Exhibit 4.1



                    MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                   Depositor


                                      and


                           [NAME OF MASTER SERVICER]
                                Master Servicer


                                      and


                          [NAME OF SPECIAL SERVICER]
                               Special Servicer


                                      and


                               [NAME OF TRUSTEE]
                                    Trustee


                                      and


                            [NAME OF FISCAL AGENT]
                                 Fiscal Agent



                        POOLING AND SERVICING AGREEMENT


                      Dated as of __________ __, _______


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


                          $____________ (approximate)


                 Commercial Mortgage Pass-Through Certificates


                                Series 200_-__


<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----


                                   ARTICLE I

                                  DEFINITIONS

<S>                        <C>                                                                                          <C>
   SECTION 1.01.           Defined Terms..................................................................................6
   SECTION 1.02.           Certain Adjustments to the Principal Distributions on the Certificates........................80

                                  ARTICLE II

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

   SECTION 2.01.           Conveyance of Trust Mortgage Loans............................................................83
   SECTION 2.02.           Acceptance of the Trust Fund by Trustee.......................................................86
   SECTION 2.03.           Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage Loans for
                             Document Defects and Breaches of Representations and Warranties.............................87
   SECTION 2.04.           Representations and Warranties of Depositor...................................................91
   SECTION 2.05.           Acceptance of REMIC I by Trustee..............................................................93
   SECTION 2.06.           Execution, Authentication and Delivery of Class R-I Certificates..............................93
   SECTION 2.07.           Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee....................93
   SECTION 2.08.           Execution, Authentication and Delivery of REMIC II Certificates...............................93
   SECTION 2.09.           Execution, Authentication and Delivery of Class Z Certificates................................93

                                  ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

   SECTION 3.01.           Administration of the Mortgage Loans..........................................................94
   SECTION 3.02.           Collection of Mortgage Loan Payments..........................................................96
   SECTION 3.03.           Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                             Reserve Accounts............................................................................99
   SECTION 3.04.           Collection Account, Interest Reserve Account, Additional Interest Account,
                             Distribution Account, Gain-on-Sale Reserve Account and Loan Combination
                             Custodial Accounts.........................................................................105
   SECTION 3.05.           Permitted Withdrawals From the Collection Account, the Interest Reserve
                             Account, the Additional Interest Account, the Distribution Account and the
                             Loan Combination Custodial Accounts........................................................112
   SECTION 3.06.           Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
                             Collection Account, the Distribution Account, the Loan Combination
                             Custodial Accounts, the Additional Interest Account, the Gain-on-Sale
                             Reserve Account and the REO Accounts.......................................................122
   SECTION 3.07.           Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage................124


<PAGE>


   SECTION 3.08.           Enforcement of Alienation Clauses............................................................128
   SECTION 3.09.           Realization Upon Defaulted Mortgage Loans; Required Appraisals...............................131
   SECTION 3.10.           Trustee and Custodian to Cooperate; Release of Mortgage Files................................135
   SECTION 3.11.           Servicing Compensation.......................................................................137
   SECTION 3.12.           Property Inspections; Collection of Financial Statements; Delivery of Certain
                             Reports....................................................................................143
   SECTION 3.13.           Annual Statement as to Compliance............................................................147
   SECTION 3.14.           Reports by Independent Public Accountants....................................................148
   SECTION 3.15.           Access to Certain Information................................................................148
   SECTION 3.16.           Title to REO Property; REO Accounts..........................................................152
   SECTION 3.17.           Management of REO Property...................................................................154
   SECTION 3.18.           Resolution of Defaulted Mortgage Loans and REO Properties....................................157
   SECTION 3.19.           Additional Obligations of Master Servicer....................................................164
   SECTION 3.20.           Modifications, Waivers, Amendments and Consents..............................................165
   SECTION 3.21.           Transfer of Servicing Between Master Servicer and Special Servicer; Record
                             Keeping....................................................................................171
   SECTION 3.22.           Sub-Servicing Agreements.....................................................................174
   SECTION 3.23.           Representations and Warranties of Master Servicer and Special Servicer.......................177
   SECTION 3.24.           Sub-Servicing Agreement Representation and Warranty..........................................179
   SECTION 3.25.           Designation of Controlling Class Representative..............................................179
   SECTION 3.26.           Application of Default Charges...............................................................181
   SECTION 3.27.           Controlling Class Representative Contact with Servicer.......................................182
   SECTION 3.28.           Certain Matters Regarding the Loan Combinations..............................................184

                                  ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS

   SECTION 4.01.           Distributions................................................................................186
   SECTION 4.02.           Statements to Certificateholders.............................................................197
   SECTION 4.03.           P&I Advances; Reimbursement of P&I Advances and Servicing Advances...........................201
   SECTION 4.04.           Allocation of Realized Losses and Additional Trust Fund Expenses.............................206
   SECTION 4.05.           Calculations.................................................................................208
   SECTION 4.06.           Use of Agents................................................................................208

                                   ARTICLE V

                               THE CERTIFICATES

   SECTION 5.01.           The Certificates.............................................................................209
   SECTION 5.02.           Registration of Transfer and Exchange of Certificates........................................209
   SECTION 5.03.           Book-Entry Certificates......................................................................216
   SECTION 5.04.           Mutilated, Destroyed, Lost or Stolen Certificates............................................217
   SECTION 5.05.           Persons Deemed Owners........................................................................218


<PAGE>


                                  ARTICLE VI

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

   SECTION 6.01.           Liability of Depositor, Master Servicer and Special Servicer.................................219
   SECTION 6.02.           Merger, Consolidation or Conversion of Depositor or Master Servicer or Special
                             Servicer...................................................................................219
   SECTION 6.03.           Limitation on Liability of the Depositor, the Master Servicer, the Special
                             Servicer and Others........................................................................219
   SECTION 6.04.           Resignation of Master Servicer and the Special Servicer......................................222
   SECTION 6.05.           Rights of Depositor and Trustee in Respect of Master Servicer and the Special
                             Servicer...................................................................................223
   SECTION 6.06.           Depositor, Master Servicer and Special Servicer to Cooperate with Trustee....................224
   SECTION 6.07.           Depositor, Special Servicer and Trustee to Cooperate with Master Servicer....................224
   SECTION 6.08.           Depositor, Master Servicer and Trustee to Cooperate with Special Servicer....................224
   SECTION 6.09.           Designation of Special Servicer by the Controlling Class; Termination of
                             Special Servicer With Respect to [Blackacre] Trust Mortgage Loan...........................224
   SECTION 6.10.           Master Servicer or Special Servicer as Owner of a Certificate................................227
   SECTION 6.11.           The Controlling Class Representative.........................................................227
   SECTION 6.12.           Certain Matters with Respect to the [Blackacre] Loan Combination.............................230

                                  ARTICLE VII

                                    DEFAULT

   SECTION 7.01.           Events of Default............................................................................234
   SECTION 7.02.           Trustee to Act; Appointment of Successor.....................................................238
   SECTION 7.03.           Notification to Certificateholders...........................................................240
   SECTION 7.04.           Waiver of Events of Default..................................................................240
   SECTION 7.05.           Additional Remedies of Trustee Upon Event of Default.........................................240

                                 ARTICLE VIII

                  CONCERNING THE TRUSTEE AND THE FISCAL AGENT

   SECTION 8.01.           Duties of Trustee............................................................................241
   SECTION 8.02.           Certain Matters Affecting Trustee............................................................242
   SECTION 8.03.           Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                             Certificates or Mortgage Loans.............................................................243
   SECTION 8.04.           Trustee and Fiscal Agent May Own Certificates................................................244
   SECTION 8.05.           Fees and Expenses of Trustee; Indemnification of Trustee.....................................244
   SECTION 8.06.           Eligibility Requirements for Trustee.........................................................245
   SECTION 8.07.           Resignation and Removal of Trustee...........................................................245
   SECTION 8.08.           Successor Trustee............................................................................246
   SECTION 8.09.           Merger or Consolidation of Trustee...........................................................247


<PAGE>


   SECTION 8.10.           Appointment of Co-Trustee or Separate Trustee................................................247
   SECTION 8.11.           Appointment of Custodians....................................................................248
   SECTION 8.12.           Appointment of Authenticating Agents.........................................................249
   SECTION 8.13.           Access to Certain Information................................................................250
   SECTION 8.14.           Appointment of REMIC Administrators..........................................................250
   SECTION 8.15.           Representations, Warranties and Covenants of Trustee.........................................251
   SECTION 8.16.           Reports to the Commission....................................................................252
   SECTION 8.17.           Maintenance of Mortgage File.................................................................257
   SECTION 8.18.           The Fiscal Agent.............................................................................257
   SECTION 8.19.           Representations and Warranties of Fiscal Agent...............................................258

                                  ARTICLE IX

                                  TERMINATION

   SECTION 9.01.           Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.......................260
   SECTION 9.02.           Additional Termination Requirements..........................................................263
   SECTION 9.03.           Non-Serviced Trust Mortgage Loans............................................................264

                                   ARTICLE X

                           ADDITIONAL TAX PROVISIONS

   SECTION 10.01.          REMIC Administration.........................................................................265
   SECTION 10.02.          Grantor Trust Administration.................................................................268

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

   SECTION 11.01.          Amendment....................................................................................271
   SECTION 11.02.          Recordation of Agreement; Counterparts.......................................................273
   SECTION 11.03.          Limitation on Rights of Certificateholders...................................................273
   SECTION 11.04.          Governing Law................................................................................274
   SECTION 11.05.          Notices......................................................................................274
   SECTION 11.06.          Severability of Provisions...................................................................276
   SECTION 11.07.          Grant of a Security Interest.................................................................276
   SECTION 11.08.          Streit Act...................................................................................276
   SECTION 11.09.          Successors and Assigns; Beneficiaries........................................................276
   SECTION 11.10.          Article and Section Headings.................................................................277
   SECTION 11.11.          Notices to Rating Agencies...................................................................277
   SECTION 11.12.          Complete Agreement...........................................................................278
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
EXHIBITS
Exhibit No.     Exhibit Description
-----------     -------------------

<S>                <C>
       A-1         Form of Class A-1, A-2, A-3A, A-3B, A-SB and A-4 Certificates
       A-2         Form of Class XP Certificate
       A-3         Form of Class XC Certificate
       A-4         Form of Class AM, AJ, B, C and D Certificates
       A-5         Form of Class E, F, G and H Certificates
       A-6         Form of Class J, K, L, M, N, P and Q Certificates
       A-7         Form of Class R-I and R-II Certificates
       A-8         Form of Class Z Certificate
        B          Mortgage Loan Schedule
        C          Form of Custodial Certification
       D-1         Form of Master Servicer Request for Release
       D-2         Form of Special Servicer Request for Release
       E-1         Form of Transferor Certificate for Transfers of Definitive Non-Registered Certificates
                       (Pursuant to Section 5.02(c))
      E-2A         Form I of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
                       (Pursuant to Section 5.02(c))
      E-2B         Form II of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
                       (Pursuant to Section 5.02(c))
      E-2C         Form of Transferee Certificate for Transfers of Interests in Rule 144A Global Certificates
                       (Pursuant to Section 5.02(c))
       F-1         Form I of Transferee Certificate Regarding ERISA Matters
                       (Definitive Non-Registered Certificates) (Pursuant to Section 5.02(c))
       F-2         Form II of Transferee Certificate Regarding ERISA Matters
                       (Book-Entry Non-Registered Certificates) (Pursuant to Section 5.02(c))
       G-1         Form of Transfer Affidavit and Agreement Regarding Residual Certificates
                       (Pursuant to Section 5.02(d)(i)(4))
       G-2         Form of Transferor Certificate for Transfers of Residual Certificates
                       (Pursuant to Section 5.02(d)(i)(4))
       H-1         Form of Notice and Acknowledgment (Regarding Proposed Special Servicer)
       H-2         Form of Acknowledgment of Proposed Special Servicer
       I-1         Form of Information Request from Certificateholder or Certificate Owner
       I-2         Form of Information Request from Prospective Investor
        J          List of Mortgage Loans with Secured Creditor Impaired Property Environmental Insurance Policies
        K          [Form of S&P Defeasance Certification]
        L          Class XP Reference Rate Schedule
       M-1         Form of Purchase Option Notice
       M-2         Form of Purchase Option Assignment by the Special Servicer
       M-3         Form of Purchase Option Assignment by Plurality Subordinate Certificateholder
        N          Form of Distribution Date Statement
        O          Form of Sarbanes-Oxley Certification by the Depositor
       P-1         Form of Certification to be Provided by the Master Servicer to the Depositor
       P-2         Form of Certification to be Provided by the Trustee to the Depositor
       P-3         Form of Certification to be Provided by the Special Servicer to the Depositor
        Q          [RESERVED]
        R          List of Sub-Servicing Agreements In Effect on the Closing Date
        S          Class A-SB Planned Principal Balance
        T          List of Serviced Mortgage Loans Requiring Operations and Maintenance Plans


<PAGE>


Exhibit No.     Exhibit Description
-----------     -------------------

        U          Form of [Other Series] Master Servicer Notice
</TABLE>


<PAGE>


                        POOLING AND SERVICING AGREEMENT

     This Pooling and Servicing Agreement is dated and effective as of
__________ __, _______, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as
Depositor, [NAME OF MASTER SERVICER], as Master Servicer, [NAME OF SPECIAL
SERVICER]., as Special Servicer, [NAME OF TRUSTEE], as Trustee, and [NAME OF
FISCAL AGENT], as Fiscal Agent.

                            PRELIMINARY STATEMENT:

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

     As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of all of the Trust Mortgage Loans (exclusive of the
Excess Servicing Strip and that portion of the interest payments on the Trust
Mortgage Loans that constitutes Additional Interest) and certain other related
assets subject to this Agreement as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as "REMIC I". The Class
R-I Certificates will evidence the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions under federal income tax law. For
federal income tax purposes, each REMIC I Regular Interest will be designated
as a separate "regular interest" in REMIC I for purposes of the REMIC
Provisions under federal income tax law. None of the REMIC I Regular Interests
will be certificated.

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

     The following table sets forth: (i) the class designation of each Class
of Sequential Pay Certificates; (ii) the Original Class Principal Balance for
each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I
Regular Interest or REMIC I Regular Interests (each, a "Corresponding REMIC I
Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the
initial REMIC I Principal Balance of each Corresponding REMIC I Regular
Interest.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                                 <C>
Class A-1                      $      __________    [LA-1-1                             $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-1-2                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-1-3                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-1-4]                             $       _________
----------------------------------------------------------------------------------------------------------------------------



<PAGE>

----------------------------------------------------------------------------------------------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
----------------------------------------------------------------------------------------------------------------------------
Class A-2                      $       _________    [LA-2-1                             $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-2-2                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-2-3                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-2-4                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-2-5                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-2-6                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-2-7]                             $       _________
----------------------------------------------------------------------------------------------------------------------------
Class A-3A                     $       _________    [LA-3A-1                            $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-3A-2]                            $       _________
----------------------------------------------------------------------------------------------------------------------------
Class A-3B                     $       _________    [LA-3B-1                            $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-3B-2                             $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-3B-3]                            $       _________
----------------------------------------------------------------------------------------------------------------------------
Class A-SB                     $       _________    [LA-SB-1                            $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-SB-2                             $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-SB-3]                            $       _________
----------------------------------------------------------------------------------------------------------------------------
Class A-4                      $       _________    [LA-4-1                             $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-4-2                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-4-3                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-4-4                              $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LA-4-5]                             $       _________
----------------------------------------------------------------------------------------------------------------------------
Class AM                       $       _________    LAM                                 $       _________
----------------------------------------------------------------------------------------------------------------------------
Class AJ                       $       _________    LAJ                                 $       _________
----------------------------------------------------------------------------------------------------------------------------


                                     -2-
<PAGE>


----------------------------------------------------------------------------------------------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
----------------------------------------------------------------------------------------------------------------------------
Class B                        $       _________    LB                                  $       _________
----------------------------------------------------------------------------------------------------------------------------
Class C                        $       _________    [LC-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LC-2]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class D                        $       _________    [LD-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LD-2                                $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LD-3                                $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LD-4                                $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LD-5]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class E                        $       _________    [LE-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LE-2                                $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LE-3]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class F                        $       _________    [LF-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LF-2                                $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LF-3]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class G                        $       _________    [LG-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LG-2]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class H                        $       _________    [LH-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LH-2]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class J                        $       _________    [LJ-1                               $       _________
----------------------------------------------------------------------------------------------------------------------------
                                                    LJ-2]                               $       _________
----------------------------------------------------------------------------------------------------------------------------
Class K                        $       _________    LK                                  $       _________
----------------------------------------------------------------------------------------------------------------------------
Class L                        $       _________    LL                                  $       _________
----------------------------------------------------------------------------------------------------------------------------


                                     -3-
<PAGE>


----------------------------------------------------------------------------------------------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
----------------------------------------------------------------------------------------------------------------------------
Class M                        $       _________    LM                                  $       _________
----------------------------------------------------------------------------------------------------------------------------
Class N                        $       _________    LN                                  $       _________
----------------------------------------------------------------------------------------------------------------------------
Class P                        $       _________    LP                                  $       _________
----------------------------------------------------------------------------------------------------------------------------
Class Q                        $       _________    LQ                                  $       _________
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
</TABLE>


     [There exists one Trust Mortgage Loan, the [Blackacre] Trust Mortgage
Loan, that has a Cut-off Date Balance of $_________ and is evidenced by a
Mortgage Note designated as ["Amended and Restated Note A2"], which is part of
a loan group comprised of that Trust Mortgage Loan and several other mortgage
loans, namely the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans, that are all secured by the same Mortgage
encumbering the [Blackacre] Mortgaged Property. The [Blackacre] Pari Passu
Non-Trust Loan, which is pari passu in right of payment and in other respects
with the [Blackacre] Trust Mortgage Loan, has a Cut-off Date Balance of
$_____________ and is evidenced by a Mortgage Note designated as "Amended and
Restated Note A1". The [Blackacre] Pari Passu Non-Trust Mortgage Loan, which
will not be included in the Trust Fund, is, as of the Closing Date, included
in a commercial mortgage securitization (the "[Other Series] Securitization")
involving the issuance of the [Other Securitization Trust 200_], Commercial
Mortgage Pass-Through Certificates, Series 200_. The [Blackacre] Trust
Mortgage Loan, the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans collectively constitute the [Blackacre] Loan
Combination. The relative rights of the holder of the [Blackacre] Trust
Mortgage Loan and the respective holders of the [Blackacre] Non-Trust Loans
are set forth in the [Blackacre] Intercreditor Agreement. As of the Closing
Date, the entire [Blackacre] Loan Combination is being, and will continue to
be, serviced and administered in accordance with the Pooling and Servicing
Agreement, dated as of _____ 1, _______ (the "[Other Series] Pooling and
Servicing Agreement"), between Merrill Lynch Mortgage Investors, Inc., as
depositor, [Name of Master Servicer], as master servicer (in such capacity,
the "[Other Series] Master Servicer") and as special servicer (in such
capacity, the "[Other Series] Special Servicer") and ________________, as
trustee (in such capacity, the "[Other Series] Trustee").

     Accordingly, the [Blackacre] Trust Mortgage Loan, although part of the
Trust Fund, will be serviced and administered in accordance with the [Other
Series] Pooling and Servicing Agreement by the [Other Series] Master Servicer
and the [Other Series] Special Servicer for so long as the [Blackacre] Pari
Passu Non-Trust Loan is part of the trust fund created in connection with the
[Other Series] Securitization.]

     The portion of the Trust Fund consisting of (i) the Additional Interest
and the Additional Interest Account and (ii) amounts held from time to time in
the Collection Account and/or the Additional Interest Account that represent
Additional Interest shall be treated as a grantor trust for federal income tax
purposes, and such grantor trust will be designated as "Grantor Trust Z". In
addition, the portions of the Trust Fund consisting of (i) the Excess
Servicing Strip and (ii) amounts held from time to time in the Collection
Account that represent the Excess Servicing Strip shall be treated as a


                                     -4-
<PAGE>


grantor trust for federal income tax purposes, and such grantor trust will be
designated as "Grantor Trust E". As provided herein, the Trustee shall take
all actions reasonably necessary to ensure that each of the respective
portions of the Trust Fund consisting of Grantor Trust Z and Grantor Trust E,
respectively, maintains its status as a "grantor trust" under federal income
tax law and is not treated as part of REMIC I or REMIC II.

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


                                     -5-
<PAGE>


                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.01.  Defined Terms.

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

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

     "A-Note Trust Mortgage Loan": Each of the Trust Mortgage Loans as to
which the related Mortgage, which encumbers the related Mortgaged Property,
also secures a B-Note Non-Trust Loan, which B-Note Non-Trust Loan will not be
included in the Trust Fund. There are no A-Note Trust Mortgage Loans in the
Trust Fund.

     "A/B Loan Combination": Collectively, each A-Note Trust Mortgage Loan and
the related B-Note Non-Trust Loan.

     "Acceptable Insurance Default": With respect to any Serviced Mortgage
Loan, any default under the related Mortgage Loan documents resulting from:
(i) the exclusion of acts of terrorism from coverage under the related "all
risk" casualty insurance policy maintained on the related Mortgaged Property
and (ii) the related Mortgagor's failure to obtain insurance that specifically
covers acts of terrorism, but, in each case, only if the Special Servicer has
determined, in its reasonable judgment (exercised in accordance with the
Servicing Standard), that (a) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by
prudent owners of similar real properties in similar locales (but only by
reference to such insurance that has been obtained by such owners at current
market rates) or (b) such insurance is not available at any rate. Subject to
the Servicing Standard, in making any of the determinations required in
subclause (a) or (b) of this definition, the Special Servicer shall be
entitled to rely on the opinion of an insurance consultant.

     "Accrued Certificate Interest": With respect to any Class of Sequential
Pay Certificates for any Distribution Date, one month's interest at the
Pass-Through Rate applicable to such Class of Certificates for such
Distribution Date, accrued on the related Class Principal Balance outstanding
immediately prior to such Distribution Date; with respect to the Class XC
Certificates for any Distribution Date, the aggregate of all Accrued Component
Interest with respect to the Class XC Components for such Distribution Date;
and, with respect to the Class XP Certificates for any Distribution Date, the
aggregate of all Accrued Component Interest with respect to the Class XP
Components for such Distribution Date. Accrued Certificate Interest shall be
calculated on a 30/360 Basis and, with respect to any Class of Regular
Certificates for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.

     "Accrued Component Interest": With respect to each Class XC Component and
Class XP Component for any Distribution Date, one month's interest at the
Class XC Strip Rate (in the case of a Class XC Component) or Class XP Strip
Rate (in the case of a Class XP Component), as applicable, with respect to
such Component for such Distribution Date, accrued on the Component Notional


                                     -6-
<PAGE>


Amount of such Component outstanding immediately prior to such Distribution
Date. Accrued Component Interest shall be calculated on a 30/360 Basis and,
with respect to any Class XC Component or Class XP Component for any
Distribution Date, 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 accrual period) in a year assumed to consist of 360 days.

