. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

      Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      For so long as this Certificate is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of DTC,
transfers of interests in this Certificate shall be made through the book entry
facilities of DTC.

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

      The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the purchase by the Majority Certificateholder of the Controlling
Class (other than the Depositor or any Mortgage Loan Seller), the Master
Servicer or the Special Servicer (in that order of priority) of all Mortgage
Loans and each REO Property remaining in REMIC I, at a price determined as
provided in the Agreement, and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, any such
Majority Certificateholder, the Master Servicer or the Special Servicer to
purchase from the Trust Fund all Mortgage Loans and any REO Properties remaining
therein. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the Initial Pool Balance specified on the face hereof.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York that are applicable to agreements negotiated, made and
to be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                       [____],
                                   as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class X Certificates referred to in the within
mentioned Agreement.

Dated:

                                       [____],
                                          as Certificate Registrar



                                       By:____________________________________
                                          Authorized Signatory

<PAGE>

                                   SCHEDULE A

            Certificate Balance of
           Definitive Certificates
       exchanged or transferred for, or
        issued in exchange for or upon    Remaining Principal
       transfer of, an interest in this   Amount of Book Entry   Notation
Date        Book-Entry Certificate            Certificate        Made By
----   --------------------------------   --------------------   --------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_____________________________________________________
_______________________________________.



                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _______________ for the account of
____________________.

      Distributions made by check (such check to be made payable to __________)
and all applicable statements and notices should be mailed to
______________________________.

      This information is provided by __________________________________, the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                   Exhibit A-5
                           Form of Class R Certificate

                           CLASS R COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                  SERIES [____]

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by:

                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement:                               Certificate in the related Class:
[____ __, ___]                           [____]%

Cut-off Date:                            Initial Pool Balance: $[____]
[____ __, ___]

Issue Date:
[____ __, ___]

First Distribution Date:
[____ __, ___]

Master Servicer:                         Trustee and REMIC Administrator:
Bank of America, N.A.                    [____]

Special Servicer:
[____]

Certificate No.: R-I

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BANC OF
AMERICA COMMERCIAL MORTGAGE INC., BANK OF AMERICA, N.A., [____] OR [____] OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE
OF AN INVESTMENT REPRESENTATION LETTER.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS AS SET FORTH IN SECTION 5.02 OF THE AGREEMENT.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY IF
ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF
SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO
HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

      This certifies that [____] is the registered owner of the Percentage
Interest evidenced by this Certificate (as specified above) in that certain
beneficial ownership interest in the Trust Fund evidenced by all the
Certificates of the same Class as this Certificate. The Trust Fund was created
and the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among Banc of America Commercial
Mortgage Inc., as Depositor, and the Master Servicer, the Special Servicer and
the Trustee and REMIC Administrator identified above. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

      Pursuant to the terms of the Agreement, distributions will be made on the
10th day of each month or, if such 10th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing upon the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of the Person entitled thereto, as such name and address
appear in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

      The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, Distribution Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

      The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

      Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii) of such Section 5.02(d) to
deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer and the Trustee and REMIC Administrator of any change or impending
change in its status as a Permitted Transferee. In connection with any proposed
transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the transfer of
this Certificate until its receipt of, an affidavit and agreement substantially
in the form attached as Exhibit C-1 to the Agreement (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee.

      Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.

      A "Permitted Transferee" is any Transferee that is not a Plan or a Person
acting on behalf of or using the assets of a Plan, a Disqualified Organization,
a Non-United States Person or any Person the income of which is attributable to
a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other United States Person.

      A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the Freddie Mac, a majority of whose board of directors is not selected by
such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code and (v) any other Person so
designated by the REMIC Administrator based upon an opinion of counsel that the
holding of an Ownership Interest in a Residual Certificate by such Person may
cause the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

      A "Non United States Person" is (a) any Person other than a United States
Person or (b) any Person the income of which is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such Person or any other United States Person. A "United
States Person" is a citizen or resident of the United States, a corporation or
partnership (except to the extent provided in the applicable Treasury
regulations) created or organized in, or under the laws of, the United States
any State thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, or an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more such U.S.
Persons have the authority to control all substantial decisions of the trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 that are eligible to elect to be treated as U.S.
Persons).

      No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

      Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the REMIC Administrator, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

      The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the purchase by the Majority Certificateholder of the Controlling
Class (other than the Depositor or any Mortgage Loan Seller), the Master
Servicer or the Special Servicer (in that order of priority) of all Mortgage
Loans and each REO Property remaining in REMIC I, at a price determined as
provided in the Agreement, and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. The Agreement permits, but does not require, any such
Majority Certificateholder, the Master Servicer or the Special Servicer to
purchase from the Trust Fund all Mortgage Loans and any REO Properties remaining
therein. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the Initial Pool Balance specified on the face hereof.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and REMIC
Administrator thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee and REMIC Administrator with the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights allocated to the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I or REMIC II as a REMIC, without the consent of the Holders of any of the
Certificates.

      Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

      The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

      This Certificate shall be construed in accordance with the internal laws
of the State of New York that are applicable to agreements negotiated, made and
to be performed in said State, and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                       [____],
                                               as Trustee



                                       By:____________________________________
                                          Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class R Certificates referred to in the within
mentioned Agreement.

Dated:



                                       [____],
                                               as Certificate Registrar

                                       By:____________________________________
                                          Authorized Signatory

<PAGE>

                                   SCHEDULE A

            Certificate Balance of
           Definitive Certificates
       exchanged or transferred for, or
        issued in exchange for or upon    Remaining Principal
       transfer of, an interest in this   Amount of Book Entry   Notation
Date        Book-Entry Certificate            Certificate        Made By
----   --------------------------------   --------------------   --------

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

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

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

----   --------------------------------   --------------------   --------

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_____________________________________________________
_______________________________________.



                                       ______________________________________
                                         Signature by or on behalf of Assignor



                                       ______________________________________
                                         Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _______________ for the account of
____________________.

      Distributions made by check (such check to be made payable to __________)
and all applicable statements and notices should be mailed to
______________________________.

      This information is provided by __________________________________, the
assignee named above, or _______________________________, as its agent.