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

     "Additional Exclusions": Exclusions in addition to those in the insurance
policies for the Mortgaged Properties on September 11, 2001.

     "Additional Interest": With respect to any ARD Loan after its Anticipated
Repayment Date, all interest accrued on the principal balance of such ARD Loan
at the Additional Interest Rate (the payment of which interest shall, under
the terms of such Mortgage Loan, be deferred until the entire outstanding
principal balance of such ARD Loan has been paid), together with all interest,
if any, accrued at the related Mortgage Rate plus the related Additional
Interest Rate on such deferred interest. For purposes of this Agreement,
Additional Interest on an ARD Loan or any successor REO Loan with respect
thereto shall be deemed not to constitute principal or any portion thereof and
shall not be added to the unpaid principal balance or Stated Principal Balance
of such ARD Loan or successor REO Loan, notwithstanding that the terms of the
related Mortgage Loan documents so permit. To the extent that any Additional
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

     "Additional Interest Account": The segregated account or accounts (which
may be a sub-account of the Distribution Account) created and maintained by
the Trustee pursuant to Section 3.04(d) which shall be entitled "[Name of
Trustee] as Trustee, in trust for the registered holders of Merrill Lynch
Mortgage Trust 200_-_, Commercial Mortgage Pass-Through Certificates, Series
200_-__, Additional Interest Account". The Additional Interest Account shall
not be an asset of either REMIC I or REMIC II.

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

     "Additional Servicer":  Each servicer (within the meaning of
Item 1101(j) of Regulation AB), other than the Master Servicer and the Special
Servicer, that meets the criteria in Item 1108(a)(2)(i), Item 1108(a)(2)(ii)
and/or Item 1108(a)(iii) of Regulation AB with respect to the Trust Fund.

     "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Principal Recovery Fees and, in accordance with Sections 3.03(d) and
4.03(d), interest payable to the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent on Advances (to the extent not offset by Default
Charges or amounts otherwise payable to any related Non-Trust Noteholder as
provided herein) and amounts payable to the Special Servicer in connection
with inspections of Mortgaged Properties required pursuant to the first
sentence of Section 3.12(a) (and not otherwise paid from Default Charges


                                     -7-
<PAGE>


or amounts otherwise payable to any related Non-Trust Noteholder as provided
herein), as well as (without duplication) any of the expenses of the Trust
Fund that may be withdrawn (x) pursuant to any of clauses (vii)(B), (ix),
(xi), (xii), (xiii), (xv), (xviii) and (xix) of Section 3.05(a) out of
collections on the related Trust Mortgage Loans or REO Properties or out of
general collections on the Trust Mortgage Loans and any REO Properties on
deposit in the Collection Account as indicated in such clauses of Section
3.05(a), (y) pursuant to any of clauses (ix), (xi), (xii), (xiii) and (xvi) of
Section 3.05(e) out of collections on any Loan Combination or any related Loan
Combination REO Property on deposit in the related Loan Combination Custodial
Account as indicated in such clauses of Section 3.05(e) (but only to the
extent that such collections would have otherwise been transferred to the
Collection Account with respect to the related Trust Mortgage Loan or any
successor Trust REO Loan with respect thereto), or (z) pursuant to clause (ii)
or any of clauses (iv) through (vi) of Section 3.05(b) out of general
collections on the Trust Mortgage Loans and any REO Properties on deposit in
the Distribution Account; provided that for purposes of the allocations
contemplated by Section 4.04 no such expense shall be deemed to have been
incurred by the Trust Fund until such time as the payment thereof is actually
made from the Collection Account, the related Loan Combination Custodial
Account or the Distribution Account, as the case may be.

     "Additional Yield and Prepayment Amount": With respect to any
Distribution Date and any Class of Sequential Pay Certificates (other than any
Excluded Class) entitled to distributions of principal pursuant to Section
4.01(a) on such Distribution Date, provided that a Yield Maintenance Charge
and/or Prepayment Premium was actually collected during the related Collection
Period on a Trust Mortgage Loan or a Trust REO Loan (for purposes of this
definition, the "Prepaid Loan"), the product of (a) such Yield Maintenance
Charge and/or Prepayment Premium, net of Workout Fees and Principal Recovery
Fees payable therefrom and net of any portion of such Yield Maintenance
Charges and/or Prepayment Premiums applied pursuant to Section 4.01(j) to
reimburse one or more Classes of Sequential Pay Certificates in respect of
Realized Losses and/or Additional Trust Fund Expenses previously allocated to
such Class(es), multiplied by (b) a fraction, which in no event will be
greater than one, the numerator of which is equal to the positive excess, if
any, of (i) the Pass-Through Rate for the subject Class of Sequential Pay
Certificates over (ii) the related Discount Rate, and the denominator of which
is equal to the positive excess, if any, of (i) the Mortgage Rate for the
Prepaid Loan over (ii) the related Discount Rate, multiplied by (c) a
fraction, the numerator of which is equal to the amount of principal
distributable on the subject Class of Sequential Pay Certificates on such
Distribution Date, pursuant to Section 4.01(a), and the denominator of which
is equal to the Principal Distribution Amount for such Distribution Date.

     "Administered REO Property": Any REO Property other than any [Blackacre]
REO Property.

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

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

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


                                     -8-
<PAGE>


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

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

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

     "Anticipated Repayment Date": For each ARD Loan, the date specified in
the related Mortgage Note after which the rate per annum at which interest
accrues on such ARD Loan will increase as specified in the related Mortgage
Note (other than as a result of a default thereunder).

     "Appraisal": With respect to any Serviced Mortgage Loan, an appraisal of
the related Mortgaged Property from an Independent Appraiser selected by the
Special Servicer or the Master Servicer, as applicable, prepared in accordance
with 12 C.F.R. ss. 225.64 and conducted in accordance with the standards of
the Appraisal Institute by an Independent Appraiser, which Independent
Appraiser shall be advised to take into account the factors specified in
Section 3.09(a), any available environmental, engineering or other third-party
reports, and other factors that a prudent real estate appraiser would
consider. The Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent may conclusively rely on any Appraisal obtained in accordance
with this Agreement and, in the case of the [Blackacre] Trust Mortgage Loan or
any successor Trust REO Loan with respect thereto, any appraisal obtained in
accordance with the [Other Series] Pooling and Servicing Agreement.

     "Appraisal Reduction Amount": With respect to any Required Appraisal
Mortgage Loan, the excess, if any, of: (a) an amount, as calculated by the
Special Servicer in consultation with the Controlling Class Representative
(or, in the case of the [Blackacre] Loan Combination if it is being serviced
hereunder pursuant to Section 3.28, in consultation with the [Blackacre]
Controlling Party), as of the first Determination Date immediately succeeding
the date on which the Special Servicer obtains knowledge of the subject
Mortgage Loan becoming a Required Appraisal Mortgage Loan, if no new Required
Appraisal (or letter update or internal valuation) is required, or otherwise
the date on which a Required Appraisal (or letter update or internal
valuation, if applicable) is obtained, and each anniversary of such
Determination Date thereafter so long as the subject Mortgage Loan (or, if it
is being serviced hereunder pursuant to Section 3.28, the [Blackacre] Loan
Combination) remains a Required Appraisal Mortgage Loan, equal to the sum
(without duplication) of (i) the Stated Principal Balance of such Required
Appraisal Mortgage Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, all unpaid interest accrued on such Required Appraisal Mortgage Loan
through the most recent Due Date prior to such Determination Date at a per
annum rate equal to the related Net Mortgage Rate (exclusive of any portion
thereof that constitutes Additional Interest), (iii) all accrued but unpaid
(from related collections) Master Servicing Fees and Special Servicing Fees
with respect to such Required Appraisal Mortgage Loan and, without
duplication, all accrued or otherwise incurred but unpaid (from related
collections) Additional Trust Fund Expenses with respect to such Required
Appraisal Mortgage Loan, (iv) all related unreimbursed Advances made by or on
behalf of the Master Servicer, the Special Servicer, the Trustee


                                     -9-
<PAGE>


or the Fiscal Agent with respect to such Required Appraisal Mortgage Loan,
together with (A) interest on those Advances and (B) any related Unliquidated
Advances, (v) all currently due and unpaid real estate taxes and unfunded
improvement reserves and assessments, insurance premiums and, if applicable,
ground rents with respect to the related Mortgaged Property and (vi) if it is
being serviced hereunder pursuant to Section 3.28, in the case of the
[Blackacre] Loan Combination, to the extent known to the Master Servicer, any
and all interest accrued on delinquency advances comparable to P&I Advances
made in respect of the [Blackacre] Pari Passu Non-Trust Loan (or any successor
REO Loan with respect thereto) that is payable under any [Blackacre] Pari
Passu Non-Trust Loan Securitization Agreement; over (b) an amount equal to the
sum of (i) the Required Appraisal Value and (ii) all escrows, reserves and
letters of credit held as additional collateral held with respect to such
Required Appraisal Mortgage Loan. If the Special Servicer fails to obtain a
Required Appraisal (or letter update or internal valuation, if applicable)
within the time limit described in Section 3.09(a), and such Required
Appraisal (or letter update or internal valuation, if applicable) is required
thereunder, then the Appraisal Reduction Amount for the related Required
Appraisal Mortgage Loan will equal 25% of the Stated Principal Balance of such
Required Appraisal Mortgage Loan, to be adjusted upon receipt of a Required
Appraisal or letter update or internal valuation, if applicable.

     Notwithstanding the foregoing, any "Appraisal Reduction Amount" (as
defined under the [Other Series] Pooling and Servicing Agreement) with respect
to any [Blackacre] Loan Combination shall be calculated, and allocated among
the respective Mortgage Loans comprising such Loan Combination, by the [Other
Series] Applicable Servicer pursuant to the [Other Series] Pooling and
Servicing Agreement; and the parties hereto shall be entitled to rely on such
calculations and the allocations to the [Blackacre] Trust Mortgage Loan or any
successor Trust REO Loan with respect thereto, as reported to them by the
[Other Series] Applicable Servicer.

     Notwithstanding anything herein to the contrary, if the [Blackacre] Loan
Combination is being serviced hereunder pursuant to Section 3.28, the
[Blackacre] Loan Combination shall be treated as a single Required Appraisal
Mortgage Loan for purposes of calculating an Appraisal Reduction Amount. Any
Appraisal Reduction Amount with respect to the [Blackacre] Loan Combination
shall be allocated first to the [Blackacre] Subordinate Non-Trust Loans, in
reverse order of seniority (i.e., commencing with the most junior [Blackacre]
Subordinate Non-Trust Loan), in each case up to the outstanding principal
balance thereof, and then to the [Blackacre] Trust Mortgage Loan and the
[Blackacre] Pari Passu Non-Trust Loan, on a pro rata (based on their
respective outstanding principal balances) and pari passu basis.

     "Appraised Value": With respect to each Serviced Mortgaged Property and
Administered REO Property, the appraised value thereof based upon the most
recent Appraisal (or letter update or internal valuation, if applicable) that
is contained in the related Servicing File upon which the Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent may conclusively rely;
provided, that the term "Appraised Value" shall include any value determined
by the [Other Series] Applicable Servicer with respect to the [Blackacre]
Trust Mortgage Loan (upon which the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent may conclusively rely).

     "ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date,
such Mortgage Loan will accrue Additional Interest at the rate specified in
the related Mortgage Note and the Mortgagor is required to


                                     -10-
<PAGE>


apply excess monthly cash flow generated by the related Mortgaged Property to
the repayment of the outstanding principal balance on such Mortgage Loan.

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

     "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the origination of the related
Mortgage Loan.

     "Assumed Periodic 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 such Stated Maturity Date) and for any related Due Date thereafter as
of which such Mortgage Loan remains outstanding and part of the Trust Fund
(or, in the case of a Non-Trust Loan for any Due Date, as of which such
Mortgage Loan remains outstanding and the related Trust Mortgage Loan remains
part of the Trust Fund), the Periodic Payment of principal and/or interest
deemed to be due in respect thereof on such Due Date equal to the Periodic
Payment that would have been due in respect of such Mortgage Loan on such Due
Date if the related Mortgagor had been required to continue to pay principal
in accordance with the amortization schedule, if any, and to accrue interest
at the Mortgage Rate, in effect immediately prior to, and without regard to
the occurrence of, its Stated Maturity Date. With respect to any REO Loan, for
any related Due Date as of which the related REO Property (or, in the case of
any Trust REO Loan that is a successor to the [Blackacre] Trust Mortgage Loan,
any interest in the related REO Property) remains part of the Trust Fund, the
Periodic Payment of principal and/or interest deemed to be due in respect
thereof on such Due Date equal to the Periodic Payment that would have been
due in respect of the predecessor Mortgage Loan on such Due Date had it
remained outstanding (or, if the predecessor Mortgage Loan was a Balloon Loan
and such Due Date coincides with or follows what had been its Stated Maturity
Date, equal to the Assumed Periodic Payment that would have been deemed due in
respect of the predecessor Mortgage Loan on such Due Date had it remained
outstanding).

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

     "Available Distribution Amount": With respect to any Distribution Date,
an amount equal to (a) the sum of, without duplication, (i) the aggregate of
the amounts on deposit in the Collection Account and the Distribution Account
as of the close of business on the related Determination Date and the amounts
collected by or on behalf of the Master Servicer as of the close of business
on such Determination Date and required to be deposited in the Collection
Account[, which amounts shall, in the case of the initial Distribution Date,
include the Closing Date Deposit], (ii) the aggregate amount of any P&I
Advances made by the Master Servicer, the Trustee or the Fiscal Agent for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03, (iii) the aggregate amount transferred from the Pool REO Account (if
established) and/or any Loan Combination Custodial Account to the Collection
Account after the Determination Date in the month of such Distribution Date,
but on or prior to the P&I Advance Date in such month, pursuant to Section
3.16(c) and/or Section 3.05(e), as applicable, (iv) the aggregate amount
deposited by the Master Servicer in the Collection Account for such
Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
Interest Shortfalls and Casualty/Condemnation Interest Shortfalls, and (v) for
each Distribution Date occurring in March, the aggregate of the Interest
Reserve Amounts in respect of each Interest Reserve Loan deposited into the


                                     -11-
<PAGE>


Distribution Account pursuant to Section 3.05(c), net of (b) the portion of
the amount described in clause (a) of this definition that represents one or
more of the following: (i) collected Periodic Payments that are due on a Due
Date following the end of the related Collection Period, (ii) any amounts
payable or reimbursable to any Person from (A) the Collection Account pursuant
to clauses (ii)-(xvi), (xviii), (xix) and (xxi) of Section 3.05(a) or (B) the
Distribution Account pursuant to clauses (ii)-(vi) and (ix) of Section
3.05(b), (iii) Prepayment Premiums and Yield Maintenance Charges, (iv)
Additional Interest, (v) with respect to the Distribution Date occurring in
February of each year and in January of each year that is not a leap year, the
Interest Reserve Amounts with respect to the Interest Reserve Loans to be
withdrawn from the Distribution Account and deposited in the Interest Reserve
Account in respect of such Distribution Date and held for future distribution
pursuant to Section 3.04(c) and (vi) any amounts deposited in the Collection
Account or the Distribution Account in error.

     "B-Note Non-Trust Loan": With respect to each A-Note Trust Mortgage Loan,
the other Mortgage Loan that (i) is not included in the Trust Fund, (ii) is
subordinate in right of payment to such A-Note Trust Mortgage Loan to the
extent set forth in the related Loan Combination Intercreditor Agreement and
(iii) is secured by the same Mortgage on the same Mortgaged Property as such
A-Note Trust Mortgage Loan. For purposes of this Agreement, there shall be no
B-Note Non-Trust Loans.

     "B-Noteholder": Each holder of (i) the Mortgage Note for a B-Note
Non-Trust Loan and (ii) the corresponding rights under the related Loan
Combination Intercreditor Agreement.

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

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

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

     "[Blackacre] Controlling Party": The "Controlling Holder" within the
meaning of the [Blackacre] Intercreditor Agreement, which prior to the
occurrence of a [Blackacre] Control Appraisal Event (that is not the subject
of a successful application of [Blackacre] Control Retention Collateral) with
respect to each [Blackacre] Subordinate Non-Trust Loan, shall be the
[Blackacre] Controlling Subordinate Noteholder, and, following the occurrence
of a [Blackacre] Control Appraisal Event (that is not the subject of a
successful application of [Blackacre] Retention Collateral) with respect to
each [Blackacre] Subordinate Non-Trust Loan, shall be the holder of the
[Blackacre] Pari Passu Trust Mortgage Loan or, if such Mortgage Loan is no
longer an asset of the trust fund for the [Other Series] Securitization and is
being serviced hereunder pursuant to Section 3.28, shall be the Controlling
Class Representative as the designee of the Trustee.

     "[Blackacre] Controlling Subordinate Noteholder": As of any date of
determination, the holder of the most junior [Blackacre] Subordinate Non-Trust
Loan, if any, as to which a [Blackacre] Control Appraisal Event has not
occurred and is continuing.

     "[Blackacre] Control Appraisal Event": A "Control Appraisal Event" within
the meaning of the [Blackacre] Intercreditor Agreement.


                                     -12-
<PAGE>


     "[Blackacre] Control Retention Collateral": Any "Control Retention
Collateral" within the meaning of the [Blackacre] Intercreditor Agreement.

     "[Blackacre] Early Remittance Date": The seventh day of each calendar
month, or if the seventh day is not a Business Day, the next succeeding
Business Day, commencing in _________ _______.

     "[Blackacre] Intercreditor Agreement": The Agreement Among Noteholders,
dated ____ __, _______, between the Trust Fund as holder of the [Blackacre]
Trust Mortgage Loan and the related Non-Trust Noteholders.

     "[Blackacre] Loan Combination": Collectively, the [Blackacre] Trust
Mortgage Loan, the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans. The term "[Blackacre] Loan Combination" shall
include any successor REO Loans with respect to the [Blackacre] Trust Mortgage
Loan, the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans.

     "[Blackacre] Mortgaged Property": The Mortgaged Property identified on
the Mortgage Loan Schedule as The [Blackacre].

     "[Blackacre] Non-Trust Loan" Any [Blackacre] Subordinate Non-Trust Loan
or the [Blackacre] Pari Passu Non-Trust Loan, as the case may be.

     "[Blackacre] Pari Passu Non-Trust Loan": The Mortgage Loan in the
original principal amount of $200,000,000, that is secured by the same
Mortgage encumbering the [Blackacre] Mortgaged Property as the [Blackacre]
Trust Mortgage Loan and pari passu in right of payment and other respects to
the [Blackacre] Trust Mortgage Loan.

     "[Blackacre] Pari Passu Non-Trust Loan Related MBS": Any securities
evidencing an interest in, or secured by, the [Blackacre] Pari Passu Non-Trust
Loan or any successor REO Loan with respect thereto.

     "[Blackacre] Pari Passu Noteholder": The holder of the [Blackacre] Pari
Passu Non-Trust Loan.

     "[Blackacre] Pari Passu Non-Trust Loan Securitization Agreement": Any
agreement governing the securitization of the [Blackacre] Pari Passu Non-Trust
Loan or any successor REO Loan with respect thereto. The [Other Series]
Pooling and Servicing Agreement is the initial [Blackacre] Pari Passu
Non-Trust Loan Securitization Agreement.

     "[Blackacre] REO Property": With respect to the [Blackacre] Loan
Combination, the related Loan Combination REO Property.

     "[Blackacre] Specially Designated Servicing Actions": The matters in
respect of which the [Blackacre] Controlling Party is entitled to advise the
Special Servicer, as set forth in Sections 20(b), (c), (d), (e) and (f) of the
[Blackacre] Intercreditor Agreement.

     "[Blackacre] Special Servicer": As defined in Sections 6.09 and 7.01(c).


                                     -13-
<PAGE>


     "[Blackacre] Subordinate Non-Trust Loan": Each of the Mortgage Loans,
other than the [Blackacre] Trust Mortgage Loan and the [Blackacre] Pari Passu
Non-Trust Loan, that are secured by the same Mortgage encumbering the
[Blackacre] Mortgaged Property as the [Blackacre] Trust Mortgage Loan and the
[Blackacre] Pari Passu Non-Trust Loan, and that are subordinate in right of
payment to the [Blackacre] Trust Mortgage Loan. The [Blackacre] Subordinate
Non-Trust Loans shall not be part of the Mortgage Pool and will not be
considered Trust Mortgage Loans.

     "[Blackacre] Subordinate Noteholder": Any holder of any [Blackacre]
Subordinate Non-Trust Loan.

     "[Blackacre] Triggering Event": A "Purchase Trigger" within the meaning
of the [Blackacre] Intercreditor Agreement.

     "[Blackacre] Trust Mortgage Loan": The Mortgage Loan secured by the
[Blackacre] Mortgaged Property and included in the Trust Fund.

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

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

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

     "Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York or the city in which the Corporate
Trust Office of the Trustee (which as of the Closing Date is __________), or
the offices of the Master Servicer (which as of the Closing Date is
____________), or the offices of the Special Servicer (which as of the Closing
Date is __________), are located, are authorized or obligated by law or
executive order to remain closed.

     "Casualty/Condemnation Interest Shortfall": With respect to any Serviced
Trust Mortgage Loan as to which a Casualty/Condemnation Principal Prepayment
was received during any Collection Period and was applied to such Mortgage
Loan as an unscheduled payment of principal prior to such Mortgage Loan's Due
Date in such Collection Period, the amount of interest, to the extent not
collected from the related Mortgagor, that would have accrued (at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage
Loan and (y) the Trustee Fee Rate) on the amount of such Casualty/Condemnation
Principal Prepayment during the period commencing on the date as of which such
Casualty/Condemnation Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive (net of
any portion thereof that would have constituted Penalty Interest and
Additional Interest, if applicable).

     "Casualty/Condemnation Principal Prepayment": With respect to any
Serviced Trust Mortgage Loan, any amounts constituting Insurance Proceeds or
amounts received in connection with the taking of all or a part of a Mortgaged
Property by the exercise of the power of eminent domain or condemnation, that
are applied as an unscheduled principal prepayment in accordance with the
provisions of this Pooling and Servicing Agreement, in reduction of the
principal balance of such Mortgage Loan.


                                     -14-
<PAGE>


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

     "Certificate": Any one of the Merrill Lynch Mortgage Trust 200_-_,
Commercial Mortgage Pass-Through Certificates, Series 200_-__, as executed by
the Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

     "Certificate Factor": With respect to any Class of 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 current Class
Principal Balance, Class XC Notional Amount or Class XP Notional Amount, as
applicable, of such Class of Regular Certificates and the denominator of which
is the Original Class Principal Balance or Original Notional Amount, as the
case may be, of such Class of Regular Certificates.

     "Certificate Notional Amount": With respect to any Class XC or Class XP
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 XC or Class XP Notional
Amount, as applicable.