<PAGE>

                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER

[____]
[____]
[____]
Attn: [___] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

Banc of America Commercial Mortgage Inc.
214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina 28255

      Re:   Transfer of Banc of America Commercial Mortgage Inc. Commercial
            Mortgage Pass-Through Certificates, Series [____]

Ladies and Gentlemen:

      This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [____ __, ___] (the "Pooling and Servicing
Agreement"), by and among Banc of America Commercial Mortgage Inc., as
Depositor, Bank of America, N.A., as Master Servicer, [____], as Special
Servicer, and [____], as Trustee and REMIC Administrator, on behalf of the
holders of Banc of America Commercial Mortgage Inc. Commercial Mortgage
Pass-Through Certificates, Series [____] (the "Certificates"), in connection
with the transfer by _________________ (the "Seller") to the undersigned (the
"Purchaser") of $_______________ aggregate Certificate Balance of Class ___
Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

      In connection with such transfer, the Purchaser hereby represents and
warrants to you and the addressees hereof as follows:

            (a) Check one of the following:*

      |_| The Purchaser is an institutional "accredited investor" (an entity
meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act of 1933, as amended (the "1933 Act")) and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Certificates, and the
Purchaser and any accounts for which it is acting are each able to bear the
economic risk of the Purchaser's or such account's investment. The Purchaser is
acquiring the Certificates purchased by it for its own account or for one or
more accounts (each of which is an "institutional accredited investor") as to
each of which the Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any costs incurred by it in
connection with this transfer.

----------

*     Each Purchaser must include one of the following two alternative
      certifications.

      |_| The Purchaser is a "qualified institutional buyer" within the meaning
of Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as
amended (the "1933 Act"). The Purchaser is aware that the transfer is being made
in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain
the information required to be provided pursuant to paragraph (d)(4)(i) of Rule
144A.

            (b) The Purchaser's intention is to acquire the Certificate (a) for
      investment for the Purchaser's own account or (b) for resale (i) to
      "qualified institutional buyers" in transactions under Rule 144A, and not
      in any event with the view to, or for resale in connection with, any
      distribution thereof, or (ii) (other than with respect to the Residual
      Certificates) to institutional "accredited investors" meeting the
      requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
      promulgated under the 1933 Act and applicable state securities laws,
      pursuant to any other exemption from the registration requirements of the
      1933 Act and applicable state securities laws, subject in the case of this
      clause (ii) to (w) the receipt by the Certificate Registrar of a letter
      substantially in the form hereof, (x) the receipt by the Certificate
      Registrar of an opinion of counsel acceptable to the Certificate Registrar
      that such reoffer, resale, pledge or transfer is in compliance with the
      1933 Act, (y) the receipt by the Certificate Registrar of such other
      evidence acceptable to the Certificate Registrar that such reoffer,
      resale, pledge or transfer is in compliance with the 1933 Act and other
      applicable laws and (z) a written undertaking to reimburse the Trust for
      any costs incurred by it in connection with the proposed transfer. The
      Purchaser understands that the Certificate (and any subsequent
      Certificate) has not been registered under the 1933 Act, by reason of a
      specified exemption from the registration provisions of the 1933 Act which
      depends upon, among other things, the bona fide nature of the Purchaser's
      investment intent (or intent to resell to only certain investors in
      certain exempted transactions) as expressed herein.

            (c) The Purchaser has reviewed the Private Placement Memorandum
      relating to the Certificates (the "Private Placement Memorandum") and the
      agreements and other materials referred to therein and has had the
      opportunity to ask questions and receive answers concerning the terms and
      conditions of the transactions contemplated by the Private Placement
      Memorandum.

            (d) The Purchaser acknowledges that the Certificate (and any
      Certificate issued on transfer or exchange thereof) has not been
      registered or qualified under the 1933 Act or the securities laws of any
      State or any other jurisdiction, and that the Certificate cannot be resold
      unless it is registered or qualified thereunder or unless an exemption
      from such registration or qualification is available.

            (e) The Purchaser hereby undertakes to be bound by the terms and
      conditions of the Pooling and Servicing Agreement in its capacity as an
      owner of a Certificate or Certificates, as the case may be (each, a
      "Certificateholder"), in all respects as if it were a signatory thereto.
      This undertaking is made for the benefit of the Trust, the Certificate
      Registrar and all Certificateholders present and future.

            (f) The Purchaser will not sell or otherwise transfer any portion of
      the Certificate or Certificates, except in compliance with Section 5.02 of
      the Pooling and Servicing Agreement.

            (g) Check one of the following:*

      |_| The Purchaser is a U.S. Tax Person (as defined below) and it has
attached hereto an Internal Revenue Service ("IRS") Form W-9 (or successor
form).

      |_| The Purchaser is not a "U.S. Tax Person" and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Certificate Registrar (or its agent) with respect to distributions to be made on
the Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form
W-8BEN (or successor form), which identifies such Purchaser as the beneficial
owner of the Certificate and states that such Purchaser is not a U.S. Tax
Person, (ii) two duly executed copies of IRS Form W-8IMY (with all appropriate
attachments) or (iii)]** two duly executed copies of IRS Form W-8ECI (or
successor form), which identify such Purchaser as the beneficial owner of the
Certificate and state that interest and original issue discount on the
Certificate and Permitted Investments is, or is expected to be, effectively
connected with a United States trade or business. The Purchaser agrees to
provide to the Certificate Registrar an updated IRS [Form W-8BEN, IRS Form
W-8IMY or]** IRS Form W-8ECI, as the case may be, any applicable successor IRS
forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a
change in the most recent IRS form of certification furnished by it to the
Certificate Registrar.

      For this purpose, "U.S. Tax Person" means a citizen or resident of the
United States for United States federal income tax purposes, a corporation or
partnership (except to the extent provided in applicable Treasury regulations)
created or organized in or under the laws of the United States, any State
thereof or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes, an estate the income
of which is subject to United States federal income taxation regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more
United States fiduciaries have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Tax Persons).

            (h) Please make all payments due on the Certificates:***

      |_| (A) by wire transfer to the following account at a bank or entity in
New York, New York, having appropriate facilities therefor:

            Bank: _________________________________________
            ABA#: _________________________________________
            Account #:  ___________________________________
            Attention:  ___________________________________


      |_| (B) by mailing a check or draft to the following address:

            ________________________________________________
            ________________________________________________
            ________________________________________________

----------

* Each Purchaser must include one of the two alternative certifications.

** Omit for Class R-I and Class R-II.

*** Only to be filled out by Purchasers of Definitive Certificates. Please
select (A) or (B). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.



                                Very truly yours,



                                       ______________________________________
                                          [The Purchaser]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:

<PAGE>

                                   EXHIBIT C-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                        PURSUANT TO SECTION 5.02(d)(i)(B)

STATE OF                   )
                           ) participation.:
COUNTY OF                  )

            [NAME OF OFFICER], being first duly sworn, deposes and says that:

            (a) He/She is the [Title of Officer] of [Name of Prospective
      Transferee] (the prospective transferee (the "Transferee") of a Banc of
      America Commercial Mortgage Inc. Class R Commercial Mortgage Pass-Through
      Certificate, Series [____], evidencing a ____% Percentage Interest in the
      Class to which it belongs (the "Residual Certificate")), a
      __________________________________ duly organized and validly existing
      under the laws of [the State of ____] [the United States], on behalf of
      which he/she makes this affidavit. Capitalized terms used but not defined
      herein have the respective meanings assigned thereto in the Pooling and
      Servicing Agreement pursuant to which the Residual Certificate was issued
      (the "Pooling and Servicing Agreement").