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

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

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

     "Certificateholder": The Person in whose name a Certificate is registered
in the Certificate Register, except that (i) neither a Disqualified
Organization nor a Disqualified Non-United States Tax Person shall be Holder
of a Residual Certificate for any purpose hereof and, (ii) solely for the
purposes of giving any consent, approval or waiver pursuant to this Agreement
that relates to any of the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in its
respective capacity as such (except with respect to amendments or waivers
referred to in Sections 7.04 and 11.01 hereof and any consent, approval or
waiver required or permitted to be made by the Plurality Subordinate
Certificateholder or the Controlling Class Representative and any election,
removal or replacement of the Special Servicer or the Controlling Class
Representative pursuant to Section 6.09), any Certificate registered in the
name of the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, or any
Certificate registered in the name of any of their respective Affiliates,
shall be deemed not to be outstanding, and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver that relates to it has been obtained. The Certificate Registrar shall
be entitled to request and conclusively rely upon a certificate of the
Depositor, the Master Servicer or the Special Servicer in


                                     -15-
<PAGE>


determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall
be required to recognize as a "Holder" or "Certificateholder" only the Person
in whose name a Certificate is registered in the Certificate Register.

     "Certification Parties": As defined in Section 8.16(b).

     "Certifying Person": As defined in Section 8.16(b).

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

     "Class A Senior Certificates": The Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-SB and Class A-4 Certificates.

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

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

     "Class A-3A Certificate": Any one of the Certificates with a "Class A-3A"
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-3B Certificate": Any one of the Certificates with a "Class A-3B"
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-4 Certificate": Any one of the Certificates with a "Class A-4"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II for purposes
of the REMIC Provisions.

     "Class A-SB Certificate": Any one of the Certificates with a "Class A-SB"
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-SB Planned Principal Balance": With respect to any Distribution
Date, the targeted Class Principal Balance of the Class A-SB Certificates for
such date set forth on Exhibit S attached hereto.

     "Class AJ Certificate": Any one of the Certificates with a "Class AJ"
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.


                                     -16-
<PAGE>


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

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

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

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

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

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

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

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


                                     -17-
<PAGE>


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

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

     "Class Principal Balance": The aggregate principal balance of any Class
of Sequential Pay Certificates outstanding from time to time. As of the
Closing Date, the Class Principal Balance of each Class of Sequential Pay
Certificates shall equal the Original Class Principal Balance thereof. On each
Distribution Date, the Class Principal Balance of each Class of Sequential Pay
Certificates shall be reduced by the amount of any distributions of principal
made thereon on such Distribution Date pursuant to Section 4.01 or 9.01, as
applicable, and shall be further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses allocated thereto on such Distribution Date
pursuant to Section 4.04(a). The respective Class Principal Balances of any
Classes of Sequential Pay Certificates to which there has been allocated
unreimbursed Realized Losses and Additional Trust Fund Expenses shall be
increased, in sequential order beginning with the most senior affected Class
of Sequential Pay Certificates, by the amount of any recoveries of
Nonrecoverable Advances and/or interest thereon which were reimbursed and/or
paid in a prior Collection Period from the principal portion of general
collections on the Mortgage Pool and which are included in the Principal
Distribution Amount for the current Distribution Date; provided that the Class
Principal Balance of any such Class of Sequential Pay Certificates shall in no
event be increased by more than the amount of unreimbursed Realized Losses and
Additional Trust Fund Expenses previously allocated thereto (which
unreimbursed Realized Losses and Additional Trust Fund Expenses shall be
reduced by the amount of the increase in such Class Principal Balance); and
provided, further, that the aggregate increase in the Class Principal Balances
of the respective Classes of Sequential Pay Certificates on any Distribution
Date shall not exceed the excess, if any, of (i) the aggregate Stated
Principal Balance of, and all Unliquidated Advances with respect to, the
Mortgage Pool that will be outstanding immediately following such Distribution
Date, over (ii) the aggregate of the Class Principal Balances of the
respective Classes of Sequential Pay Certificates outstanding immediately
following the distributions to be made on such Distribution Date, but prior to
any such increase in any of those Class Principal Balances. Distributions in
respect of a reimbursement of Realized Losses and Additional Trust Fund
Expenses previously allocated to a Class of Sequential Pay Certificates shall
not constitute distributions of principal and shall not result in reduction of
the related Class Principal Balance.

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

     "Class R-I Certificate": Any one of the Certificates with a "Class R-I"
designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions.

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


                                     -18-
<PAGE>


     "Class X Certificates": The Class XC and Class XP Certificates.

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

     "Class XC Components": Each of the Components identified in the table in
the definition of "Component" as being a Class XC Component.

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

     "Class XC Strip Rate": With respect to any Class XC Component that does
not have a Corresponding Class XP Component, for any Distribution Date, a rate
per annum equal to (i) the Weighted Average Net Mortgage Pass-Through Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates; and in the case of any Class XC Component that has a
Corresponding Class XP Component, for any Distribution Date, a rate per annum
equal to (i) for any Distribution Date occurring on or before the Class XP
Termination Date for such Corresponding Class XP Component, (x) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date minus (y)
the sum of the Pass-Through Rate for the Corresponding Certificates for such
Distribution Date and the Class XP Strip Rate for such Corresponding Class XP
Component for such Distribution Date, and (ii) for any Distribution Date
occurring after the Class XP Termination Date for such Corresponding Class XP
Component, a rate per annum equal to (x) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date, minus (y) the Pass-Through Rate
for the Corresponding Certificates. In no event, however, shall any Class XC
Strip Rate be less than zero.

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

     "Class XP Components": Each of the Components identified in the table in
the definition of "Component" as being a Class XP Component.

     "Class XP Notional Amount":

          (i) With respect to any Distribution Date on or prior to the
     Distribution Date in _____________, the sum of (a) the lesser of
     $_________ and the Class Principal Balance of the Class A-1 Certificates
     outstanding from time to time, and (b) the Class Principal Balance of the
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___, Class ___, Class ___ and Class ___ Certificates outstanding
     from time to time;

          (ii) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;


                                     -19-
<PAGE>


          (iii) the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (iv) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (v) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (vi) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (vii) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (viii) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (ix) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;


                                     -20-
<PAGE>


          (x) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (xi) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (xii) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (xiii) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (xiv) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (xv) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class ___,
     Class ___ and Class ___ Certificates outstanding from time to time;

          (xvi) With respect to any Distribution Date after the Distribution
     Date in _______ through and including the Distribution Date in
     ____________, the sum of (a) the lesser of $_________ and the Class
     Principal Balance of the Class A-1 Certificates outstanding from time to
     time, and (b) the Class Principal Balance of the Class ___, Class ___,
     Class ___, Class ___, Class ___, Class ___, Class ___, Class ___, Class
     ___, Class ___, Class ___, Class ___, Class ___,


                                     -21-
<PAGE>


     Class ___, Class ___, Class ___ and Class ___ Certificates outstanding
     from time to time; and

          (xvii) With respect to any Distribution Date after the Distribution
     Date in __________, $0.

     "Class XP Reference Rate": For any Distribution Date, the rate per annum
corresponding to such Distribution Date on Exhibit L.

     "Class XP Strip Rate": With respect to any Class XP Component for any
Distribution Date, a rate per annum equal to (1) for any Distribution Date
occurring on or before the Class XP Termination Date for such Class XP
Component, the excess, if any, of (x) the lesser of (i) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date and (ii) the Class
XP Reference Rate for such Distribution Date, over (y) the Pass-Through Rate
in effect for such Distribution Date for the Corresponding Certificates
(provided that in no event shall any Class XP Strip Rate be less than zero),
and (2) for any Distribution Date occurring after the Class XP Termination
Date for such Class XP Component, 0% per annum.

     "Class XP Termination Date": With respect to each Class XP Component, the
Distribution Date that occurs in the month and year specified in the table in
the definition of "Component".

     "Class Z Certificate": Any one of the Certificates with a "Class Z"
designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a proportionate interest in Grantor Trust Z.

     "Closing Date": _______.

     ["Closing Date Deposit": With respect to [Mortgage Loan Seller name], a
cash amount to be deposited by such Mortgage Loan Seller, as applicable,
pursuant to the related Mortgage Loan Purchase Agreement, in respect of each
Trust Mortgage Loan (that is one of the Trust Mortgage Loans identified as
loan numbers __, __ and __ on the Mortgage Loan Schedule) sold by such
Mortgage Loan Seller to the Depositor that does not have its first Scheduled
Payment due until _________, which cash amount represents the aggregate amount
of interest that would have accrued during the entire month of ______ at the
related Net Mortgage Rate on the Cut-off Date Balance of that Trust Mortgage
Loan. The Closing Date Deposit for each of the Trust Mortgage Loans identified
in the preceding sentence is $_______, $________ and $__________,
respectively.]

     ["Closing Date Deposit Mortgage Loan": Any Trust Mortgage Loan in respect
of which a Closing Date Deposit is required to be made by the related Mortgage
Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement.]

     "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose


                                     -22-
<PAGE>


principal purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage-backed
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 Controlling Class Representative.

     "CMSA Advance Recovery Report": A 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 recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

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

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

     "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 and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage-backed securities
transactions generally.

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

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

     "CMSA Historical Liquidation Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such


                                     -23-
<PAGE>


information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage-backed securities
transactions generally.

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

     "CMSA Loan Level Reserve/LOC Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Level Reserve Report" 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.

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

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

     "CMSA NOI Adjustment Worksheet": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and 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, net cash flow 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.

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


                                     -24-
<PAGE>


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

     "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 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.

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

     "CMSA Special Servicer Loan File": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Special Servicer Loan File" 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.

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

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

     "Collection Account": One or more segregated accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled: "[Name
of Master Servicer], as Master Servicer for [Name of Trustee], as Trustee, on
behalf of and in trust for the registered holders of Merrill Lynch Mortgage
Trust 200_-_, Commercial Mortgage Pass-Through Certificates, Series 200_-__".

     "Collection Period": Individually and collectively, as the context may
require: with respect to any Distribution Date and each Mortgage Loan and any
successor REO Loan, the period commencing on the day immediately following the
related Determination Date for such Mortgage Loan for the preceding
Distribution Date (or, in the case of the initial Distribution Date,
commencing immediately following the Cut-off Date) and ending on and including
the related Determination Date for such Mortgage Loan for the subject
Distribution Date. For the purposes of this Agreement, with respect to any
Distribution Date, the Collection Period that corresponds to that Distribution
Date (including, for example, but without limitation, references to "the
related Collection Period") shall mean the Collection Periods (determined in
accordance with the preceding sentence) ending in the month in which such
Distribution Date occurs that are applicable to the MLML Trust Mortgage Loans,
the [Mortgage Loan Seller #2] Trust Mortgage Loans, the [Mortgage Loan Seller
#3] Trust Mortgage Loans or the [Mortgage Loan Seller #4] Trust Mortgage
Loans, as applicable.


                                     -25-
<PAGE>


     "Commission":  The Securities and Exchange Commission.

     "Component": Any of the ___ components of the Class XC Certificates (the
"Class XC Components") and the ___ components of the Class XP Certificates
(the "Class XP Components") listed in the following table. The following table
also sets forth the month and year in which the Class XP Termination Date for
each Class XP Component occurs and the Corresponding Certificates for each
Component.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                                  Class Designation of
       Class XC        Class XP              Class XP                Corresponding
      Component        Component          Termination Date           Certificates
--------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                      <C>
[XC-A-1-1              [N/A                N/A                      [A-1
--------------------------------------------------------------------------------------------
XC-A-1-2               XP-A-1-2                                     A-1
--------------------------------------------------------------------------------------------
XC-A-1-3               XP-A-1-3                                     A-1
--------------------------------------------------------------------------------------------
XC-A-1-4               XP-A-1-4                                     A-1
--------------------------------------------------------------------------------------------
XC-A-2-1               XP-A-2-1                                     A-2
--------------------------------------------------------------------------------------------
XC-A-2-2               XP-A-2-2                                     A-2
--------------------------------------------------------------------------------------------
XC-A-2-3               XP-A-2-3                                     A-2
--------------------------------------------------------------------------------------------
XC-A-2-4               XP-A-2-4                                     A-2
--------------------------------------------------------------------------------------------
XC-A-2-5               XP-A-2-5                                     A-2
--------------------------------------------------------------------------------------------
XC-A-2-6               XP-A-2-6                                     A-2
--------------------------------------------------------------------------------------------
XC-A-2-7               XP-A-2-7                                     A-2
--------------------------------------------------------------------------------------------
XC-A-3A-1              XP-A-3A-1                                    A-3
--------------------------------------------------------------------------------------------
XC-A-3A-2              XP-A-3A-2                                    A-3
--------------------------------------------------------------------------------------------
XC-A-3B-1              XP-A-3B-1                                    A-3
--------------------------------------------------------------------------------------------
XC-A-3B-2              XP-A-3B-2                                    A-3
--------------------------------------------------------------------------------------------
XC-A-3B-3              XP-A-3B-3                                    A-3
--------------------------------------------------------------------------------------------
XC-A-SB-1              XP-A-SB-1                                    A-SB
--------------------------------------------------------------------------------------------
XC-A-SB-2              XP-A-SB-2                                    A-SB
--------------------------------------------------------------------------------------------
XC-A-SB-3              XP-A-SB-3                                    A-SB
--------------------------------------------------------------------------------------------
XC-A-4-1               XP-A-4-1                                     A-4
--------------------------------------------------------------------------------------------
XC-A-4-2               XP-A-4-2                                     A-4
--------------------------------------------------------------------------------------------
XC-A-4-3               XP-A-4-3                                     A-4
--------------------------------------------------------------------------------------------
XC-A-4-4               XP-A-4-4                                     A-4
--------------------------------------------------------------------------------------------
XC-A-4-5               XP-A-4-5                                     A-4
--------------------------------------------------------------------------------------------
XC-AM                  XP-AM                                        AM
--------------------------------------------------------------------------------------------
XC-AJ                  XP-AJ                                        AJ
--------------------------------------------------------------------------------------------
XC-B                   XP-B                                         B
--------------------------------------------------------------------------------------------
XC-C-1                 XP-C-1                                       C
--------------------------------------------------------------------------------------------
XC-C-2                 XP-C-2                                       C
--------------------------------------------------------------------------------------------
XC-D-1                 XP-D-1                                       D
--------------------------------------------------------------------------------------------
XC-D-2                 XP-D-2                                       D
--------------------------------------------------------------------------------------------
XC-D-3                 XP-D-3                                       D
--------------------------------------------------------------------------------------------
XC-D-4                 XP-D-4                                       D
--------------------------------------------------------------------------------------------
XC-D-5                 XP-D-5                                       D
--------------------------------------------------------------------------------------------


                                     -26-
<PAGE>


--------------------------------------------------------------------------------------------
                                                                  Class Designation of
       Class XC        Class XP              Class XP                Corresponding
      Component        Component          Termination Date           Certificates
--------------------------------------------------------------------------------------------
XC-E-1                 XP-E-1                                       E
--------------------------------------------------------------------------------------------
XC-E-2                 XP-E-2                                       E
--------------------------------------------------------------------------------------------
XC-E-3                 XP-E-3                                       E
--------------------------------------------------------------------------------------------
XC-F-1                 XP-F-1                                       F
--------------------------------------------------------------------------------------------
XC-F-2                 XP-F-2                                       F
--------------------------------------------------------------------------------------------
XC-F-3                 XP-F-3                                       F
--------------------------------------------------------------------------------------------
XC-G-1                 XP-G-1                                       G
--------------------------------------------------------------------------------------------
XC-G-2                 XP-G-2                                       G
--------------------------------------------------------------------------------------------
XC-H-1                 XP-H-1                                       H
--------------------------------------------------------------------------------------------
XC-H-2                 XP-H-2                                       H
--------------------------------------------------------------------------------------------
XC-J-1                 XP-J-1                                       J
--------------------------------------------------------------------------------------------
XC-J-2                 XP-J-2                                       J
--------------------------------------------------------------------------------------------
XC-K                   XP-K                                         K
--------------------------------------------------------------------------------------------
XC-L                   XP-L                                         L
--------------------------------------------------------------------------------------------
XC-M                   N/A                 N/A                      M
--------------------------------------------------------------------------------------------
XC-N                   N/A                 N/A                      N
--------------------------------------------------------------------------------------------
XC-P                   N/A                 N/A                      P
--------------------------------------------------------------------------------------------
XC-Q] N/A] N/A Q]
--------------------------------------------------------------------------------------------
</TABLE>

     "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.

     "Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates (based on the payment
priorities set forth in Section 4.01(a)) that has a Class Principal Balance
that is greater than 25% of the Original Class Principal Balance thereof
(without considering any Appraisal Reduction Amounts); provided, however, that
if no Class of Sequential Pay Certificates has a Class Principal Balance that
satisfies such requirement, then the Controlling Class shall be the most
subordinate outstanding Class of Sequential Pay Certificates (based on the
payment priorities set forth in Section 4.01(a)) with a Class Principal
Balance greater than zero. With respect to determining and exercising the
rights of the Controlling Class, the Class A Senior Certificates shall
collectively be deemed a single Class of Certificates.

     "Controlling Class Representative": As defined in Section 3.25.

     "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located at _____________________________,
Attention:_____________________________.

     "Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be a Specially Serviced
Mortgage Loan in accordance with the definition of "Specially Serviced
Mortgage Loan". Unless it is serviced hereunder pursuant to


                                     -27-
<PAGE>


Section 3.28, the [Blackacre] Trust Mortgage Loan shall not constitute a
Corrected Mortgage Loan under this Agreement.

     "Corresponding Certificates": With respect to any REMIC I Regular
Interest, the Class of Sequential Pay Certificates for which such REMIC I
Regular Interest is the Corresponding REMIC I Regular Interest or one of the
Corresponding REMIC I Regular Interests. With respect to any Component, the
Class of Sequential Pay Certificates designated as the "Corresponding
Certificates" for such Component in the definition of "Component".

     "Corresponding Class XP Component": With respect to any Class XC
Component, the Class XP Component (if any) that, with the replacement of "XP-"
with "XC-" at the beginning of its designation, has the same alphanumeric
designation as such Class XC Component.

     "Corresponding REMIC I Regular Interest": As defined in the Preliminary
Statement with respect to any Class of Sequential Pay Certificates. With
respect to any Component, the REMIC I Regular Interest that, with the
replacement of "L" with "XC" or "XP", as applicable, at the beginning of its
designation, has the same alphabetic or alphanumeric designation as such
Component.

     "Crossed Loan": As defined in Section 2.03(a). The Mortgage Loans
comprising a Loan Combination shall not be deemed to be Crossed Loans for
purposes of this Agreement.

     "Crossed Loan Group": As defined in Section 2.03(a).

     "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate of
the Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or if such custodian has been so appointed, but the Trustee shall
have terminated such appointment, then the Trustee shall be the Custodian.

     "Cut-off Date": Individually and collectively, as the context may
require: ____ _______.

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

     "DBRS": Dominion Bond Rating Service, Inc. or its successor in interest.
If neither such Rating Agency nor any successor remains in existence, "DBRS"
shall be deemed to refer to such other nationally recognized statistical
rating organization or other comparable Person designated by the Depositor,
notice of which designation shall be given to the Trustee, the Master Servicer
and the Special Servicer and the Fiscal Agent, and specific ratings of DBRS
herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated.

     "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as of
any date of determination, the ratio of (x) the annualized Net Operating
Income (before payment of any debt service on such Mortgage Loan generated by
the related Mortgaged Property during the most recently ended period of not
less than six months and not more than twelve months for which financial
statements, if available (whether or not audited) have been received by or on
behalf of the related Mortgage Loan


                                     -28-
<PAGE>


Seller (prior to the Closing Date or, in the case of a Qualified Substitute
Mortgage Loan, prior to the relevant date of determination) or the Master
Servicer or the Special Servicer or, in the case of the [Blackacre] Trust
Mortgage Loan, the [Other Series] Applicable Servicer (following the Closing
Date), to (y) twelve times the amount of the Periodic Payment in effect for
such Mortgage Loan as of such date of determination or, in the case of the
[Blackacre] Trust Mortgage Loan (if it is serviced hereunder pursuant to
Section 3.28), twelve times the amount of the aggregate Periodic Payment in
effect for the [Blackacre] Trust Mortgage Loan and the [Blackacre] Pari Passu
Non-Trust Loan as of such date of determination.

     "Default Charges": Penalty 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.

     "Defaulted Mortgage Loan": A Serviced Mortgage Loan: (i) that is (A)
delinquent 60 days or more in respect of a Periodic Payment (not including the
Balloon Payment) or (B) delinquent one day in respect of its Balloon Payment
or, if the Master Servicer receives, prior to the Due Date of such Balloon
Payment, written evidence from an institutional lender of such lender's
binding commitment to refinance such Mortgage Loan, for such longer period
beyond the Due Date ending on the earlier of (1) 60 days after the Due Date of
such Balloon Payment and (2) the expiration of the refinancing commitment, in
either case such delinquency to be determined (except as otherwise provided
above) 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 (ii) as to which the Special
Servicer has, by written notice to the related Mortgagor, accelerated the
maturity of the indebtedness evidenced by the related Mortgage Note.

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

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

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

     "Deficient Valuation": With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than (i) in the case of a Trust Mortgage Loan other than the [Blackacre] Trust
Mortgage Loan, the then outstanding principal balance of such Mortgage Loan,
and (ii) in the case of the [Blackacre] Trust Mortgage Loan, the
then-aggregate outstanding principal balance of such Mortgage Loan and the
[Blackacre] Pari Passu Non-Trust Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code. With respect to any Mortgage
Loan in the [Blackacre] Loan Combination other than the [Blackacre] Trust
Mortgage Loan, if the [Blackacre] Loan Combination is being serviced hereunder
pursuant to Section 3.28, a valuation by a court of competent jurisdiction of
the Mortgaged Property in an amount less than the then-aggregate outstanding
principal balance of such Mortgage Loan and all other Mortgage Loans in such
Loan Combination that are senior to, or pari passu with, such Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

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


                                     -29-
<PAGE>


     "Definitive Non-Registered Certificate": Any Definitive Certificate that
is a Non-Registered Certificate.

     "Depositor": Merrill Lynch Mortgage Investors, Inc. or its successor in
interest.

     "Depository": The Depository Trust Company, or any successor depository
hereafter named as contemplated by Section 5.03(c). The nominee of the initial
Depository for purposes of registering those Certificates that are to be
Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended.

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

     "Determination Date": For any Distribution Date, (i) with respect to each
Mortgage Loan that has a Due Date on or prior to the fourth Business Day prior
to such Distribution Date, the fourth Business Day prior to such Distribution
Date, (ii) with respect to the [Blackacre] Trust Mortgage Loan, the
[Blackacre] Early Remittance Date and (iii) with respect to each other
Mortgage Loan, the Due Date for such Mortgage Loan in the month in which such
Distribution Date occurs. For the purposes of this Agreement, with respect to
any Distribution Date, the "Determination Date" that corresponds to that
Distribution Date (including, for example, but without limitation, references
to "the related Determination Date") shall mean the Determination Dates
(determined in accordance with the preceding sentence) occurring in the same
month as such Distribution Date that are applicable to the Mortgage Pool.