            (b) The Transferee (i) is [and, as of [date of transfer], will be] a
      "Permitted Transferee" and will endeavor to remain a "Permitted
      Transferee" for so long as it holds the Residual Certificate, and (ii) is
      acquiring the Residual Certificate for its own account or for the account
      of another prospective transferee from which it has received an affidavit
      in substantially the same form as this affidavit. A "Permitted Transferee"
      is any person other than a "disqualified organization" or a "non United
      States person". (For this purpose: (i) a "disqualified organization" means
      the United States or a possession thereof, any state or political
      subdivision thereof, any agency or instrumentality of any of the foregoing
      (other than an instrumentality, all of the activities of which are subject
      to tax and, except for the Federal Home Loan Mortgage Corporation, a
      majority of whose board of directors is not selected by any such
      governmental entity) or any foreign government, international organization
      or any agency or instrumentality of such foreign government or
      organization, any rural electric or telephone cooperative, or any
      organization (other than certain farmers' cooperatives) that is generally
      exempt from federal income tax (unless such organization is subject to the
      tax on unrelated business taxable income); and (ii) a "non United States
      person" is any person other than a "United States person". A "United
      States person" is a citizen or resident of the United States, a
      corporation or partnership created or organized in, or under the laws of,
      the United States, any state or the District of Columbia, including any
      entity treated as a corporation or partnership for federal income tax
      purposes, or an estate whose income is subject to United States federal
      income tax regardless of its source, or a trust if a court within the
      United States is able to exercise primary supervision over the
      administration of the trust and one or more United States persons have the
      authority to control all substantial decisions of the trust, all within
      the meaning of Section 7701(a)(30) of the Code.)

            (c) The Transferee is aware (i) of the tax that would be imposed on
      transfers of the Residual Certificate to "disqualified organizations"
      under the Internal Revenue Code of 1986, as amended; (ii) that such tax
      would be imposed on the transferor, or, if such transfer is through an
      agent (which person includes a broker, nominee or middleman) for a
      "disqualified organization", on the agent; (iii) that the person otherwise
      liable for the tax shall be relieved of liability for the tax if the
      transferee furnishes to such person an affidavit that the transferee is
      not a "disqualified organization" and, at the time of transfer, such
      person does not have actual knowledge that the affidavit is false; and
      (iv) that the Residual Certificate may be a "non-economic residual
      interest" within the meaning of Treasury Regulations Section 1.860E-1(c)
      and that the transferor of a "non-economic residual interest" will remain
      liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer is to enable the
      transferor to impede the assessment or collection of tax.

            (d) The Transferee is aware of the tax imposed on a "pass-through
      entity" holding the Residual Certificate if at any time during the taxable
      year of the pass-through entity a "disqualified organization" is the
      record holder of an interest in such entity. (For this purpose, a
      "pass-through entity" includes a regulated investment company, a real
      estate investment trust or common trust fund, a partnership, trust or
      estate, and certain cooperatives.)

            (e) The Transferee is aware that the Certificate Registrar will not
      register any transfer of the Residual Certificate by the Transferee unless
      the Transferee's transferee, or such transferee's agent, delivers to the
      Certificate Registrar, among other things, an affidavit and agreement in
      substantially the same form as this affidavit and agreement. The
      Transferee expressly agrees that it will not consummate any such transfer
      if it knows or believes that any representation contained in such
      affidavit and agreement is false.

            (f) The Transferee consents to any additional restrictions or
      arrangements that shall be deemed necessary upon advice of counsel to
      constitute a reasonable arrangement to ensure that the Residual
      Certificate will only be owned, directly or indirectly, by a Permitted
      Transferee.

            (g) The Transferee's taxpayer identification number is
      ______________.

            (h) The Transferee has reviewed the provisions of Section 5.02(d) of
      the Pooling and Servicing Agreement, a description of which provisions is
      set forth in the Residual Certificate (in particular, clause (ii) of
      Section 5.02(d) which authorizes the Trustee to deliver payments on the
      Residual Certificate to a person other than the Transferee, in the event
      that the Transferee holds such Residual Certificate in violation of
      Section 5.02(d)), and the Transferee expressly agrees to be bound by and
      to comply with such provisions.

            (i) No purpose of the Transferee relating to its purchase or any
      sale of the Residual Certificate is or will be to impede the assessment or
      collection of any tax.

            (j) The Transferee hereby represents to and for the benefit of the
      transferor that the Transferee intends to pay any taxes associated with
      holding the Residual Certificate as they become due, fully understanding
      that it may incur tax liabilities in excess of any cash flows generated by
      the Residual Certificate.

            (k) The Transferee will, in connection with any transfer that it
      makes of the Residual Certificate, deliver to the Certificate Registrar a
      representation letter substantially in the form of Exhibit C-2 to the
      Pooling and Servicing Agreement in which it will represent and warrant,
      among other things, that it is not transferring the Residual Certificate
      to impede the assessment or collection of any tax and that it has at the
      time of such transfer conducted a reasonable investigation of the
      financial condition of the proposed transferee as contemplated by Treasury
      Regulations Section 1.860E-1(c)(4)(i) and has satisfied the requirements
      of such provision.

            (l) The Transferee will not cause income to be attributable to a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other United States
      person.

            (m) Check the applicable box:

      |_| The present value of the anticipated tax liabilities associated with
holding the Residual Certificate does not exceed the sum of:

                  (i) the present value of any consideration given to the
            Transferee to acquire such Residual Certificate;

                  (ii) the present value of the expected future distributions on
            such Residual Certificate; and

                  (iii) the present value of the anticipated tax savings
            associated with holding such Residual Certificate as the related
            REMIC generates losses.

      For purposes of this calculation, (i) the Transferee is assumed to pay tax
at the highest rate currently specified in Section 11(b) of the Code (but the
tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
rate specified in Section 11(b) of the Code if the Transferee has been subject
to the alternative minimum tax under Section 55 of the Code in the preceding two
years and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

      |_| The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,

                  (i) the Transferee is an "eligible corporation," as defined in
            U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
            income from the Residual Certificate will only be taxed in the
            United States;

                  (ii) at the time of the transfer, and at the close of the
            Transferee's two fiscal years preceding the year of the transfer,
            the Transferee had gross assets for financial reporting purposes
            (excluding any obligation of a person related to the Transferee
            within the meaning of U.S. Treasury Regulations Section
            1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in
            excess of $10 million;

                  (iii) the Transferee will transfer the Residual Certificate
            only to another "eligible corporation," as defined in U.S. Treasury
            Regulations Section 1.860E-1(c)(6)(i), in a transaction that
            satisfies the requirements of U.S. Treasury Regulations Sections
            1.860G-1(c)(4)(i), (ii) and (iii) and 1.860E-1(c)(5); and

                  (iv) the Transferee determined the consideration paid to it to
            acquire the Residual Certificate based on reasonable market
            assumptions (including, but not limited to, borrowing and investment
            rates, prepayment and loss assumptions, expense and reinvestment
            assumptions, tax rates and other factors specific to the Transferee)
            that it has determined in good faith.

      |_| None of the above.