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

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

     "Discount Rate": With respect to any prepaid Trust Mortgage Loan or Trust
REO Loan for purposes of allocating any Prepayment Premium or Yield
Maintenance Charge received thereon or with respect thereto among the
respective Classes of the Sequential Pay Certificates (other than any Excluded
Class thereof), an amount equal to the discount rate stated in the Mortgage
Loan documents related to such Trust Mortgage Loan or Trust REO Loan used in
calculating the related Prepayment Premium or Yield Maintenance Charge;
provided that, if a discount rate is not stated thereon, the "Discount Rate"
will be an amount equal to the yield (when compounded monthly) on the U.S.
Treasury issue (primary issue) with a maturity date closest to the maturity
date or Anticipated Repayment Date, as applicable, for such prepaid Trust
Mortgage Loan or Trust REO Loan. In the event there are two or


                                     -30-
<PAGE>


more such U.S. Treasury issues (a) with the same coupon, the issue with the
lowest yield shall apply, and (b) with maturity dates equally close to the
maturity date or Anticipated Repayment Date, as applicable, for the prepaid
Trust Mortgage Loan or Trust REO Loan, the issue with the earliest maturity
date shall apply.

     "Disqualified Non-United States Tax Person": With respect to any Residual
Certificate, any Non-United States Tax Person or agent thereof other than: (1)
a Non-United States Tax Person that (a) holds such Residual Certificate and,
for purposes of Treasury regulations Section 1.860G-3(a)(3), is subject to tax
under Section 882 of the Code, (b) certifies that it understands that, for
purposes of Treasury regulations Section 1.860E-1(c)(4)(ii), as a holder of
such Residual Certificate for United States federal income tax purposes, it
may incur tax liabilities in excess of any cash flows generated by such
Residual Certificate and intends to pay taxes associated with holding such
Residual Certificate, and (c) has furnished the Transferor and the Trustee
with an effective IRS Form W-8ECI or successor form and has agreed to update
such form as required under the applicable Treasury regulations; or (2) a
Non-United States Tax Person that has delivered to the Transferor, the Trustee
and the Certificate Registrar an opinion of nationally recognized tax counsel
to the effect that (x) the Transfer of such Residual Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and (y) such Transfer of such Residual Certificate will not be
disregarded for United States federal income tax purposes.

     "Disqualified Organization": (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any organization (other than certain farmers' cooperatives described in
Section 521 of the Code) that is exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iii) rural electric and telephone cooperatives
described in Section 1381 of the Code and (iv) any other Person so designated
by the Trustee or 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 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.

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

     "Distributable Certificate Interest": With respect to any Class of
Regular Certificates for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (other than with respect to the Class X Certificates) (to not less
than zero) by the product of (a) any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date, multiplied by (b) a fraction, expressed
as a decimal, the numerator of which is the Accrued Certificate Interest in
respect of such Class of Certificates for such Distribution Date, and the
denominator of which is the aggregate Accrued Certificate Interest in respect
of all the Classes of Sequential Pay Certificates for such Distribution Date;
provided that, if the aggregate Class Principal Balance of the Sequential Pay
Certificates is reduced as a result of a Realized Loss caused by a diversion
of principal collections on the Mortgage Pool to reimburse Nonrecoverable
Advances and/or pay interest thereon as contemplated by


                                     -31-
<PAGE>


Section 1.02, and if there is a subsequent recovery of such amounts that
results in the reinstatement of the Class Principal Balance of any one or more
Classes of Sequential Pay Certificates as provided in the definition of "Class
Principal Balance", then the amount of Distributable Certificate Interest with
respect to each Class of Regular Certificates for the next succeeding
Distribution Date shall be increased by the amount of any and all additional
Distributable Certificate Interest that would have been payable with respect
to the subject Class of Regular Certificates if such diversion of principal
and the corresponding allocation of a Realized Loss (up to the amount of the
reinstated balances) had not occurred.

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

     "Distribution Date": During any given month, the __ day of such month, or
if the __ day is not a Business Day, the next succeeding Business Day,
commencing in ________, _______.

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

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

     "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Stated Maturity Date, the day of the month set forth in the related Mortgage
Note on which each Periodic 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 Periodic
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 Periodic 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, and (a) with respect
to deposits held for 30 days or more in such account, the long-term deposit or
unsecured debt obligations of which are rated at least ["AA" by DBRS (if then
rated by DBRS and, if not so rated, then the equivalent rating by two other
nationally recognized statistical rating organizations, which may include any
two of Fitch, Moody's and S&P)][, "AA" by Fitch][, "Aa3" by Moody's (if then
rated by Moody's)] [and AA" by S&P (or "A " provided the short-term unsecured
debt obligations are rated at least "A-1" by S&P)] (or, with respect to any
such Rating Agency, such lower rating as will not result in an Adverse Rating
Event, as evidenced in writing by the applicable Rating Agency), at any time
such funds are on deposit therein, or (b) with respect to deposits held for
less than 30 days in such account, the short-term deposits of which are rated
at least ["R-1" by DBRS (if then rated by DBRS and, if not so rated, then the
equivalent rating by two other nationally recognized statistical rating
organizations, which may include any two of Fitch, Moody's and S&P)][, "F-1"
by Fitch][, "P-1" by Moody's (if then rated by Moody's)][and "A-1" by S&P]
(or, with respect to any such Rating Agency, such lower rating as will not
result in an Adverse Rating Event) as evidenced in writing by the applicable
Rating Agency at any time such funds are on deposit therein, (ii) a segregated
trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity,
which, in the case of a state chartered depository institution or trust
company, is subject to regulations regarding fiduciary funds on deposit
therein substantially similar to 12 C.F.R. ss. 9.10(b), having in either case
a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authority, or (iii) any


                                     -32-
<PAGE>


other account the use of which would not, in and of itself, cause an Adverse
Rating Event, as confirmed in writing by each Rating Agency.

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

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

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

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

     "Excess Servicing Strip": With respect to each Mortgage Loan and REO
Loan, that portion of the Master Servicing Fee for such Mortgage Loan or REO
Loan that represents interest accrued at the related Excess Servicing Strip
Rate.

     "Excess Servicing Strip Rate": With respect to each Mortgage Loan and REO
Loan, the excess of (x) the Master Servicing Fee Rate for such Mortgage Loan
or REO Loan over (y) the sum of (i) ___% (__ basis point(s) per annum and (ii)
with respect to any Mortgage Loan or REO Loan that is a Serviced Mortgage Loan
or Serviced REO Loan that is not primary serviced by [Name of Master
Servicer], the primary servicing fee rate, if any, for such Mortgage Loan or
REO Loan; provided that the Excess Servicing Strip Rate with respect to each
Mortgage Loan and REO Loan shall be subject to reduction by the Trustee
pursuant to Section 3.11(a).

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

     "Exchange Act Report": Any report required to be filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.

     "Excluded Class": Any Class of Sequential Pay Certificates [other than
the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class
AM, Class AJ, Class B, Class C, Class D, Class E, Class F, Class G and Class
H] Certificates.

     "Exemption": Either of Department of Labor Prohibited Transaction
Exemption ("PTE") 90-29 or PTE ________________ (as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41), as each may be amended from time to time, or any
successor thereto, all as issued by the U.S. Department of Labor.

     "Exemption-Favored Party": Any of (i) MLPF&S or _____________, (ii) any
Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with MLPF&S or
_________________, and (iii) any member of any underwriting syndicate


                                     -33-
<PAGE>


or selling group of which any Person described in clauses (i) or (ii) is a
manager or co-manager with respect to a Class of Investment Grade
Certificates.

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

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

     "Final Recovery Determination": A determination by the Special Servicer
with respect to any Specially Serviced Mortgage Loan, Corrected Mortgage Loan
or Administered REO Property (other than a Mortgage Loan or REO Property, as
the case may be, that was purchased or replaced by any of the Mortgage Loan
Sellers pursuant to the applicable Mortgage Loan Purchase Agreement, or that
was purchased by the Plurality Subordinate Certificateholder or the Special
Servicer or any assignee of the foregoing pursuant to Section 3.18, by the
related B-Noteholder (in the case of an A-Note Trust Mortgage Loan) or by a
[Blackacre] Subordinate Noteholder (in the case of the [Blackacre] Trust
Mortgage Loan) pursuant to the [Blackacre] Intercreditor Agreement or by the
Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder pursuant to Section 9.01) that there has been a recovery of
all Insurance Proceeds, Liquidation Proceeds, REO Revenues and other payments
or recoveries that the Special Servicer has determined, in accordance with the
Servicing Standard, will be ultimately recoverable (without regard to any
[Blackacre] Control Retention Collateral); provided that the term "Final
Recovery Determination" shall include any comparable determination made by the
[Other Series] Special Servicer pursuant to the [Other Series] Pooling and
Servicing Agreement with respect to the [Blackacre] Trust Mortgage Loan or any
related [Blackacre] REO Property.

     "Fiscal Agent": [Name of Fiscal Agent], its successor in interest, or any
successor fiscal agent appointed as herein provided.

     "Fitch": Fitch, Inc. or its successor in interest. If neither such Rating
Agency nor any successor remains in existence, "Fitch" shall be deemed to
refer to such other nationally recognized statistical rating organization or
other comparable Person designated by the Depositor, notice of which
designation shall be given to the Trustee, the Master Servicer, the Special
Servicer and the Fiscal Agent, and specific ratings of Fitch herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.

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

     "Form 8-K": Form 8-K under the Exchange Act and/or any successor or
equivalent form(s) adopted by the Commission.

     "Form 8-K Current Report": A current report on Form 8-K.

     "Form 10-D": Form 10-D under the Exchange Act and/or any
successor or equivalent form(s) adopted by the Commission.

     "Form 10-D Distribution Report": A distribution report on Form
10-D.

     "Form 10-K": Form 10-K under the Exchange Act and/or any successor or
equivalent form(s) adopted by the Commission.


                                     -34-
<PAGE>


     "Form 10-K Annual Report": An annual report on Form 10-K.

     "Gain-on-Sale Proceeds": With respect to any Trust Mortgage Loan or Trust
REO Loan, the excess, if any, of (i) any and all Liquidation Proceeds
collected with respect to such Mortgage Loan or the related REO Property, as
the case may be, net of any related liquidation expenses, P&I Advances,
Servicing Advances, Principal Recovery Fees, interest on Advances, Master
Servicing Fees, Special Servicing Fees and Additional Trust Fund Expenses, and
if applicable, further net of any portion of such Liquidation Proceeds payable
to the related Non-Trust Noteholder(s) (if any) and, in the case of the
[Blackacre] Trust Mortgage Loan or any related [Blackacre] REO Property, to
the [Other Series] Applicable Servicer, over (ii) the Purchase Price for such
Trust Mortgage Loan or Trust REO Loan, as the case may be, on the date on
which such Liquidation Proceeds were received.

     "Gain-on-Sale Reserve Account": A segregated custodial account (which may
be a sub-account of the Distribution Account) created and maintained by the
Trustee pursuant to Section 3.04(f) in trust for the Certificateholders, which
shall be entitled "[Name of Trustee], as Trustee, in trust for the registered
holders of Merrill Lynch Mortgage Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series 200_-__, Gain-on-Sale Reserve Account".

     "Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, the related Rule 144A Global Certificate.

     "Grantor Trust E": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which consist of the Excess
Servicing Strip with respect to the Mortgage Loans and any successor REO Loans
and amounts held from time to time in the Collection Account that represent
the Excess Servicing Strip.

     "Grantor Trust E Assets": The segregated pool of assets of Grantor Trust
E.

     "Grantor Trust Provisions": Subpart E of Subchapter J of the Code.

     "Grantor Trust Z": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which consist of any Additional
Interest with respect to the Trust ARD Loans and any successor Trust REO Loans
after their respective Anticipated Repayment Dates and amounts held from time
to time in the Collection Account and/or the Additional Interest Account that
represent Additional Interest.

     "Grantor Trust Z Assets": The segregated pool of assets of Grantor Trust
Z.

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

     "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local
environmental related laws and regulations now existing or hereafter enacted,
and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls ("PCBs"), radon gas,
petroleum and petroleum products and urea formaldehyde.


                                     -35-
<PAGE>


     "Holder": A Certificateholder.

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

     "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Trustee, the Fiscal Agent and any and all Affiliates
thereof (and, with respect to any Loan Combination, any of the related
Non-Trust Noteholder(s) and any and all Affiliates thereof), (ii) does not
have any direct financial interest in or any material indirect financial
interest in any of the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the Controlling Class Representative, the
Trustee, the Fiscal Agent or any Affiliate thereof (or, with respect to any
Loan Combination, any of the related Non-Trust Noteholder(s) or any Affiliate
thereof), and (iii) is not connected with the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Controlling Class Representative, the
Special Servicer, the Trustee, the Fiscal Agent or any Affiliate thereof (or,
with respect to any Loan Combination, any of the related Non-Trust
Noteholder(s) or any Affiliate thereof) as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent
of the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Controlling Class Representative, the Special Servicer, the Trustee, the
Fiscal Agent or any Affiliate thereof (or, with respect to any Loan
Combination, any of the related Non-Trust Noteholder(s) 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, any Mortgage Loan Seller, the
Master Servicer, the Special Servicer, the Controlling Class Representative,
the Trustee, the Fiscal Agent or any Affiliate thereof (or, with respect to
any Loan Combination, any of the related Non-Trust Noteholder(s) or any
Affiliate thereof), as the case may be.

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

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


                                     -36-
<PAGE>


qualify as Rents from Real Property, due to such Person's failure to be
treated as an Independent Contractor.

     "Initial Purchaser": Each of MLPF&S and _____________.

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

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

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

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

     "Interest Accrual Period": With respect to any Distribution Date, the
calendar month immediately preceding the calendar month in which such
Distribution Date occurs.

     "Interest Reserve Account": The segregated account (which may be a
sub-account of the Distribution Account) created and maintained by the Trustee
pursuant to Section 3.04(c) in trust for Certificateholders, which shall be
entitled "[Name of Trustee], as Trustee, on behalf of and in trust for the
registered holders of Merrill Lynch Mortgage Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series 200_-__".

     "Interest Reserve Amount": With respect to each Interest Reserve Loan and
each Distribution Date that occurs in February of each year subsequent to
_______ and in January of each year subsequent to _______ that is not a leap
year, an amount equal to one day's interest at the related Net Mortgage Rate
on the related Stated Principal Balance as of the Due Date in the month in
which such Distribution Date occurs (but prior to the application of any
amounts owed on such Due Date), to the extent a Periodic Payment or P&I
Advance is made in respect thereof for such Due Date as of the related P&I
Advance Date, in the case of a Periodic Payment, or as of the related
Distribution Date, in the case of a P&I Advance.

     "Interest Reserve Loan": Each Trust Mortgage Loan that is an Actual/360
Mortgage Loan and each Trust REO Loan that relates to an Actual/360 Mortgage
Loan.

     "Interested Person": The Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Independent Contractor hired by the
Special Servicer, any related Non-Trust Noteholder, any Holder of a
Certificate or any Affiliate of any such Person.

     "Internet Website": Either the Internet website maintained by the Trustee
(located at "www.etrustee.net" or such other address as provided to the
parties hereto from time to time) or the Internet website maintained by the
Master Servicer, as the case may be.


                                     -37-
<PAGE>


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

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

     "Investment Period": With respect to any Distribution Date and (i) each
of the Collection Account, any Servicing Account, any Reserve Account, any REO
Account and any Loan Combination Custodial Account, the related Collection
Period and (ii) each of the Distribution Account, the Interest Reserve
Account, the Additional Interest Account and the Gain-on-Sale Reserve Account,
the related Trustee Investment Period.

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

     "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made with respect to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased or replaced by a Mortgage Loan Seller pursuant to
the applicable Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is
purchased by the Plurality Subordinate Certificateholder, the Special Servicer
or any assignee thereof pursuant to Section 3.18 or by the Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder pursuant
to Section 9.01; (v) in the case of an A-Note Trust Mortgage Loan or the
[Blackacre] Trust Mortgage Loan, such Mortgage Loan is purchased by the
related B-Noteholder (in the case of an A-Note Trust Mortgage Loan) or by a
[Blackacre] Subordinate Noteholder (in the case of the [Blackacre] Trust
Mortgage Loan) pursuant to the related Loan Combination Intercreditor
Agreement; (vi) such Mortgage Loan is purchased by a mezzanine lender pursuant
to the related mezzanine intercreditor agreement; or (vii) such Mortgage Loan
is removed from the Trust by the Sole Certificate Owner in connection with an
exchange of all of the outstanding Certificates owned by the Sole Certificate
Owner for all of the Trust Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to Section 9.01. With respect to any REO Property (and
the related REO Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property; (ii) such REO
Property is purchased or replaced by a Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement; (iii) such REO Property is
purchased by the Master Servicer, the Special Servicer or the Plurality
Subordinate Certificateholder pursuant to Section 9.01; or (iv) such REO
Property is removed from the Trust Fund by the Sole Certificate Owner in
connection with an exchange of all of the outstanding Certificates owned by
the Sole Certificate Owner for all of the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund pursuant to Section 9.01.


                                     -38-
<PAGE>


     "Liquidation Proceeds": All cash amounts (other than Insurance Proceeds
and REO Revenues) received by the Master Servicer or the Special Servicer in
connection with: (i) the taking of all or a part of a Mortgaged Property or
REO Property by exercise of the power of eminent domain or condemnation,
subject, however, to the rights of any tenants and ground lessors, as the case
may be, and the rights of the Mortgagor under the terms of the related
Mortgage; (ii) the liquidation of a Mortgaged Property or other collateral
constituting security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion
thereof required to be released to the related Mortgagor in accordance with
applicable law and the terms and conditions of the related Mortgage Note and
Mortgage; (iii) the realization upon any deficiency judgment obtained against
a Mortgagor; (iv) the purchase of a Serviced Trust Defaulted Mortgage Loan by
the Plurality Subordinate Certificateholder, the Special Servicer or any
assignee thereof pursuant to Section 3.18; (v) the repurchase or substitution
of a Trust Mortgage Loan or REO Property by a Mortgage Loan Seller, pursuant
to the applicable Mortgage Loan Purchase Agreement; (vi) the purchase of a
Trust Mortgage Loan or REO Property by the Master Servicer, the Special
Servicer, or the Plurality Subordinate Certificateholder pursuant to Section
9.01; (vii) the purchase of an A-Note Trust Mortgage Loan by the related
B-Noteholder or the purchase of the [Blackacre] Trust Mortgage Loan by a
[Blackacre] Subordinate Noteholder, in each case pursuant to the related Loan
Combination Intercreditor Agreement; (viii) the purchase of a Mortgage Loan by
a mezzanine lender pursuant to the related mezzanine intercreditor agreement;
(ix) the removal of a Mortgage Loan or REO Property from the Trust Fund by the
Sole Certificate Owner in connection with an exchange of all of the
outstanding Certificates owned by the Sole Certificate Owner for all of the
Trust Mortgage Loans and each REO Property remaining in the Trust Fund
pursuant to Section 9.01; or (x) except for purposes of Section 3.11, any
[Blackacre] Control Retention Collateral received from the [Other Series]
Special Servicer to cover losses and expenses with respect to the [Blackacre]
Trust Mortgage Loan or, if the [Blackacre] Loan Combination is serviced
hereunder pursuant to Section 3.28, any [Blackacre] Control Retention
Collateral transferred to the related Loan Combination Custodial Account,
subject to and in accordance with the terms of Section 6.12(e), to cover
losses and expenses with respect to the [Blackacre] Loan Combination.

     "Loan Combination": Any A/B Loan Combination or the [Blackacre] Loan
Combination, as the case may be. The term "Loan Combination" shall include any
successor REO Loans with respect to the applicable Mortgage Loans comprising
such Loan Combination. For purposes of this Agreement, the only Loan
Combination is the [Blackacre] Loan Combination, which is comprised of
Mortgage Loans that are not Serviced Mortgage Loans.

     "Loan Combination Custodial Account": With respect to any Loan
Combination, the separate account (which may be a sub-account of the
Collection Account) created and maintained by the Master Servicer pursuant to
Section 3.04(h) and held on behalf of the Certificateholders and the related
Non-Trust Noteholder, which shall be entitled substantially as follows: "[Name
of Master Servicer], as Master Servicer for [Name of Trustee], as Trustee, on
behalf of and in trust for the registered holders of Merrill Lynch Mortgage
Trust 200_-_, Commercial Mortgage Pass-Through Certificates, Series 200_-__,
and [name of the related Non-Trust Noteholder(s)], as their interests may
appear". Any such account shall be an Eligible Account.

     "Loan Combination Intercreditor Agreement": With respect to each Loan
Combination, each intercreditor agreement (including the [Blackacre]
Intercreditor Agreement) in effect between (i) the Trust Fund as holder of the
related Trust Mortgage Loan and (ii) the Non-Trust Noteholder(s).


                                     -39-
<PAGE>


     "Loan Combination Mortgaged Property": The Mortgaged Property securing a
Loan Combination.

     "Loan Combination REO Account": With respect to each Loan Combination, a
segregated account or accounts created and maintained by the Special Servicer
pursuant to Section 3.16 on behalf of the Trustee, in trust for the
Certificateholders, and the related Non-Trust Noteholder, which shall be
entitled "[Name of Master Servicer], as Special Servicer for [Name of
Trustee], as Trustee in trust for registered holders of Merrill Lynch Mortgage
Trust 200_-_, Commercial Mortgage Pass-Through Certificates, Series 200_-__,
and [name of the related Non-Trust Noteholder(s)], as their interests may
appear".

     "Loan Combination REO Property": With respect to each Loan Combination,
the related Mortgaged Property if such Mortgaged Property is acquired on
behalf and in the name of the Trust Fund, for the benefit of the
Certificateholders, and the related Non-Trust Noteholder, as their interests
may appear, 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 such Loan Combination.

     "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any date
of determination, a fraction, expressed as a percentage, the numerator of
which is (i) the then current principal amount of such Mortgage Loan, or (ii)
in the case of the [Blackacre] Trust Mortgage Loan, the then aggregate current
principal amount of the [Blackacre] Trust Mortgage Loan and the [Blackacre]
Pari Passu Non-Trust Loan, in each case as adjusted in accordance with the
considerations specified in Section 3.08(a)(i), and the denominator of which
is the Appraised Value of the related Mortgaged Property.

     "Master Servicer": [Name of Master Servicer], its successor in interest,
or any successor master servicer appointed as herein provided.

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

     "Master Servicing Fee Rate": With respect to each Trust Mortgage Loan,
the per annum rate equal to the sum of the rates set forth under the columns
"Master Servicing Fee Rate", "Primary Servicing Fee Rate" and "Sub-Servicer
Fee Rate" on the Mortgage Loan Schedule, and with respect to each Non-Trust
Loan, or any successor REO Loan with respect thereto, the per annum rate at
which any related Master Servicing Fee is permitted to be calculated under the
related Loan Combination Intercreditor Agreement. Notwithstanding the
foregoing, for purposes of determining the amount of servicing compensation
actually payable to the Master Servicer in respect of the [Blackacre] Trust
Mortgage Loan pursuant to Section 3.11(a), only the rate (___%) set forth
under the column "Master Servicing Fee Rate" shall be taken into account.

     "Merrill Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of _______, _______, between the Depositor and
MLMLI and relating to the transfer of the Merrill Trust Mortgage Loans to the
Depositor.

     "Merrill Trust Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor pursuant to the Merrill Mortgage
Loan Purchase Agreement.


                                     -40-
<PAGE>


     "MLMLI": Merrill Lynch Mortgage Lending, Inc. or its successor in
interest.

     "MLPF&S": Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware
corporation, or its successor in interest.

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

     "Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or similar instrument that secures the Mortgage
Note and creates a lien on the fee or leasehold interest in the related
Mortgaged Property.

     "Mortgage File":

     (a) With respect to any Serviced Trust Mortgage Loan and, in the case of
any Serviced Trust Mortgage Loan that is part of a Loan Combination, also with
respect to the related Non-Trust Loan(s), collectively the following documents
(which, in the case of a Loan Combination, except for the Mortgage Notes
referred to in clause (i) of this definition and any modifications thereof
referred to in clause (vi) of this definition, relate to the entire Loan
Combination):

          (i) (A) the original executed Mortgage Note for such Serviced Trust
     Mortgage Loan, including any power of attorney related to the execution
     thereof (or a lost note affidavit and indemnity with a copy of such
     Mortgage Note attached thereto), together with any and all intervening
     endorsements thereon, endorsed on its face or by allonge attached thereto
     (without recourse, representation or warranty, express or implied) to the
     order of [Name of Trustee], as trustee for the registered holders of
     Merrill Lynch Mortgage Trust 200_-_, Commercial Mortgage Pass-Through
     Certificates, Series 200_-__, or in blank, and (B) in the case of a Loan
     Combination, a copy of the executed Mortgage Note for each related
     Non-Trust Loan;

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

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

          (iv) an original executed assignment, in recordable form (except for
     completion of the assignee's name, if the assignment is delivered in
     blank, and any missing recording information) or a certified copy of that
     assignment as sent for recording, of (A) the Mortgage, (B) any related
     Assignment of Leases (if such item is a document separate from the
     Mortgage) and (C) any other


                                     -41-
<PAGE>


     recorded document relating to such Serviced Trust Mortgage Loan otherwise
     included in the Mortgage File, in favor of [Name of Trustee], as trustee
     for the registered holders of Merrill Lynch Mortgage Trust 200_-_,
     Commercial Mortgage Pass-Through Certificates, Series 200_-__ (or, in the
     case of a Loan Combination, in favor of [Name of Trustee], as trustee for
     the registered holders of Merrill Lynch Mortgage Trust 200_-_, Commercial
     Mortgage Pass-Through Certificates, Series 200_-__, and in its capacity
     as lead lender on behalf of the holder of the related Non-Trust Loan(s)),
     or in blank;

          (v) an original assignment of all unrecorded documents relating to
     the subject Trust Mortgage Loan (to the extent not already assigned
     pursuant to clause (iv) above), in favor of [Name of Trustee], as trustee
     for the registered holders of Merrill Lynch Mortgage Trust 200_-_,
     Commercial Mortgage Pass-Through Certificates, Series 200_-__ (or, in the
     case of a Loan Combination, in favor of [Name of Trustee], as trustee for
     the registered holders of Merrill Lynch Mortgage Trust 200_-_, Commercial
     Mortgage Pass-Through Certificates, Series 200_-__, and in its capacity
     as lead lender on behalf of the holder of the related Non-Trust Loan(s)),
     or in blank;

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

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

          (viii) any filed copies or other evidence of filing of any prior UCC
     Financing Statements in favor of the originator of such Serviced Trust
     Mortgage Loan or in favor of any assignee prior to the Trustee (but only
     to the extent the Mortgage Loan Seller had possession of such UCC
     Financing Statements prior to the Closing Date) and, if there is an
     effective UCC Financing Statement in favor of the Mortgage Loan Seller on
     record with the applicable public office for UCC Financing Statements, a
     UCC Financing Statement assignment, in form suitable for filing in favor
     of [Name of Trustee], as trustee for the registered holders of Merrill
     Lynch Mortgage Trust 200_-_, Commercial Mortgage Pass-Through
     Certificates, Series 200_-__, as assignee (or, in the case of a Loan
     Combination, in favor of [Name of Trustee], as trustee for the registered
     holders of Merrill Lynch Mortgage Trust 200_-_, Commercial Mortgage
     Pass-Through Certificates, Series 200_-__, and in its capacity as lead
     lender on behalf of the holder of the related Non-Trust Loan(s)), or in
     blank;

          (ix) an original or a copy of any Ground Lease, guaranty or ground
     lessor estoppel;

          (x) any intercreditor agreement relating to permitted debt of the
     Mortgagor (including, in the case of a Trust Mortgage Loan that is part
     of a Loan Combination, any related Loan Combination Intercreditor
     Agreement) and any intercreditor agreement relating to mezzanine debt
     related to the Mortgagor;


                                     -42-
<PAGE>


          (xi) an original or a copy of any loan agreement, any escrow or
     reserve agreement, any security agreement, any management agreement, any
     agreed upon procedures letter, any lockbox or cash management agreements,
     any environmental reports or any letter of credit (which letter of credit
     shall not be delivered in original form to the Trustee but rather to the
     Master Servicer), in each case relating to such Serviced Trust Mortgage
     Loan; and

          (xii) with respect to a Serviced Trust Mortgage Loan secured by a
     hospitality property, a signed copy of any franchise agreement and/or
     franchisor comfort letter;

     (b) with respect to the [Blackacre] Trust Mortgage Loan, the following
documents collectively:

          (i) the original executed Mortgage Note for such Trust Mortgage Loan
     including any power of attorney related to the execution thereof (or a
     lost note affidavit and indemnity with a copy of such Mortgage Note
     attached thereto), together with any and all intervening endorsements
     thereon, endorsed on its face or by allonge attached thereto (without
     recourse, representation or warranty, express or implied) to the order of
     [Name of Trustee], as trustee for the registered holders of Merrill Lynch
     Mortgage Trust 200_-_, Commercial Mortgage Pass-Through Certificates,
     Series 200_-__, or in blank;

          (ii) an executed copy of the [Blackacre] Intercreditor Agreement;
     and

          (iii) an executed copy of the [Other Series] Pooling and Servicing
     Agreement;

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in
clause (a)(vi) of this definition, shall be deemed to include only such
documents to the extent the Trustee or Custodian has actual knowledge of their
existence.

     "Mortgage Loan": Any Trust Mortgage Loan or any Non-Trust Loan. As used
herein, the term "Mortgage Loan" includes the related Mortgage Note, Mortgage
and other security documents contained in the related Mortgage File or
otherwise held on behalf of the Trust and/or any Non-Trust Noteholder, as
applicable.

     "Mortgage Loan Purchase Agreement": Any of the Merrill Mortgage Loan
Purchase Agreement, the [Mortgage Loan Seller #2] Mortgage Loan Purchase
Agreement, the [Mortgage Loan Seller #3] Mortgage Loan Purchase Agreement and
the [Mortgage Loan Seller #4] Mortgage Loan Purchase Agreement.

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

     (i)  the loan identification number (as specified in Annex A-1 to the
          Prospectus);


                                     -43-
<PAGE>


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

   (iii)  the Cut-off Date Balance;

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

     (v)  the Net Mortgage Rate as of the Cut-off Date and the original
          Mortgage Rate;

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

   (vii)  the original and remaining amortization term;

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

    (ix)  the Master Servicing Fee Rate;

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

    (xi)  the related Mortgage Loan Seller and, if different, the related
          originator;

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

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

   (xiv)  whether such Trust Mortgage Loan is a Defeasance Loan;

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

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

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

 (xviii)  the number of days of any grace period permitted in respect of
          any Periodic Payment due under such Trust Mortgage Loan;

   (xix)  the property type of the related Mortgaged Property as reported in
          the rent roll;

    (xx)  the original principal balance of such Trust Mortgage Loan;

   (xxi)  the interest accrual basis of such Trust Mortgage Loan; and

  (xxii)  the primary servicing fee rate, if any, for such Trust Mortgage
          Loan.


                                     -44-
<PAGE>


     "Mortgage Loan Seller": Any of MLMI, [Mortgage Loan Seller #2], [Mortgage
Loan Seller #3] or [Mortgage Loan Seller #4].

     "[Mortgage Loan Seller #2]": _________________________ or its successor
in interest.

     "[Mortgage Loan Seller #3]": _________________________ or its successor
in interest.

     "[Mortgage Loan Seller #4]": _________________________ or its successor
in interest.

     "[Mortgage Loan Seller #2] Mortgage Loan Purchase Agreement": That
certain mortgage loan purchase agreement, dated as of _______, _______,
between the Depositor and Mortgage Loan Seller #2] and relating to the
transfer of the [Mortgage Loan Seller #2] Trust Mortgage Loans to the
Depositor.

     "[Mortgage Loan Seller #3] Mortgage Loan Purchase Agreement": That
certain mortgage loan purchase agreement, dated as of _______, _______,
between the Depositor and Mortgage Loan Seller #3] and relating to the
transfer of the [Mortgage Loan Seller #3] Trust Mortgage Loans to the
Depositor.

     "[Mortgage Loan Seller #4] Mortgage Loan Purchase Agreement": That
certain mortgage loan purchase agreement, dated as of _______, _______,
between the Depositor and Mortgage Loan Seller #4] and relating to the
transfer of the [Mortgage Loan Seller #4] Trust Mortgage Loans to the
Depositor.

     "[Mortgage Loan Seller #2] Trust Mortgage Loans": Each of the Mortgage
Loans transferred and assigned to the Depositor pursuant to the [Mortgage Loan
Seller #2] Mortgage Loan Purchase Agreement.

     "[Mortgage Loan Seller #3] Trust Mortgage Loans": Each of the Mortgage
Loans transferred and assigned to the Depositor pursuant to the [Mortgage Loan
Seller #3] Mortgage Loan Purchase Agreement.

     "[Mortgage Loan Seller #4] Trust Mortgage Loans": Each of the Mortgage
Loans transferred and assigned to the Depositor pursuant to the [Mortgage Loan
Seller #4] Mortgage Loan Purchase Agreement.

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

     "Mortgage Pool": Collectively, all of the Trust Mortgage Loans and any
successor Trust REO Loans. The Non-Trust Loans shall not constitute part of
the Mortgage Pool.

     "Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior to
its Stated Maturity Date, the fixed annualized rate, not including any
Additional Interest Rate, at which interest is scheduled (in the absence of a
default) to accrue on such Mortgage Loan from time to time in accordance with
the related Mortgage Note and applicable law; (ii) any Mortgage Loan after its
Stated Maturity Date, the annualized rate described in clause (i) above
determined without regard to the


                                     -45-
<PAGE>


passage of such Stated Maturity Date, but giving effect to any modification
thereof as contemplated by Section 3.20 or, in the case of the [Blackacre]
Trust Mortgage Loan, any modification thereof pursuant to the [Other Series]
Pooling and Servicing Agreement; and (iii) any REO Loan, the annualized rate
described in clause (i) or (ii), as applicable, above determined as if the
predecessor Mortgage Loan had remained outstanding.

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

     "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has 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, and any Person that has acquired
the related Mortgaged Property and assumed the obligations of the original
obligor under the Mortgage Note, but excluding guarantors that do not own the
related Mortgaged Property.

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

     "Net Investment Earnings": With respect to each of the Collection
Account, the Interest Reserve Account, any Servicing Account, any Reserve
Account, any REO Account, the Distribution Account, any Loan Combination
Custodial Account, the Additional Interest Account and the Gain-on-Sale
Reserve Account, for any Investment Period, the amount, if any, by which the
aggregate of all interest and other income realized during such Investment
Period on funds held in such account, exceeds the aggregate of all losses, if
any, incurred during such Investment Period in connection with the investment
of such funds in accordance with Section 3.06 (other than losses of what would
have otherwise constituted interest or other income earned on such funds).

     "Net Investment Loss": With respect to each of the Collection Account,
any Servicing Account, any Reserve Account, any REO Account, the Distribution
Account, any Loan Combination Custodial Account, the Interest Reserve Account,
the Additional Interest Account, and the Gain-on-Sale Reserve Account, for any
Investment Period, the amount by which the aggregate of all losses, if any,
incurred during such Investment Period in connection with the investment of
funds held in such account in accordance with Section 3.06 (other than losses
of what would have otherwise constituted interest or other income earned on
such funds), exceeds the aggregate of all interest and other income realized
during such Investment Period on such funds.

     "Net Mortgage Pass-Through Rate":

          (A) With respect to any Trust Mortgage Loan (or any successor Trust
     REO Loan with respect thereto) that accrues (or is deemed to accrue)
     interest on a 30/360 Basis, for any Distribution Date, an annual rate
     equal to the Net Mortgage Rate for such Trust Mortgage Loan as of the
     Closing Date (without regard to any modification, waiver or amendment of
     the terms of such Trust Mortgage Loan subsequent to the Closing Date);
     and


                                     -46-
<PAGE>


          (B) With respect to any Trust Mortgage Loan (or any successor Trust
     REO Loan with respect thereto) that accrues interest on an Actual/360
     Basis, for any Distribution Date, an annual rate equal to twelve times a
     fraction, expressed as a percentage:

               (1)  the numerator of which fraction is, subject to adjustment
                    as described below in this definition, an amount of
                    interest equal to the product of (a) the number of days in
                    the Interest Accrual Period for such Distribution Date,
                    multiplied by (b) the Stated Principal Balance of such
                    Trust Mortgage Loan (or such Trust REO Loan) immediately
                    preceding such Distribution Date, multiplied by (c) 1/360,
                    multiplied by (d) the Net Mortgage Rate for such Trust
                    Mortgage Loan as of the Closing Date (without regard to
                    any modification, waiver or amendment of the terms of such
                    Trust Mortgage Loan subsequent to the Closing Date); and

               (2)  the denominator of which fraction is the Stated Principal
                    Balance of such Trust Mortgage Loan (or such Trust REO
                    Loan) immediately preceding that Distribution Date.

     Notwithstanding the foregoing, if the subject Distribution Date occurs
during January, except during a leap year, or February of any year subsequent
to ____, then the amount of interest referred to in the fractional numerator
described in clause (B)(1) above will be decreased to reflect any Interest
Reserve Amounts with respect to the subject Trust Mortgage Loan (or Trust REO
Loan) transferred from the Distribution Account to the Interest Reserve
Account in such calendar month. Furthermore, if the subject Distribution Date
occurs during March of any year subsequent to ____, then the amount of
interest referred to in the fractional numerator described in clause (B)(1)
above will be increased to reflect any Interest Reserve Amounts with respect
to the subject Trust Mortgage Loan (or Trust REO Loan) transferred from the
Interest Reserve Account to the Distribution Account for distribution on such
Distribution Date.

     "Net Mortgage Rate": With respect to any Trust Mortgage Loan or any Trust
REO Loan, as of any date of determination, a rate per annum equal to the
related Mortgage Rate minus the sum of the Trustee Fee Rate, the applicable
Master Servicing Fee Rate and, in the case of the [Blackacre] Trust Mortgage
Loan or any successor Trust REO Loan with respect thereto, the [Other Series]
Servicing Fee Rate; and with respect to any Non-Trust Loan or any successor
REO Loan with respect thereto, the related Mortgage Rate minus the applicable
Master Servicing Fee Rate.

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

     "New Lease": Any lease of REO Property entered into at the direction of
the Special Servicer, including any lease renewed, modified or extended on
behalf of the Trustee for the benefit of the Certificateholders and, in the
case of a Loan Combination, the related Non-Trust Noteholder(s).

     "Nonrecoverable Advance": Any Nonrecoverable P&I Advance (including any
Workout-Delayed Reimbursement Amount that subsequently becomes a
Nonrecoverable P&I Advance)


                                     -47-
<PAGE>


or Nonrecoverable Servicing Advance (including any Workout-Delayed
Reimbursement Amount that subsequently becomes a Nonrecoverable Servicing
Advance).

     "Nonrecoverable P&I Advance": Any P&I Advance previously made or proposed
to be made, including any previously made P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount, in respect of any Trust Mortgage Loan or
Trust REO Loan by the Master Servicer, the Trustee or the Fiscal Agent, as the
case may be, that, as determined by the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent, as applicable, in accordance with the
Servicing Standard (in the case of the Master Servicer and the Special
Servicer) or its good faith judgment (in the case of the Trustee and Fiscal
Agent) with respect to such P&I Advance (together with any accrued and unpaid
interest thereon), will not be ultimately recoverable from Late Collections,
REO Revenues, Insurance Proceeds or Liquidation Proceeds, or any other
recovery on or with respect to such Trust Mortgage Loan or Trust REO Loan (or,
in the case of a Trust Mortgage Loan that is a part of a Loan Combination, on
or with respect to the related Loan Combination); provided, however, the
Special Servicer may, at its option, make a determination (which shall be
binding upon the Master Servicer, the Trustee and the Fiscal Agent) in
accordance with the Servicing Standard, that any P&I Advance previously made
or proposed to be made, or any Workout-Delayed Reimbursement Amount previously
made, by the Master Servicer, the Trustee or the Fiscal Agent is a
Nonrecoverable P&I Advance and shall deliver notice of such determination to
the Master Servicer, the Trustee and the Fiscal Agent. In making a
recoverability determination, the applicable Person will be entitled to
consider (among other things) the obligations of the Mortgagor under the terms
of the related Mortgage Loan as it may have been modified, to consider (among
other things) the related Mortgaged Properties in their "as is" or then
current conditions and occupancies, as modified by such Person's assumptions
(consistent with the Servicing Standard) regarding the possibility and effects
of future adverse change with respect to such Mortgaged Properties, to
estimate and consider (among other things) future expenses, to estimate and
consider (consistent with the Servicing Standard) (among other things) the
timing of recoveries, and to consider the existence and amount of any
outstanding Nonrecoverable Advances the reimbursement of which is being
deferred pursuant to Section 4.03(f), any outstanding Workout Delayed
Reimbursement Amounts and any Unliquidated Advances. In addition, any such
Person may update or change its recoverability determinations at any time and,
consistent with the Servicing Standard, may obtain from the Special Servicer
any reasonably required analysis, Appraisals or market value estimates or
other information in the Special Servicer's possession for such purposes.
Absent bad faith, the Master Servicer's, the Special Servicer's, the Trustee's
or the Fiscal Agent's determination as to the recoverability of any P&I
Advance shall be conclusive and binding on the Certificateholders. The Trustee
and the Fiscal Agent shall be entitled to conclusively rely on any
recoverability determination made by the Master Servicer and the Master
Servicer, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on any recoverability determination made by the Special Servicer and
shall be required to act in accordance with such determination.

     "Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made, including any previously made Servicing Advance that
constitutes a Workout-Delayed Reimbursement Amount, in respect of a Serviced
Mortgage Loan or Serviced REO Loan by the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, that, as
determined by the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent, as applicable, in accordance with the Servicing Standard (in the
case of the Master Servicer and the Special Servicer) or its good faith
judgment (in the case of the Trustee and Fiscal Agent) with respect to such
Servicing Advance (together with any accrued and unpaid interest thereon),
will not be ultimately recoverable


                                     -48-
<PAGE>


from Late Collections, REO Revenues, Insurance Proceeds, Liquidation Proceeds,
or any other recovery on or in respect of such Mortgage Loan or the related
REO Property; provided, however, the Special Servicer may, at its option, make
a determination (which shall be binding upon the Master Servicer, the Trustee
and the Fiscal Agent) in accordance with the Servicing Standard, that any
Servicing Advance previously made or proposed to be made, or any
Workout-Delayed Reimbursement Amount previously made, by the Master Servicer,
the Trustee or the Fiscal Agent is a Nonrecoverable Servicing Advance and
shall deliver notice of such determination to the Master Servicer, the Trustee
and the Fiscal Agent. In making such recoverability determination, such Person
will be entitled to consider (among other things) only the obligations of the
Mortgagor under the terms of the related Mortgage Loan as it may have been
modified, to consider (among other things) the related Mortgaged Properties in
their "as is" or then current conditions and occupancies, as modified by such
party's assumptions (consistent with the Servicing Standard) regarding the
possibility and effects of future adverse change with respect to such
Mortgaged Properties, to estimate and consider (among other things) future
expenses and to estimate and consider (consistent with the Servicing Standard)
(among other things) the timing of recoveries, and to consider the existence
and amount of any outstanding Nonrecoverable Advances the reimbursement of
which is being deferred pursuant to Section 4.03(f), any outstanding Workout
Delayed Reimbursement Amounts and any Unliquidated Advances. In addition, any
such Person may update or change its recoverability determinations at any time
and, consistent with the Servicing Standard, may obtain from the Special
Servicer any reasonably required analysis, Appraisals or market value
estimates or other information in the Special Servicer's possession for such
purposes. Absent bad faith, the Master Servicer's, the Special Servicer's, the
Trustee's or the Fiscal Agent's determination as to the recoverability of any
Servicing Advance shall be conclusive and binding on the Certificateholders.
The Trustee and the Fiscal Agent shall be entitled to conclusively rely on any
recoverability determination made by the Master Servicer and the Master
Servicer, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on any recoverability determination made by the Special Servicer and
shall be required to act in accordance with such determination.

     "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class P, Class Q, Class Z, Class R-I or
Class R-II Certificate.

     "Non-Trust Loan" Any B-Note Non-Trust Loan, a [Blackacre] Subordinate
Non-Trust Loan or the [Blackacre] Pari Passu Non-Trust Loan, as the case may
be.

     "Non-Trust Noteholder": The holder of a Non-Trust Loan.

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

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

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


                                     -49-
<PAGE>


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

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

     "Original Class Principal Balance": With respect to any Class of Regular
Certificates (other than the Class X Certificates), the initial Class
Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

     "Original Class XC Notional Amount": $________________.

     "Original Class XP Notional Amount": $________________.

     "Original Notional Amount": The Original Class XC Notional Amount or the
Original Class XP Notional Amount, as applicable.

     "[Other Series] Applicable Servicer": The [Other Series] Master Servicer
or the [Other Series] Special Servicer, as applicable.

     "[Other Series] Master Servicer": As defined in the Preliminary
Statement. The term "[Other Series] Master Servicer" shall include any
successor master servicer appointed pursuant to the [Other Series] Pooling and
Servicing Agreement.

     "[Other Series] Pooling and Servicing Agreement": As defined in the
Preliminary Statement.

     "[Other Series] Securitization": As defined in the Preliminary Statement.