<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ___ day of __________, 20__.

                                       [NAME OF TRANSFEREE]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]

[Corporate Seal]

ATTEST:



______________________________
[Assistant] Secretary

      Personally appeared before me the above named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Transferee

      Subscribed and sworn before me this ___ day of ______________, 20__.



                                  ____________________________________________
                                  NOTARY PUBLIC

COUNTY OF ___________
STATE OF _____________
My Commission expires the _________
day of _____________, 20__.

<PAGE>

                                   EXHIBIT C-2

                         FORM OF TRANSFEROR CERTIFICATE
                        PURSUANT TO SECTION 5.02(d)(i)(D)

                                                       __________________, 20___

[____]
[____]
[____]
Attn: [__] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

      Re:   Banc of America Commercial Mortgage Inc. Commercial Mortgage
            Pass-Through Certificates, Series [____], Class R, evidencing a __%
            percentage interest in the Class to which it belongs

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________ (the "Transferor") to ____________________ (the "Transferee") of
the captioned Class R Certificate (the "Residual Certificate"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of [____ __, ___], by and among Banc of America Commercial
Mortgage Inc., as Depositor, Bank of America, N.A., as Master Servicer, [____],
as Special Servicer, and [____], as Trustee and REMIC Administrator. All terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby represents
and warrants to you, as Certificate Registrar, that:

            (a) No purpose of the Transferor relating to the transfer of the
      Residual Certificate by the Transferor to the Transferee is or will be to
      impede the assessment or collection of any tax.

            (b) The Transferor understands that the Transferee has delivered to
      you a Transfer Affidavit and Agreement in the form attached to the Pooling
      and Servicing Agreement as Exhibit C-1. The Transferor does not know or
      believe that any representation contained therein is false.

            (c) The Transferor has at the time of this transfer conducted a
      reasonable investigation of the financial condition of the Transferee as
      contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a
      result of that investigation, the Transferor has determined that the
      Transferee has historically paid its debts as they became due and has
      found no significant evidence to indicate that the Transferee will not
      continue to pay its debts as they become due in the future. The Transferor
      understands that the transfer of the Residual Certificate may not be
      respected for United States federal income tax purposes (and the
      Transferor may continue to be liable for United States federal income
      taxes associated therewith) unless the Transferor has conducted such an
      investigation.

                                  Very truly yours,



                                  ____________________________________________
                                  (Transferor)



                                  By:____________________________________
                                     Name:
                                     Title:

<PAGE>

                                    EXHIBIT D

                               REQUEST FOR RELEASE

                                                     ____________________, 20___

[____]
[____]
[____]
Attn: [__] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among
Banc of America Commercial Mortgage Inc., as Depositor, Bank of America, N.A.,
as Master Servicer, [____], as Special Servicer, and [____], as Trustee and
REMIC Administrator, the undersigned hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as
Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

      Property Name:____________________________________

      Address:_________________________________________

      Prospectus No.:____________________________________

If only particular documents in the Mortgage File are requested, please specify
which:
______________________________________________________________________________

            Reason for requesting file (or portion thereof):

      ______ (a) Mortgage Loan paid in full. The undersigned hereby certifies
that all amounts received in connection with the Mortgage Loan that are required
to be credited to the Certificate Account pursuant to the Pooling and Servicing
Agreement, have been or will be so credited.

      ______ (b) The Mortgage Loan is being foreclosed.

      ______ (c) Other. (Describe)

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently, or unless the Mortgage Loan is
being foreclosed, in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                       BANK OF AMERICA, N.A.



                                       By:____________________________________
                                          Name:
                                          Title:
                                          Phone:

                                       [____]



                                       By:____________________________________
                                          Name:
                                          Title:
                                          Phone:

Please deliver the Mortgage File as follows:
___________________________________
___________________________________
___________________________________
Attention: ________________________
Phone: ____________________________

<PAGE>

                                    EXHIBIT E

                       FORM OF ERISA REPRESENTATION LETTER

[____]
[____]
[____]
Attn: [__] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

Banc of America Commercial Mortgage Inc.
214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina 28255

Re:   Transfer of Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

Ladies and Gentlemen:

      The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series [____], Class __ (the
"Certificate") issued pursuant to that Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as Depositor, Bank of America, N.A., as Master
Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
Administrator. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.

            In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:

            1. The Purchaser either is not (a) an employee benefit plan subject
to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan (as defined in Section 3(32) of ERISA) subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (each a "Plan") or (b) a person acting
on behalf of or using the assets of any such Plan (including an entity whose
underlying assets include Plan assets by reason of investment in the entity by
any such Plan and the application of Department of Labor Regulation Section
2510.3-101), other than (except with respect to the Residual Certificates) an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of Offered Private Certificates by such
insurance company would be exempt from the prohibited transaction provisions of
ERISA and the Code under both Sections I and III of Prohibited Transaction Class
Exemption 95-60, or (except with respect to the Residual Certificates) will
deliver the opinion contemplated by 3 below.

            2. Except for the Residual Certificates (which may not transferred
unless the Purchaser can make the representation described in 1 above), the
Purchaser is purchasing Certificates, which at the time of purchase are rated
"BBB-" or better by at least one of Fitch, Inc., Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors
Service, Inc., DBRS Limited or DBRS, Inc., and the Purchaser (a) is purchasing
the Certificates pursuant to Prohibited Transaction Exemption 93-31 as amended
by Prohibited Transaction Exemption 2007-5 and (b) is an "accredited investor"
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

            3. Except for the Residual Certificates (which may not transferred
unless the Purchaser can make the representation described in 1 above), the
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or
(b) above and cannot make the representation in 2 above, such Purchaser is
required to provide to the Certificate Registrar an opinion of counsel in form
and substance satisfactory to the Certificate Registrar and the Depositor to the
effect that the acquisition and holding of such Certificate by such purchaser or
transferee will not constitute or result in a non-exempt "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Certificate Registrar, the
Master Servicer, the Special Servicer, the Placement Agent or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel will not be at
the expense of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Placement Agent, the Certificate Registrar or the Trust Fund.

      IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.

                                Very truly yours,

                                ______________________________________________
                                [The Purchaser]



                                By:___________________________________________
                                   Name:
                                   Title:

<PAGE>

                                    EXHIBIT F

                         FORM OF CUSTODIAL CERTIFICATION

[Date]

Banc of America Commercial Mortgage Inc.,
      as Depositor
214 North Tryon Street
NC1-027-22-03
Charlotte, North Carolina 28255
Attention: [____]

      Re:   Pooling and Servicing Agreement dated as of [____ __, ___] (the
            "Agreement") by and among Banc of America Commercial Mortgage Inc.
            as Depositor, Bank of America, N.A., as Master Servicer, [____], as
            Special Servicer, and [____], as Trustee and REMIC Administrator,
            for the Certificateholders of Commercial Mortgage Pass-Through
            Certificates, Series [____]

Ladies and Gentlemen:

      Pursuant to Section 2.02(b) of the above referenced Agreement, the Trustee
hereby certifies as to each Mortgage Loan listed on the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full), and except as specifically
identified in the exception report annexed hereto, (i) all documents specified
in the definition of "Mortgage File" are in its possession or the possession of
a Custodian on its behalf, or each Mortgage Loan Seller has otherwise satisfied
the delivery requirements in respect of such documents in accordance with
Section 2.01(b) and (ii) all documents received by it or any Custodian in
respect of such Mortgage Loan have been reviewed by it or by a Custodian on its
behalf and appear regular on their face, appear to be executed, and relate to
such Mortgage Loan.

      None of the Trustee, the Master Servicer, the Special Servicer or any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (iii), (v), (vi) and (viii) through (xii) of the
definition of "Mortgage File" exist or are required to be delivered by the
Mortgage Loan Seller in respect of any Mortgage Loan, or (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, binding, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face. Notwithstanding the foregoing, with respect to
Letters of Credit referenced in clause (xii) of the definition of "Mortgage
File" the Trustee shall perform the review set forth in Section
2.02(b)(iii)(A)-(C) of the Agreement. Furthermore, except as expressly provided
in Section 2.02(b) of the Agreement, none of the Trustee, the Master Servicer,
the Special Servicer or any Custodian shall have any responsibility for
determining whether the text of any assignment or endorsement is in proper or
recordable form, whether the requisite recording of any document is in
accordance with the requirements of any applicable jurisdiction, or whether a
blanket assignment is permitted in any applicable jurisdiction.

      Any terms used herein and not defined shall have the respective meaning
assigned to them in the Agreement.

                                       Respectfully,



                                       [Name]
                                       [Title]

cc: [____], Assistant General Counsel, Bank of America Corporation

<PAGE>

                                    EXHIBIT G

<PAGE>

                                    EXHIBIT H

                           FORM OF REQUEST FOR REVIEW

                                                     __________________, 20_____

[____]
[____]
[____]
Attn: [___] - Banc of America Commercial Mortgage Inc., Commercial Mortgage
      Pass-Through Certificates, Series [____]

      Re:   Pooling and Servicing Agreement dated as of [____ __, ___] (the
            "Agreement") by and among Banc of America Commercial Mortgage Inc.,
            as Depositor, Bank of America, N.A., as Master Servicer, [____], as
            Special Servicer, and [____], as Trustee and REMIC Administrator,
            for the Certificateholders of Commercial Mortgage Pass-Through
            Certificates, Series [____]

Ladies and Gentlemen:

      Pursuant to Section 2.02(b) of the above referenced Agreement,
[_________________] requests a review of the following Mortgage file:

      Property Name: _________________________________________

      Property Address: ________________________________________

      Loan Number: ________________________________________

      The results of such review should be returned to [___________________] at
the following address:

      ________________________________

      ________________________________

      ________________________________

      Phone: _________________________

      Fax: ___________________________

<PAGE>

                                    EXHIBIT I

                FORM OF NOTICE REGARDING PURCHASE OPTION EXERCISE

                         [Letterhead of Master Servicer]

                                     [Date]

[Option Holder]

      Re:   Banc of America Commercial Mortgage Inc., Commercial Mortgage
            Pass-Through Certificates, Series [____]

Ladies and Gentlemen:

      You are the holder of an assignable option (the "Purchase Option") to
purchase Mortgage Loan number ____ from the Trust Fund, pursuant to Section 3.18
of the pooling and servicing agreement (the "Pooling and Servicing Agreement")
dated as of [____ __, ___], by and among Banc of America Commercial Mortgage
Inc., as depositor, Bank of America, N.A., as Master Servicer, [____], as
Special Servicer, and [____], as Trustee and REMIC Administrator. Capitalized
terms used herein and not otherwise defined shall have the meaning set forth in
the Pooling and Servicing Agreement.

      This notice is to inform you that the exercise of your Purchase Option in
respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice
dated _________, a copy of which is attached hereto, is effective. Pursuant to
Section 3.18(d) of the Pooling and Servicing Agreement and your Purchase Option
Notice, closing of [your] [_________'s] acquisition of Mortgage Loan number ___
shall occur within ten (10) Business Days of your receipt of this notice, at the
place and in the manner described below.

      [Describe closing mechanics. Describe documents or instruments required to
be prepared by Option Holder in connection with assignment and release of the
related Mortgage Loan.]

      Upon payment of the Option Price, Mortgage Loan number ___ and the related
Mortgaged Property will be released and the related Mortgage Loan File will be
delivered to [you] [__________] or at [your] [_________'s] direction.

      Drafts of such instruments of transfer or assignment, in each case without
recourse, reasonably necessary to vest in [you] or [________] the ownership of
Mortgage Loan ____, together with [describe other documents or instruments
reasonably required to consummate the purchase] should be delivered to
[____________] for review as soon as is practicable.

      [Provide Master Servicer contact information.]

      Please acknowledge receipt of this letter by signing the enclosed copy and
return it to my attention.

                                      Sincerely,



                                      By:____________________________________
                                         Name:
                                         Title:

Option Holder's Acknowledgment



By:  _______________________________
     Name:
     Title:
     Date:

<PAGE>

                                    EXHIBIT J

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

 For any loan that is not among ten (10) largest loans in pool, and that has an
       outstanding balance less than both (a) $35,000,000 and (b) 5.0% of
                            outstanding pool balance

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York  10041
      Attn: Commercial Mortgage Surveillance

From: Bank of America, N.A., in its capacity as Master Servicer (the "Master
      Servicer") under the Pooling and Servicing Agreement dated as of [____ __,
      ___] (the "Pooling and Servicing Agreement"), among the Master Servicer,
      [____], as Special Servicer, and [____], as Trustee and REMIC
      Administrator.