     "[Other Series] Servicing Fee": With respect to the [Blackacre] Trust
Mortgage Loan or any successor Trust REO Loan with respect thereto, the
"Master Servicing Fee" payable to the [Other Series] Master Servicer with
respect to such Mortgage Loan or Trust REO Loan, as the case may be, pursuant
to the [Other Series] Pooling and Servicing Agreement.

     "[Other Series] Servicing Fee Rate": With respect to the [Blackacre]
Trust Mortgage Loan or any related Trust REO Loan, the "Master Servicing Fee
Rate" (as defined in the [Other Series] Pooling and Servicing Agreement) for
such Mortgage Loan or REO Loan, as the case may be. The [Other Series]
Servicing Fee Rate includes the rate (0.02%) set forth in the Mortgage Loan
Schedule under the column "Primary Servicing Fee Rate" with respect to the
[Blackacre] Trust Mortgage Loan.

     "[Other Series] Special Servicer": As defined in the Preliminary
Statement. The term "[Other Series] Special Servicer" shall include any
successor special servicer appointed pursuant to the [Other Series] Pooling
and Servicing Agreement.

     "[Other Series] Trustee": As defined in the Preliminary Statement. The
term "[Other Series] Trustee" shall include any successor trustee appointed
pursuant to the [Other Series] Pooling and Servicing Agreement.

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


                                     -50-
<PAGE>


     "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.

     "Pass-Through Rate": With respect to:

     (i)  the Class A-1 Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (ii)  the Class A-2 Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

   (iii)  the Class A-3A Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (iv)  the Class A-3B Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

     (v)  the Class A-SB Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (vi)  the Class A-4 Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

   (vii)  the Class AM Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];


                                     -51-
<PAGE>


  (viii)  the Class AJ Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (ix)  the Class B Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

     (x)  the Class C Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (xi)  the Class D Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

   (xii)  the Class E Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

  (xiii)  the Class F Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

   (xiv)  the Class G Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (xv)  the Class H Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];


                                     -52-
<PAGE>


   (xvi)  the Class J Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

  (xvii)  the Class K Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

 (xviii)  the Class L Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

   (xix)  the Class M Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

    (xx)  the Class N Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

   (xxi)  the Class P Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

  (xxii)  the Class Q Certificates for any Distribution Date, [_____% per
          annum][a per annum rate equal to the lesser of (a) ______% and (b)
          the Weighted Average Net Mortgage Pass-Through Rate for such
          Distribution Date][a per annum rate equal to the Weighted Average
          Net Mortgage Pass-Through Rate for such Distribution Date [minus
          _______%]];

 (xxiii)  the Class XC Certificates, for any Distribution Date, a rate
          equal to the weighted average of the Class XC Strip Rates for the
          Class XC 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);
          and


                                     -53-
<PAGE>


  (xxiv)  the Class XP Certificates for any Distribution Date, a rate equal
          to the weighted average of the Class XP Strip Rates for the
          respective Class XP 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).

     "PCAOB": The Public Company Accounting Oversight Board.

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

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

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

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

     "Performance Certification": As defined in Section 8.16(b).

     "Performing Party": As defined in Section 8.16(b).

     "Periodic Payment": With respect to any Mortgage Loan as of any Due Date,
the scheduled payment of principal and/or interest on such Mortgage Loan
(exclusive of Additional Interest), including any Balloon Payment, that is
actually payable by the related Mortgagor from time to time under the terms of
the related Mortgage Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or by reason of a modification, waiver or amendment granted or
agreed to by the Special Servicer pursuant to Section 3.20) or, in the case of
the [Blackacre] Trust Mortgage Loan, by the [Other Series] Applicable Servicer
pursuant to the [Other Series] Pooling and Servicing Agreement.

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

          (i) direct obligations of, or obligations fully guaranteed as to
     timely payment of principal and interest by, the United States or any
     agency or instrumentality thereof (having original maturities of not more
     than 365 days), provided such obligations are backed by the full faith
     and credit of the United States; such obligations must be limited to
     those instruments that


                                     -54-
<PAGE>


     have a predetermined fixed dollar amount of principal due at maturity
     that cannot vary or change. Interest may either be fixed or variable; if
     such interest is variable, interest must be tied to a single interest
     rate index plus a single fixed spread (if any), and move proportionately
     with that index[; in addition, such obligations may not have a rating
     from S&P with an "r" highlighter];

          (ii) repurchase agreements or obligations with respect to any
     security described in clause (i) above (having original maturities of not
     more than 365 days), provided that the short-term deposit or debt
     obligations, of the party agreeing to repurchase such obligations are
     rated in the highest rating categories of each of [DBRS (if then rated by
     DBRS and, if not so rated, then the equivalent rating by two other
     nationally recognized statistical rating organizations, which may include
     any two of Fitch, Moody's and S&P), Fitch, Moody's and S&P] or such lower
     rating as will not result in an Adverse Rating Event, as evidenced in
     writing by the Rating Agencies; in addition, [it may not have a rating
     from S&P with an "r" highlighter and] its terms must have a predetermined
     fixed dollar amount of principal due at maturity that cannot vary or
     change; interest may either be fixed or variable; if such interest is
     variable, interest must be tied to a single interest rate index plus a
     single fixed spread (if any), and move proportionately with that index;

          (iii) federal funds, unsecured uncertified certificates of deposit,
     time deposits, demand deposits and bankers' acceptances of any bank or
     trust company organized under the laws of the United States or any state
     thereof (having original maturities of not more than 365 days), the short
     term obligations of which are rated in the highest rating categories of
     each of [DBRS (if then rated by DBRS and, if not so rated, then the
     equivalent rating by two other nationally recognized statistical rating
     organizations, which may include any two of Fitch, Moody's and S&P),
     Fitch, Moody's and S&P] or such lower rating as will not result in an
     Adverse Rating Event, as evidenced in writing by the Rating Agencies; in
     addition, [it may not have a rating from S&P with an "r" highlighter and]
     its terms should have a predetermined fixed dollar amount of principal
     due at maturity that cannot vary or change; interest may either be fixed
     or variable; if such interest is variable, interest must be tied to a
     single interest rate index plus a single fixed spread (if any), and move
     proportionately with that index;

          (iv) commercial paper (including both non-interest bearing discount
     obligations and interest-bearing obligations and having original
     maturities of not more than 365 days) of any corporation or other entity
     organized under the laws of the United States or any state thereof which
     is rated in the highest rating category of each of [DBRS (if then rated
     by DBRS and, if not so rated, then the equivalent rating by two other
     nationally recognized statistical rating organizations, which may include
     any two of Fitch, Moody's and S&P), Fitch, Moody's and S&P] or such lower
     rating as will not result in an Adverse Rating Event, as evidenced in
     writing by the Rating Agencies; the commercial paper by its terms must
     have a predetermined fixed dollar amount of principal due at maturity
     that cannot vary or change; [in addition, it may not have a rating from
     S&P with an "r" highlighter and] interest may either be fixed or
     variable; if such interest is variable, interest must be tied to a single
     interest rate index plus a single fixed spread (if any), and move
     proportionately with that index;

          (v) money market funds which are rated in the highest applicable
     rating category of each of [DBRS (if then rated by DBRS and, if not so
     rated, then the equivalent rating by two


                                     -55-
<PAGE>


     other nationally recognized statistical rating organizations, which may
     include any two of Fitch, Moody's and S&P), Fitch, Moody's and S&P] or
     such lower rating as will not result in an Adverse Rating Event, as
     evidenced in writing by the Rating Agencies; in addition, [it may not
     have a rating from S&P with an "r" highlighter and] its terms must have a
     predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change; and

          (vi) any other obligation or security acceptable to each Rating
     Agency, evidence of which acceptability shall be provided in writing by
     each Rating Agency to the Master Servicer, the Special Servicer and the
     Trustee;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity.

     "Permitted Transferee": Any Transferee that is not (i) a Disqualified
Organization, (ii) any Person as to whom the transfer of any Residual
Certificate may cause either REMIC I or REMIC II to fail to qualify as a
REMIC, (iii) a Disqualified Non-United States Tax Person, (iv) a Disqualified
Partnership or (v) a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of a United States Tax Person.

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

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

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

     "Plurality Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates of the Controlling Class (or,
if the Controlling Class consists of Book-Entry Certificates, any single
Certificate Owner) (other than any Holder (or Certificate Owner, as the case
may be) which is an Affiliate of the Depositor or a Mortgage Loan Seller) with
the largest percentage of Voting Rights allocated to such Class. With respect
to determining the Plurality Subordinate Certificateholder, the Class A Senior
Certificates collectively shall be deemed to be a single Class of
Certificates, with such Voting Rights allocated among the Holders of
Certificates (or Certificate Owners) of such Classes of Class A Senior
Certificates in proportion to the respective Certificate Principal Balances of
such Certificates as of such date of determination.

     "Pool REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "[Name of
Master Servicer], as Special Servicer, for [Name of Trustee], as Trustee in
trust for the registered holders of Merrill Lynch Mortgage Trust 200_-_,
Commercial Mortgage Pass-Through Certificates, Series 200_-__".


                                     -56-
<PAGE>


     "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, (i) each Trust ARD Loan is
repaid on its Anticipated Repayment Date, (ii) no Trust Mortgage Loan will
otherwise be paid prior to maturity and (iii) there will be no extension of
maturity for any Trust Mortgage Loan.

     "Prepayment Interest Excess": With respect to (a) any Serviced Mortgage
Loan that was subject to a voluntary Principal Prepayment in full or in part
during any Collection Period, which Principal Prepayment was applied to such
Mortgage Loan following such Mortgage Loan's Due Date in such Collection
Period, the amount of interest (net of the related Master Servicing Fee and,
if applicable, any Additional Interest and Penalty Interest) accrued on the
amount of such Principal Prepayment during the period from and after such Due
Date and to but not including the date such Principal Prepayment was applied
to such Mortgage Loan, to the extent collected (without regard to any related
Prepayment Premium or Yield Maintenance Charge actually collected); and (b)
the [Blackacre] Trust Mortgage Loan, if it was subject to a voluntary
Principal Prepayment in full or in part during any Collection Period, which
Principal Prepayment was applied to such Mortgage Loan following such Mortgage
Loan's Due Date in such Collection Period, the amount of interest (net of the
related Master Servicing Fee, the [Other Series] Servicing Fee and, if
applicable, any Additional Interest and Penalty Interest) accrued on the
amount of such Principal Prepayment during the period from and after such Due
Date to but not including the date such Principal Prepayment was applied to
such Mortgage Loan, to the extent collected by, and to the extent received
from, the [Other Series] Master Servicer (without regard to any related
Prepayment Premium or Yield Maintenance Charge actually collected).

     "Prepayment Interest Shortfall": With respect to (a) any Serviced
Mortgage Loan that was subject to a voluntary Principal Prepayment in full or
in part during any Collection Period, which Principal Prepayment was applied
to such Mortgage Loan prior to such Mortgage Loan's Due Date in such
Collection Period, the amount of interest, to the extent not collected from
the related Mortgagor (without regard to any Prepayment Premium or Yield
Maintenance Charge actually collected), that would have accrued (at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage
Loan and (y) the Trustee Fee Rate) on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on the day immediately preceding
such Due Date, inclusive (net of any portion of that interest that would have
constituted Penalty Interest and/or Additional Interest, if applicable); and
(b) the [Blackacre] Trust Mortgage Loan, if it was subject to a voluntary
Principal Prepayment in full or in part during any Collection Period, which
Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage
Loan's Due Date in such Collection Period, the amount of interest, to the
extent not collected from the related Mortgagor by, and received from, the
[Other Series] Master Servicer (without regard to any Prepayment Premium or
Yield Maintenance Charge actually collected), that would have accrued (at a
rate per annum equal to the sum of (x) the related Net Mortgage Rate for such
Mortgage Loan and (y) the Trustee Fee Rate), on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to such Mortgage Loan and ending on the day immediately
preceding such Due Date, inclusive (net of any portion of that interest that
would have constituted Penalty Interest and/or Additional Interest, if
applicable).

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


                                     -57-
<PAGE>


     "Primary Collateral": The Mortgaged Property directly securing a Crossed
Loan and excluding any property as to which the related lien may only be
foreclosed upon by exercise of cross-collateralization provisions.

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

     "Principal Distribution Amount": With respect to any Distribution Date,
the aggregate of the following (without duplication):

          (a) the aggregate of the principal portions of all Periodic Payments
     (other than Balloon Payments) and any Assumed Periodic Payments due or
     deemed due in respect of the Trust Mortgage Loans for their respective
     Due Dates occurring during the related Collection Period, to the extent
     paid by the related Mortgagor during or prior to, or otherwise received
     during, the related Collection Period or advanced with respect to such
     Distribution Date;

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

          (c) with respect to any Trust Mortgage Loan as to which the related
     Stated Maturity Date occurred during or prior to the related Collection
     Period, any payment of principal (other than a Principal Prepayment) made
     by or on behalf of the related Mortgagor during the related Collection
     Period (including any Balloon Payment), net of any portion of such
     payment that represents a recovery of the principal portion of any
     Periodic Payment (other than a Balloon Payment) due, or the principal
     portion of any Assumed Periodic Payment deemed due, in respect of such
     Trust Mortgage Loan on a Due Date during or prior to the related
     Collection Period and included as part of the Principal Distribution
     Amount for such Distribution Date or any prior Distribution Date pursuant
     to clause (a) above;

          (d) the aggregate of all Liquidation Proceeds, Insurance Proceeds
     and, to the extent not otherwise included in clause (a), (b) or (c)
     above, payments and revenues that were received on the Trust Mortgage
     Loans during the related Collection Period and that were identified and
     applied by the Master Servicer and/or Special Servicer (or, in the case
     of the [Blackacre] Trust Mortgage Loan, if applicable, by the [Other
     Series] Applicable Servicer) as recoveries of principal of the Trust
     Mortgage Loans, in each case net of any portion of such amounts that
     represents a recovery of the principal portion of any Periodic Payment
     (other than a Balloon Payment) due, or of the principal portion of any
     Assumed Periodic Payment deemed due, in respect of the related Trust
     Mortgage Loan on a Due Date during or prior to the related Collection
     Period and included as part of the Principal Distribution Amount for such
     Distribution Date or any prior Distribution Date pursuant to clause (a)
     above;


                                     -58-
<PAGE>


          (e) with respect to any REO Properties, the aggregate of the
     principal portions of all Assumed Periodic Payments deemed due in respect
     of the related Trust REO Loans for their respective Due Dates occurring
     during the related Collection Period to the extent received (in the form
     of REO Revenues or otherwise) during the related Collection Period or
     advanced with respect to such Distribution Date;

          (f) with respect to any REO Properties, the aggregate of all
     Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
     received during the related Collection Period on such REO Properties and
     that were identified and applied by the Master Servicer and/or Special
     Servicer (or, in the case of any [Blackacre] REO Property, if applicable,
     by the [Other Series] Applicable Servicer) as recoveries of principal of
     the related Trust REO Loans, in each case net of any portion of such
     amounts that represents a recovery of the principal portion of any
     Periodic Payment (other than a Balloon Payment) due, or of the principal
     portion of any Assumed Periodic Payment deemed due, in respect of the
     related Trust REO Loan or the predecessor Trust Mortgage Loan on a Due
     Date during or prior to the related Collection Period and included as
     part of the Principal Distribution Amount for such Distribution Date or
     any prior Distribution Date pursuant to clause (a) or (e) above; and

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

provided that if any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount is reimbursed, or interest on any Nonrecoverable Advance is paid, from
collections on the Mortgage Pool received during the related Collection Period
that are allocable as principal, as provided in Section 1.02(a), then the
Principal Distribution Amount for the subject Distribution Date shall be
reduced (to not less than zero) as and to the extent provided in Section
1.02(b); and provided, further, that if any Recovered Amounts are received
during the related Collection Period, then the Principal Distribution Amount
for the subject Distribution Date shall be increased as and to the extent
provided in Section 1.02(c).

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

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

     "Principal Recovery Fee Rate": With respect to all amounts set forth in
the third paragraph of Section 3.11(c), ____%.

     "Privileged Person": Any Certificateholder, any Certificate Owner, any
prospective transferee of a Certificate or interest therein, any Rating
Agency, any Mortgage Loan Seller, any Non-Trust Noteholder, any Underwriter or
any party hereto; provided that no Certificate Owner or prospective transferee
of a Certificate or an interest therein shall be considered a "Privileged
Person" or


                                     -59-
<PAGE>


be entitled to a password or restricted access as contemplated by Section 3.15
unless such Person has delivered to the Trustee or the Master Servicer, as
applicable, a certification in the form of Exhibit I-1 or Exhibit I-2 (or such
other form as may be reasonably acceptable to the Trustee or the Master
Servicer, as applicable), as applicable.

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

     "Prospectus": The prospectus dated ______, _______, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

     "Prospectus Supplement": The final prospectus supplement dated _______,
_______ of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

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

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

     "Purchase Price": With respect to any Trust Mortgage Loan (or Trust REO
Loan), a cash price equal to the outstanding principal balance of such Trust
Mortgage Loan (or Trust REO Loan) as of the date of purchase, together with
(a) all accrued and unpaid interest on such Trust Mortgage Loan (or Trust REO
Loan) at the related Mortgage Rate (other than Additional Interest) to but not
including the Due Date in the Collection Period of purchase, (b) any accrued
interest on P&I Advances (other than Unliquidated Advances in respect of prior
P&I Advances) made with respect to such Trust Mortgage Loan (or Trust REO
Loan), (c) all related and unreimbursed (from collections on such Trust
Mortgage Loan and, if such Trust Mortgage Loan is part of a Loan Combination,
any related Non-Trust Loan (or Trust REO Loan and, if such Trust REO Loan is a
successor to a Trust Mortgage Loan that is part of a Loan Combination, any
related REO Loan that is a successor to a related Non-Trust Loan)) Servicing
Advances (together with Unliquidated Advances) plus any accrued and unpaid
interest thereon (other than on Unliquidated Advances), (d) any reasonable
costs and expenses, including, but not limited to, the cost of any enforcement
action (including reasonable legal fees), incurred by the Master Servicer, the
Special Servicer or the Trust Fund in connection with any such purchase by a
Mortgage Loan Seller (to the extent not included in clause (c) above) and
Principal Recovery Fees payable (to the extent payable pursuant to Section
3.11(c)) with respect to such Trust Mortgage Loan (or Trust REO Loan), and (e)
any other Additional Trust Fund Expenses in respect of such Trust Mortgage
Loan (or Trust REO Loan) (including any Additional Trust Fund Expenses (which
includes Special Servicing Fees and Workout Fees) previously reimbursed or
paid by the Trust Fund but not so reimbursed by the related Mortgagor or from
related Insurance Proceeds or Liquidation Proceeds); provided that the
Purchase Price shall not be reduced by any outstanding P&I Advance.

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

     "Qualified Insurer": An insurance company or security or bonding company
qualified to write the related Insurance Policy in the relevant jurisdiction
(i) with a minimum claims paying ability rating of at least ["A" by DBRS (if
then rated by DBRS and, if not so rated, then the equivalent rating by two
other nationally recognized statistical rating organizations, which may
include any two of Fitch, Moody's and S&P), "A" by Fitch (if then rated by
Fitch and, if not so rated, then the equivalent rating by two other nationally
recognized statistical rating organizations, which may include any two of
DBRS,


                                     -60-
<PAGE>


Moody's and S&P), "A3" by Moody's and "A-" by S&P] (or the obligations of
which are guaranteed or backed by a company having such a claims paying
ability) and (ii) with respect to the fidelity bond and errors and omissions
Insurance Policy required to be maintained pursuant to Section 3.07(c), an
insurance company that has a claims paying ability rated no lower than two
rating categories (without regard to pluses or minuses or numerical
qualifications) below the rating assigned to the then highest rated
outstanding Certificate, but in no event lower than ["A" by DBRS (if then
rated by DBRS and, if not so rated, then the equivalent rating by two other
nationally recognized statistical rating organizations, which may include any
two of Fitch, Moody's and S&P), "A" by Fitch (if then rated by Fitch and, if
not so rated, then the equivalent rating by two other nationally recognized
statistical rating organizations, which may include any two of DBRS, Moody's
and S&P), A3" by Moody's and "A-" by S&P] (or the obligations of which are
guaranteed or backed by a company having such a claims paying ability) or, in
the case of clauses (i) and (ii), such other rating as each Rating Agency
shall have confirmed in writing will not result in an Adverse Rating Event.

     "Qualified Substitute Mortgage Loan": A mortgage loan which must, on the
date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Trust Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less
than the Mortgage Rate of the deleted Trust Mortgage Loan; (iii) have the same
Due Date as and a grace period no longer than the deleted Trust Mortgage Loan;
(iv) accrue interest on the same basis as the deleted Trust Mortgage Loan (for
example, on the basis of a 360-day year consisting of twelve 30-day months);
(v) have a remaining term to stated maturity not greater than, and not more
than two years less than, the remaining term to stated maturity of the deleted
Trust Mortgage Loan; (vi) have a then current Loan-to-Value Ratio not higher
than that of the deleted Trust Mortgage Loan and a current Loan-to-Value Ratio
not higher than the then current Loan-to-Value Ratio of the deleted Trust
Mortgage Loan; (vii) comply as of the date of substitution with all of the
representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an Environmental Assessment that indicates no
adverse environmental conditions and an engineering report that indicates no
adverse physical condition with respect to the related Mortgaged Property and
which will be delivered as a part of the related Mortgage File; (ix) have a
current Debt Service Coverage Ratio of not less than the greater of the
original Debt Service Coverage Ratio of the deleted Trust Mortgage Loan and
the current Debt Service Coverage Ratio of the deleted Trust Mortgage Loan;
(x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified replacement mortgage" within the meaning
of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the
date two years prior to the Rated Final Distribution Date; (xii) not be
substituted for a deleted Trust Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution
will not result in an Adverse Rating Event (the cost, if any, of obtaining
such confirmation to be paid by the applicable Mortgage Loan Seller); (xiii)
have a date of origination that is not more than 12 months prior to the date
of substitution; (xiv) have been approved by the Controlling Class
Representative (or, if there is no Controlling Class Representative then
serving, by the Holders of Certificates representing a majority of the Voting
Rights allocated to the Controlling Class), which approval may not be
unreasonably withheld or delayed; (xv) not be substituted for a deleted Trust
Mortgage Loan if it would result in the termination of the REMIC status of any
of the REMICs established under this Agreement or the imposition of tax on any
of such REMICs other than a tax on income expressly permitted or contemplated
to be received by the terms of this Agreement, as determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense); and (xvi) have
comparable prepayment restrictions. In the event that one or more


                                     -61-
<PAGE>


mortgage loans are substituted for one or more deleted Trust Mortgage Loans,
then the amounts described in clause (i) shall be determined on the basis of
aggregate principal balances and the rates described in clause (ii) above
(provided that the lowest Net Mortgage Rate shall not be lower than the
highest fixed Pass-Through Rate of any Class of Sequential Pay Certificates
outstanding) and the remaining term to stated maturity referred to in clause
(v) above shall be determined on a weighted average basis. When a Qualified
Substitute Mortgage Loan is substituted for a deleted Trust Mortgage Loan, the
applicable Mortgage Loan Seller shall certify that the proposed Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition
and shall send such certification to the Trustee.