Date: _________, 20___

      Re:   Banc of America Commercial Mortgage Inc. Commercial Mortgage
            Pass-Through Certificates Series [____]

      Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
      Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
      heretofore secured by the Mortgaged Properties identified on the Mortgage
      Loan Schedule by the following names:____________________

            ____________________

      Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement. [Note: all terms in this
Certification must be conformed to terms used in the Pooling and Servicing
Agreement]

      As Master Servicer under the Pooling and Servicing Agreement, we hereby:

            (a) Notify you that the Mortgagor has consummated a defeasance of
      the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
      checked below:

            ____ a full defeasance of the entire principal balance of the
Mortgage Loan; or

            ____ a partial defeasance of a portion of the principal balance of
the Mortgage Loan that represents and, an allocated loan amount of $____________
or _______% of the entire principal balance of the Mortgage Loan;

            (b) Certify that each of the following is true, subject to those
      exceptions set forth with explanatory notes on Exhibit A hereto, which
      exceptions the Master Servicer has determined, consistent with the
      Servicing Standard, will have no material adverse effect on the Mortgage
      Loan or the defeasance transaction:

                  (A) The Mortgage Loan Documents permit the defeasance, and the
            terms and conditions for defeasance specified therein were satisfied
            in all material respects in completing the defeasance.

                  (B) The defeasance was consummated on __________, 20__.

                  (C) The defeasance collateral consists of securities that (i)
            constitute "government securities" as defined in Section 2(a)(16) of
            the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii)
            are listed as "Qualified Investments for 'AAA' Financings" under
            Paragraphs 1, 2 or 3 of "Cash Flow Approach" in Standard & Poor's
            Public Finance Criteria 2000, as amended to the date of the
            defeasance, (iii) are rated "AAA" by Standard & Poor's, (iv) if they
            include a principal obligation, the principal due at maturity cannot
            vary or change, and (v) are not subject to prepayment, call or early
            redemption.

                  (D) The Master Servicer received an opinion of counsel (from
            counsel approved by the Master Servicer in accordance with the
            Servicing Standard) that the defeasance will not result in an
            Adverse REMIC event.

                  (E) The Master Servicer determined that the defeasance
            collateral will be owned by an entity (the "Defeasance Obligor")
            that is a Single-Purpose Entity (as defined in Standard & Poor's
            Structured Finance Ratings Real Estate Finance Criteria, as amended
            to the date of the defeasance (the "S&P Criteria")) as of the date
            of the defeasance, and after the defeasance owns no assets other
            than the defeasance collateral and real property securing Mortgage
            Loans included in the pool.

                  (F) The Master Servicer received written confirmation of the
            crediting of the defeasance collateral to an Eligible Account (as
            defined in the S&P Criteria) in the name of the Defeasance Obligor,
            which account is maintained as a securities account by a securities
            intermediary and has been pledged to the Trustee.

                  (G) The agreements executed in connection with the defeasance
            (i) grant control of the pledged securities account to the trustee,
            (ii) require the securities intermediary to make the scheduled
            payments on the Mortgage Loan from the proceeds of the defeasance
            collateral directly to the Master Servicer's collection account in
            the amounts and on the dates specified in the Mortgage Loan
            Documents or, in a partial defeasance, the portion of such scheduled
            payments attributed to the allocated loan amount for the real
            property defeased, increased by any defeasance premium specified in
            the Mortgage Loan Documents (the "Scheduled Payments"), (iii) permit
            reinvestment of proceeds of the defeasance collateral only in
            Permitted Investments (as defined in the S&P Criteria), (iv) permit
            release of surplus defeasance collateral and earnings on
            reinvestment from the pledged securities account only after the
            Mortgage Loan has been paid in full, if any such release is
            permitted, (v) prohibit transfers by the Defeasance Obligor of the
            Defeasance Collateral and subordinate liens against the defeasance
            collateral, and (vi) provide for payment from sources other than the
            defeasance collateral or other assets of the Defeasance Obligor of
            all fees and expenses of the securities intermediary for
            administering the defeasance and the securities account and all fees
            and expenses of maintaining the existence of the Defeasance Obligor.

                  (H) The Master Servicer received written confirmation from a
            firm of independent certified public accountants, who were approved
            by the Master Servicer in accordance with the Servicing Standard
            stating that (i) revenues from the defeasance collateral (without
            taking into account any earnings on reinvestment of such revenues)
            will be sufficient to timely pay each of the Scheduled Payments
            after the defeasance including the payment in full of the Mortgage
            Loan (or the allocated portion thereof in connection with a partial
            defeasance) on its Maturity Date (or, in the case of an ARD Loan, on
            its Anticipated Repayment Date), (ii) the revenues received in any
            month from the defeasance collateral will be applied to make
            Scheduled Payments within four (4) months after the date of receipt,
            and (iii) interest income from the defeasance collateral to the
            Defeasance Obligor in any calendar or fiscal year will not exceed
            such Defeasance Obligor's interest expense for the Mortgage Loan (or
            the allocated portion thereof in a partial defeasance) for such
            year.

                  (I) The Mortgage Loan is not among the ten (10) largest loans
            in the pool. The entire principal balance of the Mortgage Loan as of
            the date of defeasance was less than both $35,000,000 and five
            percent of pool balance, which is less than 5.0% of the aggregate
            Certificate Balance of the Certificates as of the date of the most
            recent Paying Agent's Monthly Certificateholder Report received by
            us (the "Current Report").

                  (J) The defeasance described herein, together with all prior
            and simultaneous defeasances of Mortgage Loans, brings the total of
            all fully and partially defeased Mortgage Loans to
            $__________________, which is _____% of the Aggregate Certificate
            Balance of the Certificates as of the date of the Current Report.

            (c) Certify that Exhibit B hereto is a list of the material
      agreements, instruments, organizational documents for the Defeasance
      Obligor, and opinions of counsel and independent accountants executed and
      delivered in connection with the defeasance.

            (d) Certify that the individual under whose hand the Master Servicer
      has caused this Notice and Certification to be executed did constitute a
      Servicing Officer as of the date of the defeasance described above.

            (e) Agree to provide copies of all items listed in Exhibit B to you
      upon request.

      IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                       BANK OF AMERICA, N.A.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT K

               FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

                    Banc of America Commercial Mortgage Inc.
                  Commercial Mortgage Pass-Through Certificates
                           Series [____] (the "Trust")

            I,    [identify the certifying individual], certify that:

            (a) I have reviewed this annual report on Form 10-K, and all reports
      on Form 10-D required to be filed in respect of the period covered by this
      report on Form 10-K (the "Exchange Act Periodic Reports"), of the Trust
      formed pursuant to the Pooling and Servicing Agreement (the ("Pooling and
      Servicing Agreement") dated as of [____ __, ___] among Banc of America
      Commercial Mortgage Inc., as Depositor, Bank of America, N.A., as Master
      Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
      Administrator;

            (b) Based on my knowledge, the Exchange Act Period Reports, taken as
      a whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading as
      of the last day of the period covered by this annual report;

            (c) Based on my knowledge, the distribution, servicing and other
      information required to be provided to the Trustee by the Master Servicer
      and the Special Servicer under the under Form 10-D for the period covered
      by this report is included in Exchange Act Periodic Reports;

            (d) Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act Periodic Report, the servicers have
      fulfilled their obligations under the Pooling and Servicing Agreement in
      all material respects;

            (e) All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K; and

            (f) I have disclosed to the Trust's certified public accountants all
      significant deficiencies relating to the Master Servicer's or Special
      Servicer's compliance with the minimum servicing standards in accordance
      with a review conducted in compliance with the Uniform Single Attestation
      Program for Mortgage Bankers or similar standard as set forth in the
      Pooling and Servicing Agreement.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: ________, as
Special Servicer, ________, as Trustee and REMIC Administrator, ________, as
Sub-Servicer, ________, and as Sub-Servicer, ________.



Date: _________________________



_______________________________
[Signature]
[Title]

<PAGE>

                                    EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

Re:   Banc of America Commercial Mortgage Trust [____] (the "Trust"), Commercial
      Mortgage Pass-Through Certificates, Series [____]

            I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as [Trustee/Master
Servicer/Special Servicer] under that certain Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") dated as of [____ __, ___], among Banc
of America Commercial Mortgage Inc., as Depositor, Bank of America, N.A., as
Master Servicer, [____], as Special Servicer, and [____], as Trustee and REMIC
Administrator, certify to [identify the individual signing the Sarbanes-Oxley
Certification], the Depositor and its partners, representatives, affiliates,
members, managers, directors, officers, employees and agents, to the extent that
the following information is within our normal area of responsibilities and
duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:

            (a) [To be certified by the Trustee] [I have reviewed the
      information provided by the Master Servicer and Special Servicer for
      inclusion in the annual report on Form 10-K for the fiscal year [___] (the
      "Annual Report"), and all reports provided for inclusion on Form 8-K
      containing statements to certificateholders filed in respect of periods
      included in the year covered by that Annual Report (collectively with the
      Annual Reports, the "Reports"), of the Trust;]

            (b) [To be certified by the Trustee] [To the best of my knowledge,
      the information in the Reports, to the extent prepared by the [Trustee]
      (but not including any information provided to the [Trustee] by the Master
      Servicer or Special Servicer, other than to the extent that such
      information has been aggregated or manipulated by [Trustee]), taken as a
      whole, does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading as
      of the last day of the period covered by the Annual Report;]

            (c) [To be certified by the Trustee] [To the best of my knowledge,
      the distribution or servicing information required to be provided to the
      Trustee by the Master Servicer and the Special Servicer under the Pooling
      and Servicing Agreement for inclusion in the Reports is included in the
      Reports;]

            (d) [To be certified by the Master Servicer and Special Servicer]
      [Based on my knowledge, the servicing information required to be provided
      under Section 3.15 of the Pooling and Servicing Agreement is included in
      such servicing reports delivered by the Special Servicer to the
      Depositor;]

            (e) [To be certified by the Master Servicer and Special Servicer]
      [Based on my knowledge, the servicing information delivered by the Special
      Servicer to the Trustee for inclusion in the Reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by such Reports;]

            (f) [To be certified by the Master Servicer, Special Servicer and
      Trustee] [I am responsible for reviewing the activities performed by the
      [Master Servicer][Special Servicer][Trustee] under the Pooling and
      Servicing Agreement and based upon my knowledge and the annual compliance
      reviews conducted in preparing the servicer compliance statements required
      in such reports under Item 1123 of Regulation AB with respect to the
      [Master Servicer][Special Servicer][Trustee], and except as disclosed in
      the compliance certificate delivered by the [Master Servicer][Special
      Servicer][Trustee] under the Pooling and Servicing Agreement, [the Master
      Servicer] [the Special Servicer] [The Trustee] has fulfilled its
      obligations under the Pooling and Servicing Agreement in all material
      respects;]

            (g) [To be certified by the Master Servicer, Special Servicer and
      Trustee] [I am responsible for reviewing the activities performed by [the
      Master Servicer] [the Special Servicer] [Trustee] under the Pooling and
      Servicing Agreement and based upon my knowledge and the annual compliance
      review conducted in preparing the servicer compliance statement provided
      by the [Master Servicer][Special Servicer][Trustee] as the case may be,
      required under the Pooling and Servicing Agreement, and except as
      disclosed in such compliance statement, [the Master Servicer] [the Special
      Servicer] [the Trustee] has fulfilled its obligations under the Pooling
      and Servicing Agreement in all material respects, including the provision
      of all Reports required to be submitted to the Trustee thereunder, and
      that, to the knowledge of [the Master Servicer] [the Special Servicer],
      based upon the review required under the Pooling and Servicing Agreement
      with respect to [the Master Servicer] [the Special Servicer], such reports
      do not contain any material misstatements or omissions; and]

            (h) [To be certified by the Master Servicer, Special Servicer and
      Trustee] [All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the [Master Servicer][Special Servicer]
      [Trustee] required to be delivered by the [Master Servicer][Special
      Servicer][Trustee] under the Pooling and Servicing Agreement in accordance
      with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
      have been delivered pursuant to the terms of the Pooling and Servicing
      Agreement. Any material instances of noncompliance with the servicing
      criteria have been disclosed in such reports.]



Date: _________________________

[NAME OF COMPANY]



_______________________________
[Signature]
[Title]

<PAGE>

                                    EXHIBIT M

                        FORM OF REGULATION S CERTIFICATE

[____]
[____]
[____]
Attn: [___] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial Mortgage
      Pass-Through Certificates, Series [____], Class [__ ]

Ladies and Gentlemen:

      Reference is made to the Pooling and Servicing Agreement, dated as of
[____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Domestic Global Certificate (CUSIP No. ) with the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Regulation S Global Certificate (ISIN No. ).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and the Certificates and (i) with respect to transfers
made in accordance with Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (a) the offer of the Certificates was not made to a person in the
United States,

      [(b) at the time the buy order was originated, the Transferee was outside
the United States or the Transferor and any person acting on its behalf
reasonably believed that the Transferee was outside the United States,]*

            [b. the transaction was executed in, on or through the facilities of
a designated offshore securities market and neither the undersigned nor any
person acting on its behalf knows that the transaction was pre-arranged with a
buyer in the United States,]*

----------

* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

      (c) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

      (d) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act;

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated: _________ __, __

<PAGE>

                                    EXHIBIT N

                          FORM OF TRANSFER CERTIFICATE
                          FOR EXCHANGE OR TRANSFER FROM
                   DOMESTIC GLOBAL CERTIFICATE TO REGULATION S
                 GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD

                       (Exchanges or transfers pursuant to
             Section 5.02(d) of the Pooling and Servicing Agreement)

[____]
[____]
[____]
Attn: [___] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial Mortgage
      Pass-Through Certificates, Series [____], Class [__]

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Domestic Global Certificate (CUSIP No. _____________) with the Depository in the
name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest for an interest in the
Regulation S Global Certificate (CUSIP No. ____________) to be held with
[Euroclear] [Clearstream]* (ISIN No. _____________) through the Depository.