     "Rated Final Distribution Date": The Distribution Date in ________.

     "Rating Agency": Each of [DBRS, Fitch, Moody's and/or S&P].

     "Realized Loss": With respect to: (1) each Specially Serviced Mortgage
Loan or Corrected Mortgage Loan as to which a Final Recovery Determination has
been made, or with respect to any successor REO Loan as to which a Final
Recovery Determination has been made as to the related REO Property and with
respect to the [Blackacre] Trust Mortgage Loan or any successor Trust REO Loan
with respect thereto, if a Final Recovery Determination has been made in
respect thereof by the [Other Series] Special Servicer, an amount (not less
than zero) equal to (a) the unpaid principal balance of such Mortgage Loan or
REO Loan, as the case may be, as of the commencement of the Collection Period
in which the Final Recovery Determination was made, plus (b) without taking
into account the amount described in subclause (1)(d) of this definition, all
accrued but unpaid interest on such Mortgage Loan or such REO Loan, as the
case may be, at the related Mortgage Rate to but not including the Due Date in
the Collection Period in which the Final Recovery Determination was made
(exclusive of any portion thereof that constitutes Penalty Interest,
Additional Interest, Prepayment Premiums or Yield Maintenance Charges), plus
(c) any related unpaid servicing expenses, any related Servicing Advances
(together with Unliquidated Advances in respect of prior related Servicing
Advances) that, as of the commencement of the Collection Period in which the
Final Recovery Determination was made, had not been reimbursed from the
subject Mortgage Loan or REO Property, as the case may be, and any new related
Servicing Advances made during such Collection Period, minus (d) all payments
and proceeds, if any, received in respect of and allocable to such Mortgage
Loan or such REO Loan, as the case may be, during the Collection Period in
which such Final Recovery Determination was made net of any portion of such
payments and/or proceeds that is payable or reimbursable in respect of the
related liquidation and other servicing expenses and, in the case of a Trust
Mortgage Loan or Trust REO Loan that is part of a Loan Combination, net of any
portion of such payments and/or proceeds that represent Liquidation Proceeds
payable to the holder of the related Non-Trust Loan(s); (2) each defaulted
Mortgage Loan as to which any portion of the principal or previously accrued
interest (other than Additional Interest and Penalty Interest) payable
thereunder or any Unliquidated Advance was canceled in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment of such Mortgage Loan granted or agreed to
by the Special Servicer pursuant to Section


                                     -62-
<PAGE>


3.20 (or, in the case of the [Blackacre] Trust Mortgage Loan, by the [Other
Series] Applicable Servicer pursuant to the [Other Series] Pooling and
Servicing Agreement), the amount of such principal and/or interest or
Unliquidated Advance so canceled; (3) each Mortgage Loan as to which the
Mortgage Rate thereon has been permanently reduced and not recaptured for any
period in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section 3.20 (or, in
the case of the [Blackacre] Trust Mortgage Loan, by the [Other Series]
Applicable Servicer pursuant to the [Other Series] Pooling and Servicing
Agreement), the amount of the consequent reduction in the interest portion of
each successive Periodic Payment due thereon (each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Periodic
Payment); (4) each Trust Mortgage Loan or Trust REO Loan as to which there
were any Nonrecoverable Advances, the amount of any such Nonrecoverable
Advance reimbursed (and/or interest thereon paid) from amounts that would have
otherwise been distributable as principal on the Certificates; and (5) each
Trust Mortgage Loan purchased from the Trust Fund at a price less than the
Purchase Price therefor, the amount of the deficiency.

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

     "Recording/Filing Agent": As defined in Section 2.01(d).

     "Recovered Amount": As defined in Section 1.02(c).

     "Registered Certificate": Any Class A-1, Class A-2, Class A-3A, Class
A-3B, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D or
Class XP Certificate.

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

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

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

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

     "REMIC I": The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder with respect to
which a separate REMIC election is to be made and, consisting of: (i) all of
the Trust Mortgage Loans as from time to time are subject to this Agreement
and all payments under and proceeds of such Trust Mortgage Loans received
after the Closing Date (excluding the Excess Servicing Strip and all
Additional Interest on such Trust Mortgage Loans), together with all documents
included in the related Mortgage Files and any related Escrow Payments and
Reserve Funds; (ii) all amounts ([inclusive of the Closing Date Deposit but]
exclusive of the Excess Servicing Strip and all Additional Interest) held from
time to time in the Collection Account, the Interest Reserve Account, any Pool
REO Account, the Gain-on-Sale Reserve Account, any Loan Combination Custodial
Account and the Distribution Account; (iii) any REO Property acquired in
respect of a Trust Mortgage Loan (or, in the case of the [Blackacre] Trust
Mortgage Loan, the rights of the holder thereof with respect to any related
[Blackacre] REO Property under the [Other Series] Pooling and Servicing
Agreement); (iv) the rights of the Depositor under each of the Mortgage Loan
Purchase Agreements with respect to the Trust Mortgage Loans; and (v) the
rights of the mortgagee under all Insurance Policies with respect to the Trust
Mortgage Loans; provided that REMIC I shall not include any Non-Trust Loan or
any successor REO Loan with respect thereto or any payments or other


                                     -63-
<PAGE>


collections of principal, interest, Prepayment Premiums, Yield Maintenance
Charges or other amounts collected on a Non-Trust Loan or any successor REO
Loan with respect thereto.

     "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 initial REMIC I Principal Balance of each REMIC I Regular Interest shall
be the amount set forth as such in the Preliminary Statement hereto. On each
Distribution Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall be permanently reduced by all distributions of principal deemed
to have been made in respect of such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(h), and shall be further
permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b). The REMIC I Principal Balance
of a REMIC I Regular Interest shall be increased, pursuant to the third
paragraph of Section 4.04(a), in connection with increases in the Class
Principal Balance of the Corresponding Certificates as contemplated by the
second paragraph of Section 4.04(a).

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

     "REMIC II Certificate": Any Class A-1, Class A-2, Class A-3A, Class A-3B,
Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D, Class
XP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class XC or Class R-II Certificate.

     "REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and proposed, temporary and final Treasury regulations and any published
rulings, notices and announcements promulgated thereunder, as the foregoing
may be in effect from time to time.

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

     "REO Account": The Pool REO Account or any Loan Combination REO Account,
as applicable.

     "REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09 or, in the case of the [Blackacre] Mortgaged Property, pursuant
to the [Other Series] Pooling and Servicing Agreement.


                                     -64-
<PAGE>


     "REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18 or, in the case of the [Blackacre] Mortgaged
Property, pursuant to the [Other Series] Pooling and Servicing Agreement.

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

     "REO Loan": The Mortgage Loan (or, if a Loan Combination is involved, one
of the Mortgage Loans comprising the subject Loan Combination) deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
Loan shall be deemed to be outstanding for so long as the related REO Property
(or an interest therein) remains part of REMIC I and shall be deemed to
provide for periodic payments of principal and/or interest equal to its
Assumed Periodic Payment and otherwise to have the same terms and conditions
as its predecessor Mortgage Loan (such terms and conditions to be applied
without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust Fund or, if
applicable in the case of any REO Property that relates to a Loan Combination,
on behalf of the Trust and the related Non-Trust Noteholder(s)). Each REO Loan
shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan as of the date of the
related REO Acquisition. All Periodic Payments (other than a Balloon Payment),
Assumed Periodic Payments (in the case of a Balloon Loan delinquent in respect
of its Balloon Payment) and other amounts due and owing, or deemed to be due
and owing, in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, shall be deemed to continue to be due and owing in
respect of an REO Loan. Collections in respect of each REO Loan (after
provision for amounts to be applied to the payment of, or to be reimbursed to,
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent for
the payment of, the costs of operating, managing, selling, leasing and
maintaining the related REO Property (other than the [Blackacre] REO Property)
or for the reimbursement of or payment to the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent for other related Servicing Advances
as provided in this Agreement, interest on such Advances and other related
Additional Trust Fund Expenses) shall be treated: first, as a recovery of
accrued and unpaid interest on such REO Loan at the related Mortgage Rate (in
the case of the Trust REO Loan that relates to the [Blackacre] Trust Mortgage
Loan, net of the [Other Series] Servicing Fee) to but not including the Due
Date in the Collection Period of receipt (exclusive of any portion thereof
that constitutes Additional Interest); second, as a recovery of principal of
such REO Loan to the extent of its entire unpaid principal balance; and third,
in accordance with the normal servicing practices of the Master Servicer, as a
recovery of any other amounts due and owing in respect of such REO Loan,
including, without limitation, (i) Yield Maintenance Charges, Prepayment
Premiums and Penalty Interest and (ii) Additional Interest and other amounts,
in that order; provided, however, that if a Mortgage Loan that is part of a
Loan Combination and the related Non-Trust Loan(s) become REO Loans, amounts
received with respect to such REO Loans shall be applied to amounts due and
owing in respect of such REO Loans as provided in the related Loan Combination
Intercreditor Agreement. Notwithstanding the foregoing, all amounts payable or
reimbursable to the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent, as the case may be, in respect of the predecessor Mortgage Loan
as of the date of the related REO Acquisition, including, without limitation,
any unpaid Servicing Fees and any unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as the case may be, in respect of such Advances
in accordance with Sections 3.03(d) and 4.03(d), shall continue to be payable
or reimbursable to the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent, as the case may be, in respect of an REO Loan pursuant to
Section 3.05(a). In addition, Workout-Delayed Reimbursement


                                     -65-
<PAGE>


Amounts and Nonrecoverable Advances with respect to such REO Loan, in each
case, that were paid from collections on the Trust 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",
shall be deemed outstanding until recovered.

     "REO Property": With respect to any Mortgage Loan (other than a Mortgage
Loan constituting part of a Loan Combination), a Mortgaged Property acquired
on behalf and in the name of the Trust Fund for the benefit of the
Certificateholders through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan; and with respect to a Loan
Combination, the related Loan Combination REO Property; and with respect to
the [Blackacre] Loan Combination, the [Blackacre] REO Property; provided that
the [Blackacre] Mortgaged Property shall constitute an REO Property if
acquired under the [Other Series] Pooling and Servicing Agreement for the
benefit of all the related Non-Trust Noteholders and the Trust, as their
interests may appear, through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
a default or imminent default of the [Blackacre] Loan Combination.

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

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

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

     "Required Appraisal": With respect to each Required Appraisal Mortgage
Loan, an appraisal of the related Mortgaged Property from an Independent
Appraiser selected by the Special Servicer, prepared in accordance with 12
C.F.R. ss. 225.64 and conducted in accordance with the standards of the
Appraisal Institute.


                                     -66-
<PAGE>


     "Required Appraisal Mortgage Loan": Each Serviced Trust Mortgage Loan
(or, in the case of clause (ii) below, any successor Trust REO Loan with
respect thereto) (i) that is 60 days or more delinquent in respect of any
Periodic Payments, (ii) that becomes an REO Loan, (iii) that has been modified
by the Special Servicer in a manner that affects the amount or timing of any
Periodic Payment (other than a Balloon Payment) (except, or in addition to,
bringing monthly Periodic Payments current and extending the Maturity Date for
less than six months), (iv) 60 days following the receipt by the Special
Servicer of notice that a receiver has been appointed and continues in such
capacity in respect of the related Mortgaged Property, (v) 60 days following
the receipt by the Special Servicer of notice that the related Mortgagor has
become the subject of a bankruptcy proceeding, or (vi) delinquent in respect
of its Balloon Payment for one day or, if the Special Servicer receives, prior
to the Due Date of such Balloon Payment, written evidence from an
institutional lender of such lender's binding commitment to refinance such
Trust Mortgage Loan, then for such longer period beyond the Due Date of such
Balloon Payment ending on the earlier of (1) 60 days after the Due Date of
such Balloon Payment and (2) the expiration of the refinancing commitment;
provided, however, that a Required Appraisal Mortgage Loan shall cease to be a
Required Appraisal Mortgage Loan:

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

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

so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the Trust Mortgage Loan to continue to be
characterized as a Required Appraisal Mortgage Loan. For purposes of the
foregoing, if the [Blackacre] Loan Combination is being serviced hereunder
pursuant to Section 3.28, the [Blackacre] Loan Combination shall be treated as
a single Mortgage Loan.

     "Required Appraisal Value": With respect to any Mortgaged Property or REO
Property related to a Required Appraisal Mortgage Loan, 90% of an amount equal
to (A) subject to reduction by the Special Servicer in accordance with Section
3.09(a), the Appraised Value of such Mortgaged Property or REO Property, as
the case may be, as determined by a Required Appraisal or letter update or
internal valuation, if applicable, reduced by (B) the amount of any
obligations secured by liens on such Mortgaged Property that are prior to the
lien of such Required Appraisal Mortgage Loan and estimated liquidation
expenses; provided, however, that for purposes of determining any Appraisal
Reduction Amount in respect of such Required Appraisal Mortgage Loan, such
Appraisal Reduction Amount shall be amended no less often than annually to
reflect the Required Appraisal Value determined pursuant to any Required
Appraisal or letter update of a Required Appraisal or internal valuation, if
applicable conducted subsequent to the original Required Appraisal performed
pursuant to Section 3.09(a).


                                     -67-
<PAGE>


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

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

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

     "Responsible Officer": When used with respect to (i) the initial Trustee,
any officer in the Global Securities and Trust Services Group of the initial
Trustee, (ii) any successor Trustee, any officer or assistant officer in the
Corporate Trust Department of the Trustee, or any other officer or assistant
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, and (iii) the Fiscal Agent, any
officer thereof.

     "Restricted Servicer Reports": Collectively, to the extent not filed with
the Commission, the CMSA Servicer Watch List, the CMSA Operating Statement
Analysis Report, the CMSA NOI Adjustment Worksheet, the CMSA Financial File,
the CMSA Comparative Financial Status Report, the CMSA Loan Level Reserve/LOC
Report and the CMSA Reconciliation of Funds Report.

     "Rule 144A Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, one or collectively more global certificates
representing such Class registered in the name of the Depository or its
nominee, in definitive, fully registered form without interest coupons, and
each of which certificates has a Rule 144A CUSIP number.

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

     "Sarbanes-Oxley Certification": As defined in Section 8.16(a)(iv).

     "Scheduled Payment": With respect to any Mortgage Loan, for any Due Date
following the Cut-off Date as of which it is outstanding, the scheduled
Periodic Payment of principal and interest (other than Additional Interest) on
such Mortgage Loan that is or would be, as the case may be, payable by the
related Mortgagor on such Due Date under the terms of the related Mortgage
Note as in effect on the Closing Date, without regard to any subsequent change
in or modification of such terms in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20 (or, in the case of the [Blackacre] Trust Mortgage
Loan by the [Other Series] Special Servicer pursuant to the [Other Series]
Pooling and Servicing Agreement) or acceleration of principal by reason of
default, and assuming that each prior Scheduled Payment has been made in a
timely manner; provided, however, that if the related loan documents for a
Loan Combination provide for a single


                                     -68-
<PAGE>


monthly debt service payment for such Loan Combination, then the Scheduled
Payment for each Mortgage Loan comprising such Loan Combination for any Due
Date shall be that portion of the monthly debt service payment for such Loan
Combination and such Due Date that is, in accordance with the related loan
documents and/or the related Loan Combination Intercreditor Agreement, in the
absence of default, allocable to interest at the related Mortgage Rate on
and/or principal of each such Mortgage Loan comprising the subject Loan
Combination.

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

     "Commission": The United States Commission or any successor.

     "Senior Certificate": Any Class A-1, Class A-2, Class A-3A, Class A-3B,
Class A-SB, Class A-4, Class XC or Class XP Certificate.

     "Sequential Pay Certificate": Any Class A-1, Class A-2, Class A-3A, Class
A-3B, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class P or Class Q Certificate.

     "Serviced Mortgage Loan": Each Mortgage Loan (including a Specially
Serviced Mortgage Loan, but excluding an REO Loan) other than any Mortgage
Loan constituting part of a Loan Combination.

     "Serviced Mortgaged Property": The Mortgaged Property securing a Serviced
Mortgage Loan.

     "Serviced REO Loan": An REO Loan deemed to be outstanding in respect of a
Serviced Mortgaged Property.

     "Serviced Trust Defaulted Mortgage Loan": A Defaulted Mortgage Loan that
is a Trust Mortgage Loan and a Serviced Mortgage Loan.

     "Serviced Trust Mortgage Loan": Any Trust Mortgage Loan that is a
Serviced Mortgage Loan. Notwithstanding anything herein to the contrary, in no
event shall the [Blackacre] Trust Mortgage Loan constitute a Serviced Trust
Mortgage Loan hereunder if it is not being serviced hereunder pursuant to
Section 3.28.

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

     "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees of
real estate brokers) incurred by or on behalf of the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent in connection with the
servicing of a Serviced Mortgage Loan, if a default is imminent thereunder or
after a default, delinquency or other unanticipated event, or in connection
with the administration of any Administered REO Property, including, but not
limited to, the cost of (a) compliance with the obligations of the Master
Servicer and the Special Servicer, if any, set forth in Section 3.02 and 3.03,
(b) (i) real estate taxes, assessments, penalties and other similar items,
(ii) ground rents (if applicable), and (iii) premiums on Insurance Policies,
in each instance if and to the extent Escrow Payments (if any) collected from
the


                                     -69-
<PAGE>


related Mortgagor are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, (c) the preservation,
insurance, restoration, protection and management of a Mortgaged Property,
including the cost of any "force placed" insurance policy purchased by the
Master Servicer or the Special Servicer to the extent such cost is allocable
to a particular Mortgaged Property that the Master Servicer or the Special
Servicer is required to cause to be insured pursuant to Section 3.07(a), (d)
obtaining any Insurance Proceeds or any Liquidation Proceeds of the nature
described in clauses (i)-(iii), (v), (vii) and (viii) of the definition of
"Liquidation Proceeds," (e) any enforcement or judicial proceedings with
respect to a Mortgaged Property, including, without limitation, foreclosures,
(f) any Required Appraisal or other appraisal expressly required or permitted
to be obtained hereunder, (g) the operation, management, maintenance and
liquidation of any REO Property, including, without limitation, appraisals and
compliance with Section 3.16(a) (to the extent not covered by available funds
in the applicable REO Account), (h) obtaining related ratings confirmation (to
the extent not paid by the related Mortgagor), (i) UCC filings (to the extent
not reimbursed by the Mortgagor), (j) compliance with the obligations of the
Master Servicer or the Trustee set forth in Section 2.03(a) or (b) and (k) any
other expenditure expressly designated as a Servicing Advance under this
Agreement. Notwithstanding anything to the contrary, "Servicing Advances"
shall not include allocable overhead of the Master Servicer or the Special
Servicer, such as costs for office space, office equipment, supplies and
related expenses, employee salaries and related expenses and similar internal
costs, and expenses or costs and expenses incurred by any such party in
connection with its purchase of a Mortgage Loan or REO Property, or costs or
expenses expressly required to be borne by the Master Servicer or Special
Servicer without reimbursement pursuant to the terms of this Agreement.

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

     "Servicing Fees": With respect to each Serviced Mortgage Loan and any
successor REO Loan with respect thereto, the Master Servicing Fee and the
Special Servicing Fee. With respect to the [Blackacre] Trust Mortgage Loan,
the Master Servicing Fee and the [Other Series] Servicing Fee.

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

     "Servicing Function Participant": Any of: (i) the Master
Servicer; (ii) the Special Servicer; and (iii) any other Person, in addition
to the Master Servicer and the Special Servicer, that is a party hereto and is
performing activities with respect to the Trust Fund that address the
Servicing Criteria, unless such other Person's activities relate only to 5% or
less of the Mortgage Pool (by balance).

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


                                     -70-
<PAGE>


     "Servicing Standard": With respect to the Master Servicer or the Special
Servicer, as applicable, the servicing and administration of the Serviced
Mortgage Loans (including any Non-Trust Loans) for which it is responsible
hereunder (a) in the same manner in which, and with the same care, skill,
prudence and diligence with which, the Master Servicer or the Special
Servicer, as the case may be, generally services and administers similar
mortgage loans (i) for other third parties, giving due consideration to
customary and usual standards of practice of prudent institutional commercial
mortgage loan servicers servicing mortgage loans for third parties or (ii)
held in its own portfolio, whichever standard is higher, (b) with a view to
(i) the timely recovery of all Scheduled Payments of principal and interest
under the Serviced Mortgage Loans, (ii) in the case of the Special Servicer,
if a Serviced Mortgage Loan comes into and continues in default, the
maximization of the recovery on that Serviced Mortgage Loan to the
Certificateholders or, in the case of any Loan Combination, to the
Certificateholders and the related Non-Trust Noteholder(s) (as a collective
whole) on a net present value basis (the relevant discounting of anticipated
collections to be performed at the related Mortgage Rate) and (iii) the best
interests of the Certificateholders and the Trust Fund (or, in the case of any
Loan Combination, the Certificateholders, the Trust Fund and the related
Non-Trust Noteholder(s), taking into account, if applicable and to the extent
consistent with the related Loan Combination Intercreditor Agreement and the
related Mortgage Loan documents, the subordinate nature of the related
Non-Trust Loan or, if the [Blackacre] Loan Combination is being serviced
hereunder pursuant to Section 3.28, the related [Blackacre] Subordinate
Non-Trust Loan(s), as the case may be), and (c) without regard to (i) any
relationship that the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof may have with the related Mortgagor (or any
Affiliate thereof), the Depositor, any Mortgage Loan Seller, or any other
party to the transactions contemplated hereby; (ii) the ownership of any
Certificate by the Master Servicer or the Special Servicer, as the case may
be, or by any Affiliate thereof; (iii) the right of the Master Servicer or the
Special Servicer, as the case may be, to receive compensation or other fees
for its services rendered pursuant to this Agreement; (iv) the obligations of
the Master Servicer or the Special Servicer, as the case may be, to make
Advances; (v) the ownership, servicing or management by the Master Servicer or
the Special Servicer or any Affiliate thereof for others of any other mortgage
loans or mortgaged property not included in or securing, as the case may be,
the Mortgage Pool; (vi) any obligation of the Master Servicer or any Affiliate
of the Master Servicer to repurchase or substitute a Mortgage Loan as a
Mortgage Loan Seller; (vii) any obligation of the Master Servicer or any
Affiliate of the Master Servicer to cure a breach of a representation and
warranty with respect to a Mortgage Loan; and (viii) any debt the Master
Servicer or Special Servicer or any Affiliate of either has extended to any
Mortgagor or any Affiliate thereof.