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:

            (a) the offer of the Certificates was not made to a person in the
United States,

      [(b) at the time the buy order was originated, the transferee was outside
the United States or the Transferor and any persons acting on its behalf
reasonably believed that the transferee was outside the United States,]**

            [b.___the transaction was executed in, on or through the facilities
of a designated offshore securities market and neither the Transferor nor any
person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States,]

----------

** Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

            (c) no directed selling efforts have been made in contravention of
      the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
      and

            (d) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated: _____________, ___

<PAGE>

                                   EXHIBIT O

                          FORM OF TRANSFER CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM DOMESTIC
                    GLOBAL CERTIFICATE TO REGULATION S GLOBAL
                     CERTIFICATE AFTER THE RESTRICTED PERIOD

                       (Exchange or transfers pursuant to
             Section 5.02(d) of the Pooling and Servicing Agreement)

[____]
[____]
[____]
Attn: [___] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

      Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial
            Mortgage Pass-Through Certificates, Series [____], Class [__ ]

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Domestic Global Certificate (CUSIP No. _____) with the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Regulation S Global Certificate (ISIN No. _____).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:

            (a) the offer of the Certificates was not made to a person in the
United States,

      [(b) at the time the buy order was originated, the transferee was outside
the United States or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States,]

            (c) the transaction was executed in, on or through the facilities of
      a designated offshore securities market and neither the Transferor nor any
      person acting on its behalf knows that the transaction was prearranged
      with a buyer in the United States,]*

            (d) no directed selling efforts have been made in contravention of
      the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
      and

            (e) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act;

      or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer and the
Special Servicer.

                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated: ____ __, ____

----------

* Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

<PAGE>

                                    EXHIBIT P

                          FORM OF TRANSFER CERTIFICATE
                FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
                   CERTIFICATE TO DOMESTIC GLOBAL CERTIFICATE

                       (Exchange or transfers pursuant to
             Section 5.02(d) of the Pooling and Servicing Agreement)

[____]
[____]
[____]
Attn: [___] - Banc of America Commercial Mortgage Inc. Commercial Mortgage
      Pass-Through Certificates, Series [____]

      Re:   Transfer of Banc of America Commercial Mortgage Inc., Commercial
            Mortgage Pass-Through Certificates, Series [____], Class [__ ]

      Reference is hereby made to the Pooling and Servicing Agreement, dated as
of [____ __, ___] (the "Pooling and Servicing Agreement"), by and among Banc of
America Commercial Mortgage Inc., as depositor (the "Depositor"), Bank of
America, N.A., as Master Servicer (the "Master Servicer"), [____], as Special
Servicer (the "Special Servicer"), and [____], as Trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

      This letter relates to US $[__________] aggregate Certificate Principal
Amount of Certificates (the "Certificates") which are held in the form of the
Regulation S Global Certificate (CUSIP No. __________) with [Euroclear]
[Clearstream]* (ISIN No. __________) through the Depository in the name of
[insert name of transferor] (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Certificates for an interest in the
Domestic Global Certificate (CUSIP No. __________).

      In connection with such request, and in respect of such Certificates, the
Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and
Servicing Agreement and (ii) Rule 144A under the Securities Act to a transferee
that the Transferor reasonably believes is purchasing the Certificates for its
own account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Servicer, the Special
Servicer and [____], [____] and [____], Inc., the Initial Purchasers of the
offering of the Certificates.

                                       [Insert Name of Transferor]

                                       By:____________________________________
                                          Name:
                                          Title:

Dated: ____ __, ____

<PAGE>


                                   SCHEDULE I

                             Mortgage Loan Schedule


<PAGE>

                                   SCHEDULE II

            Sub-Servicing Agreements in Effect as of the Closing Date


<PAGE>

                                  SCHEDULE III

                  Schedule of Exceptions under Section 2.02(a)


<PAGE>

                                   SCHEDULE IV


<PAGE>

                                   SCHEDULE V

                 Mortgage Loans that Initially Pay Interest Only


<PAGE>

                                   SCHEDULE VI

                    Mortgage Loans Containing Additional Debt


<PAGE>

                                  SCHEDULE VII

                     Schedule of Initial Controlling Holders


<PAGE>

                                  SCHEDULE VIII

         Servicing Criteria to be Addressed in Assessment of Compliance


--------------------------------------------------------------------------------
                                                                  Applicable
                         Relevant Servicing Criteria              Party(ies)
--------------------------------------------------------------------------------
  Reference                         Criteria
--------------------------------------------------------------------------------


<PAGE>

                                   SCHEDULE IX

                         Additional Form 10-D Disclosure


--------------------------------------------------------------------------------
           Item on Form 10-D                        Party Responsible
--------------------------------------------------------------------------------


<PAGE>

                                   SCHEDULE X

                         Additional Form 10-K Disclosure


--------------------------------------------------------------------------------
           Item on Form 10-K                         Party Responsible
--------------------------------------------------------------------------------


<PAGE>

                                   SCHEDULE XI

                         Form 8-K Disclosure Information


--------------------------------------------------------------------------------
           Item on Form 8-K                       Party Responsible
--------------------------------------------------------------------------------


<PAGE>

                                  SCHEDULE XII

                   Form of Additional Disclosure Notification

         **SEND VIA FAX TO [_____] AND VIA OVERNIGHT MAIL TO [_____] AND
              BANK OF AMERICA AT THE ADDRESSES IMMEDIATELY BELOW**


[Trustee Name and Address]
Attn:  [___] - Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 20[__]-[_]

Banc of America Commercial Mortgage Inc.
214 North Tryon Street, NC1-027-22-03
Charlotte, North Carolina 28255
Attention:  Stephen L. Hogue

RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

            In accordance with Section [ ] of the pooling and servicing
agreement, dated as of [__] [__], 20[__] (the "Pooling and Servicing
Agreement"), by and among Banc of America Commercial Mortgage Inc. (the
"Company"), as depositor, Bank of America, National Association, as master
servicer, [_____], as special servicer and [__], as trustee and REMIC
administrator. The undersigned, as [ ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:
-----------------------------------------------------------




List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
--------------------------------------------------------------------

      Any inquiries related to this notification should be directed to [
     ], phone number: [      ]; email address: [        ].



                                [NAME OF PARTY],
                                    as [role]

                                 By:
                                     --------------------------------------
                                     Name:
                                     Title:


cc:  Depositor