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

     "Significant Mortgage Loan": At any time of determination, any Mortgage
Loan that (1) has a principal balance of $20,000,000 or more at the time of
determination or has, whether (a) individually, (b) as part of a Crossed Loan
Group or (c) as part of a group of Mortgage Loans made to affiliated
Mortgagors, a principal balance that is equal to or greater than 5% or more of
the aggregate outstanding principal balance of the Mortgage Pool at the time
of determination or (2) is one of the 10 largest Mortgage Loans (which for the
purposes of this definition shall include Crossed Loan Groups and groups of
Mortgage Loans made to affiliated Mortgagors) by outstanding principal balance
at such time.


                                     -71-
<PAGE>


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

     "Sole Certificate Owner": As defined in Section 9.01.

     "Special Servicer": [Name of Special Servicer], or any successor in
interest thereto, or any successor special servicer appointed as herein
provided.

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

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

     "Specially Designated Mortgage Loan Documents": With respect to any Trust
Mortgage Loan, the following documents collectively:

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

          (ii) an original or a copy of the Mortgage (with or without
     recording information);

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

          (iv) an original or a copy of any Ground Lease or ground lessor
     estoppel; and

          (v) a copy of any letter of credit relating to the Trust Mortgage
     Loan;

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a
Custodian on its behalf, such term, with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (iv) and (v) of this definition, shall be deemed to
include such documents only to the extent the Trustee or a Custodian on its
behalf has actual knowledge of their existence; and provided, further, that
the only Specially Designated Mortgage Loan Document with respect to the
[Blackacre] Trust Mortgage Loan shall be the document described in clause (i)
of this definition.

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

          (a) the related Mortgagor shall have failed to make when due any
     Periodic Payment, including a Balloon Payment, and the failure continues
     unremedied--


                                     -72-
<PAGE>


          (i)  except in the case of a Balloon Payment, for 60 days; or

          (ii) solely in the case of a delinquent Balloon Payment, for one
               day, unless the related Mortgagor delivers, prior to the Due
               Date for such Balloon Payment, written evidence from an
               institutional lender of such lender's binding commitment to
               refinance such Mortgage Loan, then for such longer period
               beyond such Mortgage Loan's maturity date ending on the earlier
               of (a) 60 days after the related Maturity Date and (B) the
               expiration of the refinancing commitment; or

          (b) the Master Servicer or, with the consent of the Controlling
     Class Representative, the Special Servicer shall have determined, in its
     reasonable judgment (exercised in accordance with the Servicing
     Standard), based on, among other things, communications with the related
     Mortgagor, that a default in making a Periodic Payment (including a
     Balloon Payment) or a default (other than an Acceptable Insurance Default
     or a default described in clause (a) above) that may materially impair
     the value of the Mortgaged Property as security for the Mortgage Loan, is
     in each case likely to occur and is likely to remain unremedied for at
     least 60 days; or

          (c) the Master Servicer or, with the consent of the Controlling
     Class Representative, the Special Servicer shall have determined, in its
     reasonable judgment (exercised in accordance with the Servicing
     Standard), that a default (other than an Acceptable Insurance Default or
     a default described in clause (a) above) has occurred that may materially
     impair the value of the Mortgaged Property as security for the Mortgage
     Loan and the default continues unremedied beyond the applicable grace
     period under the terms of the Mortgage Loan (or, if no grace period is
     specified, for 60 days, provided that a default that gives rise to an
     acceleration right without any grace period shall be deemed to have a
     grace period equal to zero); or

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

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

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


                                     -73-
<PAGE>


provided, however, that a Serviced Mortgage Loan will cease to be a Specially
Serviced Mortgage Loan:

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

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

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

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

so long as at that time no other circumstance identified in clauses (a)
through (g) above exists that would otherwise cause such Serviced Mortgage
Loan to continue to be characterized as a Specially Serviced Mortgage Loan.

     During any time an entire Loan Combination is serviced and administered
pursuant to this Agreement, if a Servicing Transfer Event exists with respect
to one Mortgage Loan in such Loan Combination, it will also be considered to
exist for the other Mortgage Loan(s) in such Loan Combination; provided that,
if the [Blackacre] Loan Combination is being serviced hereunder pursuant to
Section 3.28 and a [Blackacre] Subordinate Noteholder prevents the occurrence
of a Servicing Transfer Event with respect to the [Blackacre] Trust Mortgage
Loan through the exercise of cure rights as set forth in the [Blackacre]
Intercreditor Agreement, then the existence of such Servicing Transfer Event
with respect to one or more of the [Blackacre] Subordinate Non-Trust Loans
shall not, in and of itself, result in the existence of a Servicing Transfer
Event with respect to the [Blackacre] Trust Mortgage Loan or cause the
servicing of the [Blackacre] Loan Combination to be transferred to the Special
Servicer, unless a separate Servicing Transfer Event has occurred with respect
thereto.

     The [Blackacre] Trust Mortgage Loan shall not constitute a Specially
Serviced Mortgage Loan hereunder if it is not being serviced hereunder
pursuant to Section 3.28.

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

     "State and Local Taxes": Taxes imposed by the states of New York, [states
of formation and/or incorporation of other parties to this Agreement] and by
any other state or local taxing authorities as may, by notice to the Trustee,
assert jurisdiction over the Trust Fund or any portion thereof, or which,
according to an Opinion of Counsel addressed to the Trustee, have such
jurisdiction.


                                     -74-
<PAGE>


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

     "Stated Principal Balance": With respect to any Trust Mortgage Loan as of
any date of determination, an amount (which amount shall not be less than
zero) equal to (x) the Cut-off Date Balance of such Trust Mortgage Loan (or,
in the case of a Qualified Substitute Mortgage Loan that is a Trust Mortgage
Loan, the unpaid principal balance thereof after application of all principal
payments due on or before the related date of substitution, whether or not
received), permanently reduced on each Distribution Date, to not less than
zero, by (y) the sum of:

          (i) all payments and other collections of principal, if any, with
     respect to such Trust Mortgage Loan that are included as part of the
     Principal Distribution Amount for such Distribution Date pursuant to
     clause(s) (a), (b), (c) and/or (d) of, and without regard to the provisos
     to, the definition of "Principal Distribution Amount";

          (ii) any other amount received with respect to such Trust Mortgage
     Loan during the related Collection Period that is not included among the
     payments and other collections of principal described in the immediately
     preceding clause (i), as to which there is not and never has been an
     outstanding P&I Advance and that is actually applied in reduction of the
     amount of principal owing from the related Mortgagor;

          (iii) any amount of reduction in the outstanding principal balance
     of such Trust Mortgage Loan resulting from a Deficient Valuation that
     occurred during the related Collection Period; and

          (iv) any related Realized Loss (other than any such loss resulting
     from a Deficient Valuation) incurred during the related Collection Period
     that represents a loss of principal with respect to that Trust Mortgage
     Loan.

     With respect to any Trust REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Trust
Mortgage Loan as of the date of the related REO Acquisition, permanently
reduced on each subsequent Distribution Date, to not less than zero, by (y)
the sum of:

          (a) all amounts, if any, collected with respect to the related REO
     Property that are allocable as principal of the subject Trust REO Loan
     and that are included as part of the Principal Distribution Amount for
     such Distribution Date pursuant to clause (e) and/or clause (f) of, and
     without regard to the provisos to, the definition of "Principal
     Distribution Amount"; and

          (b) any related Realized Losses incurred during the related
     Collection Period that represents a loss of principal with respect to the
     subject Trust REO Loan.


                                     -75-
<PAGE>


     A Trust Mortgage Loan or a Trust REO Loan shall be deemed to be part of
the Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no
such payments or other proceeds are received in connection with such
Liquidation Event, would have been) distributed to Certificateholders.

     If the [Blackacre] Loan Combination is being serviced hereunder pursuant
to Section 3.28, the Stated Principal Balance with respect to each [Blackacre]
Subordinate Non-Trust Loan or any successor REO Loan with respect thereto, as
of any date of determination, shall be (1) the Cut-off Date Balance of such
Mortgage Loan, as permanently reduced on each [Blackacre] Early Remittance
Date to not less than zero, by (2) the sum of (A) any amounts received during
the related Collection Period that are allocable as principal of such
Non-Trust Loan or any successor REO Loan with respect thereto and (B) any
Realized Losses incurred with respect to such Non-Trust Loan or any successor
REO Loan during the related Collection Period that represent a loss of
principal with respect thereto (including as a result of a Deficient
Valuation).

     With respect to a Non-Trust Loan (other than a [Blackacre] Subordinate
Non-Trust Loan) or any successor REO Loan with respect thereto on any date of
determination, the Stated Principal Balance shall equal the unpaid principal
balance of such Non-Trust Loan or the deemed unpaid principal balance of such
successor REO Loan.

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

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

     "Sub-Servicing Function Participant": Any Person (including a
Sub-Servicer) that is not a party hereto, but is [(on behalf of a party hereto)]
performing activities with respect to the Trust Fund that address the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the
Mortgage Pool (by balance).

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


                                     -76-
<PAGE>


     "Tax Matters Person": With respect to each of the REMICs created
hereunder, the Person designated as the "tax matters person" of such REMIC in
the manner provided under Treasury Regulations Section 1.860F-4(d), which
Person shall be the applicable Plurality Residual Certificateholder.

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

     "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 hereunder.

     "Trust ARD Loan": Any Trust Mortgage Loan that is an ARD Loan.

     "Trust Balloon Loan": Any Trust Mortgage Loan that is a Balloon Loan.

     "Trust Corrected Mortgage Loan": Any Trust Mortgage Loan that is a
Corrected Mortgage Loan.

     "Trust Defaulted Mortgage Loan": Any Trust Mortgage Loan that is a
Defaulted Mortgage Loan.

     "Trust Defeasance Mortgage Loan": Any Trust Mortgage Loan that is a
Defeasance Loan.

     "Trust Fund": Collectively, (i) all of the assets of REMIC I and REMIC
II, (ii) the Grantor Trust Z Assets, and (iii) the Grantor Trust E Assets.

     "Trust Mortgage Loan": Each of the mortgage loans, including any A-Note
Trust Mortgage Loan and the [Blackacre] Trust Mortgage Loan, transferred and
assigned to the Trust Fund


                                     -77-
<PAGE>


pursuant to Section 2.01 and listed on the Mortgage Loan Schedule and from
time to time held in the Trust Fund.

     "Trust Required Appraisal Mortgage Loan": Any Trust Mortgage Loan or
Trust REO Loan that is a Required Appraisal Mortgage Loan.

     "Trust REO Loan": Any REO Loan that succeeded a Trust Mortgage Loan.

     "Trust Specially Serviced Mortgage Loan": Any Trust Mortgage Loan that is
a Specially Serviced Mortgage Loan.

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

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

     "Trustee Fee Rate": _________% per annum.

     "Trustee Investment Period": With respect to any Distribution Date, the
period commencing on the day immediately following the preceding Distribution
Date (or, in the case of the initial Distribution Date, commencing on the
Closing Date) and ending on and including the subject Distribution Date.

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

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

     "Underwriter": Each of MLPF&S, _________ and __________________ or in
each case, its respective successor in interest.

     "United States Tax Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
whose income from sources without the United States is includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise 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 (or to
the extent provided in the Treasury regulations, if the trust was in existence
on August 20, 1996 and elected to be treated as a United States person), all
within the meaning of Section 7701(a)(30) of the Code.

     "Unliquidated Advance": Any Advance previously made by a party hereto
that (i) is not a Nonrecoverable Advance, (ii) has been previously reimbursed
to the party that made the Advance as a


                                     -78-
<PAGE>


Workout-Delayed Reimbursement Amount pursuant to Section 3.05(a)(vii) out of
principal collections on other Trust Mortgage Loans and (iii) was originally
made with respect to an item that has not been subsequently recovered out of
collections on or proceeds of the related Trust Mortgage Loan or any related
REO Property (and provided that no Liquidation Event has occurred with respect
to the related Trust Mortgage Loan or any related REO Property).

     "Unrestricted Servicer Reports": Collectively, the CMSA Delinquent Loan
Status Report, the CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, the CMSA Historical Liquidation Report, the CMSA REO Status
Report, the CMSA Advance Recovery Report and, if and to the extent filed with
the Commission, such reports and files as would, but for such filing,
constitute Restricted Servicer Reports.

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

     "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates. Ninety-eight percent (98%) of the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class A-3A, Class
A-3B, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class P and Class Q Certificates in proportion to the respective Class
Principal Balances of their Certificates. Two percent (2%) in the aggregate of
the Voting Rights shall be allocated to the Class X Certificates (allocated,
pro rata, between the Class XC and Class XP Certificates based upon their
respective Notional Amounts). The Class Z and the Residual Certificates shall
have no voting rights. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
standard proportion to the Percentage Interests evidenced by their respective
Certificates. In addition, if the Master Servicer is the holder of any
Certificates, the Master Servicer, in its capacity as a Certificateholder,
shall have no Voting Rights with respect to matters concerning compensation
affecting the Master Servicer.

     "Weighted Average Net Mortgage Pass-Through Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Pass-Through Rates applicable to the Trust Mortgage Loans and any
Trust REO Loans for such Distribution Date, weighted on the basis of their
respective Stated Principal Balances immediately following the preceding
Distribution Date (or, in the case of the initial Distribution Date, as of the
Closing Date).

     "Workout-Delayed Reimbursement Amounts": With respect to any Trust
Mortgage Loan, the amount of any Advance made with respect to such Trust
Mortgage Loan on or before the date such Trust Mortgage Loan becomes (or, but
for the making of three monthly payments under its modified terms, would then
constitute) a Trust Corrected Mortgage Loan, together with (to the extent
accrued and unpaid) interest on such Advances accruing before, on and after
such date, 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 Trust
Mortgage Loan becomes a Trust 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


                                     -79-
<PAGE>


Reimbursement Amount shall not in any manner limit the right of any Person
hereunder to determine that such amount instead constitutes a Nonrecoverable
Advance.

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

     "Workout Fee Rate": With respect to each Corrected Mortgage Loan, ___%.

     "Yield Maintenance Charge": Payments paid or payable, as the context
requires, on a Mortgage Loan as the result of a Principal Prepayment thereon,
not otherwise due thereon in respect of principal or interest, which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to compensate
the holder for reinvestment losses based on the value of an interest rate
index at or near the time of prepayment. Any other prepayment premiums,
penalties and fees not so calculated will not be considered "Yield Maintenance
Charges". In the event that a Yield Maintenance Charge shall become due for
any particular Mortgage Loan, the Master Servicer or the Special Servicer, as
applicable, shall be required to follow the terms and provisions contained in
the applicable Mortgage Note, provided, however, in the event the particular
Mortgage Note shall not specify the U.S. Treasuries which shall be used in
determining the discount rate or the reinvestment yield to be applied in such
calculation, the Master Servicer or the Special Servicer, as applicable, shall
be required to use those U.S. Treasuries having maturity dates most closely
approximating the maturity of such Mortgage Loan. Accordingly if either no
U.S. Treasury issue, or more than one U.S. Treasury issue, shall coincide with
the term over which the Yield Maintenance Charge shall be calculated (which
depending on the applicable Mortgage Note is based on the remaining average
life of the Mortgage Loan or the actual term remaining through the Maturity
Date), the Master Servicer or the Special Servicer, as applicable, shall use
the U.S. Treasury whose reinvestment yield is the lowest, with such yield
being based on the bid price for such issue as published in The Wall Street
Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = 12X ({(1+"BEY"/2)^1/6}-1) where
BEY is defined as the U.S. Treasury Reinvestment Yield which is in decimal
form and not in percentage, and 1/6 is the exponential power to which a
portion of the equation is raised. For example, using a BEY of 5.50%, the MEY
= 12 X ({(1+ .055/2)^0.16667}-1) where .055 is the decimal version of the
percentage 5.5% and 0.16667 is the decimal version of the exponential power.
The MEY in the above calculation is 5.44%.

SECTION 1.02.  Certain Adjustments to the Principal Distributions on the
               Certificates.

     (a) If any party hereto is reimbursed out of general collections on the
Mortgage Pool on deposit in the Collection Account for (i) any unreimbursed
Advance that has been or is determined to be a Nonrecoverable Advance
(together with interest accrued and payable thereon pursuant to Section
3.03(d) or Section 4.03(d), as applicable, to the extent such interest was
paid hereunder from a source other than related Default Charges) or (ii) any
Workout-Delayed Reimbursement Amount, then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made:


                                     -80-
<PAGE>


          first, out of any amounts then on deposit in the Collection Account
     that represent payments or other collections of principal received by the
     Trust with respect to the Trust Mortgage Loans and/or Trust REO Loans,
     which amounts, but for their application to reimburse such Nonrecoverable
     Advance (and/or to pay interest thereon) or to reimburse such
     Workout-Delayed Reimbursement Amount, as the case may be, would be
     included in the Available Distribution Amount for the related
     Distribution Date;

          second, solely in the case of the reimbursement of a Nonrecoverable
     Advance and/or the payment of interest thereon, out of any amounts then
     on deposit in the Collection Account that represent any other payments or
     other collections received by the Trust with respect to the Trust
     Mortgage Loans or Trust REO Loans, which amounts, but for their
     application to reimburse a Nonrecoverable Advance and/or to pay interest
     thereon, would be included in the Available Distribution Amount for the
     related Distribution Date; and

          third, solely in the case of the reimbursement of a Nonrecoverable
     Advance and/or the payment of interest thereon, out of any other amounts
     then on deposit in the Collection Account that may be available to
     reimburse the subject Nonrecoverable Advance and/or to pay interest
     thereon.

     (b) If and to the extent that any payment or other collection of
principal received on the Mortgage Pool during any Collection Period is deemed
to be applied in accordance with clause first of Section 1.02(a) to reimburse
a Nonrecoverable Advance (or to pay interest thereon) or to reimburse a
Workout-Delayed Reimbursement Amount, then the Principal Distribution Amount
for the related Distribution Date shall be reduced by the portion of such
payment or other collection of principal that, but for the application of this
Section 1.02(b), would constitute part of such Principal Distribution Amount.

     (c) If and to the extent that any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount is reimbursed or interest on any
Nonrecoverable Advance is paid out of payments or other collections of
principal received on the Mortgage Pool (with a corresponding reduction to the
Principal Distribution Amount), and further if and to the extent that the
particular item for which such Advance was originally made or such
Workout-Delayed Reimbursement Amount is outstanding is subsequently collected
out of payments or other collections in respect of the related Trust Mortgage
Loan or Trust REO Loan (such item, upon collection, a "Recovered Amount"),
then (without duplication of amounts already included therein) the Principal
Distribution Amount for the Distribution Date that corresponds to the
Collection Period in which such Recovered Amount was received, shall be
increased by an amount equal to the lesser of (A) such Recovered Amount and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date pursuant to Section 1.02(b) above resulting from the
reimbursement of the subject Nonrecoverable Advance (and/or the payment of
interest thereon) or the reimbursement of the subject Workout-Delayed
Reimbursement Amount, as the case may be.

     (d) For purposes of making the adjustments to the Principal Distribution
Amount for each Distribution Date contemplated by this Section 1.02, that
amount shall be calculated in accordance with the definition thereof (without
regard to this Section 1.02) and shall thereafter be adjusted as provided in
this Section 1.02.


                                     -81-
<PAGE>


     (e) Nothing contained in this Section 1.02 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for
any unreimbursed Advances that have been or are determined to be
Nonrecoverable Advances (together with interest accrued and payable thereon
pursuant to Section 3.03(d) or Section 4.03(d)) to collections of principal
received by the Trust with respect to the Mortgage Pool; instead the order of
priority set forth in Section 1.02(a) is a deemed allocation only for purposes
of calculating distributions on the Certificates.

     (f) For purposes of this Section 1.02, notwithstanding any other
provision of this Agreement (unless the [Blackacre] Trust Mortgage Loan is
being serviced hereunder pursuant to Section 3.28), the terms "Nonrecoverable
Advance" and "Workout-Delayed Reimbursement Amount" shall include any amounts
paid by the Master Servicer pursuant to Section 3.05(a)(xviii) in
reimbursement of "Nonrecoverable Advances" and "Workout-Delayed Reimbursement
Amounts" (in each case within the meaning of the [Other Series] Pooling and
Servicing Agreement) in respect of the [Blackacre] Trust Mortgage Loan, any
successor Trust REO Loan with respect thereto or the [Blackacre] Mortgaged
Property.

     SECTION 1.03. General Interpretive Principles.

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

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

     (b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;

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

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

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

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


                                     -82-
<PAGE>


                                  ARTICLE II

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

     SECTION 2.01. Conveyance of Trust Mortgage Loans.

     (a) The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a common law trust under the laws of the State of New
York, designated as "Merrill Lynch Mortgage Trust 200_-_" and consisting of
the Trust Fund, and does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee, in trust, without recourse, for the benefit of the
Certificateholders (and for the benefit of the other parties to this Agreement
as their respective interests may appear) all the right, title and interest of
the Depositor, in, to and under (i) the Trust Mortgage Loans and all documents
included in the related Mortgage Files and Servicing Files, (ii) the rights of
the Depositor under each Mortgage Loan Purchase Agreement, (iii) the rights of
the Depositor under each Loan Combination Intercreditor Agreement, (iv) the
rights of the Depositor under the [Blackacre] Intercreditor Agreement and (v)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect
to the Trust Mortgage Loans and due after the Cut-off Date and, in the case of
each Trust Mortgage Loan that is part of a Loan Combination, is subject to the
provisions of the corresponding Loan Combination Intercreditor Agreement. The
Trustee, on behalf of the Trust, assumes the obligations of the "[Note A-2
Holder"] under the [Blackacre] Intercreditor Agreement; provided that the
Master Servicer shall, as further set forth in Article III, perform the
servicing obligations of the ["A Note Holder"] under each Loan Combination
Intercreditor Agreement that relates to an A/B Loan Combination and perform
the servicing obligations and exercise the related rights of the ["Note A-2
Holder"] under the [Blackacre] Intercreditor Agreement. The transfer of the
Trust Mortgage Loans and the related rights and property accomplished hereby
is absolute and, notwithstanding Section 11.07, is intended by the parties to
constitute a sale.

     (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above the Depositor shall direct, and hereby represents and warrants
that it has directed, the Mortgage Loan Sellers pursuant to their respective
Mortgage Loan Purchase Agreements to deliver to and deposit with, or cause to
be delivered to and deposited with, the Trustee or a Custodian appointed
thereby (with a copy to the Master Servicer and Special Servicer), on or
before the Closing Date, the Mortgage File for each Trust Mortgage Loan so
assigned. The Special Servicer may request the Master Servicer to deliver a
copy of the Servicing File for any Trust Mortgage Loan (other than a Specially
Serviced Mortgage Loan) if the Master Servicer shall not have granted the
Special Servicer electronic access to such Servicing Files. None of the
Trustee, the Fiscal Agent, any Custodian, the Master Servicer or the Special
Servicer shall be liable for any failure by any Mortgage Loan Seller or the
Depositor to comply with the document delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b).

     (c) If any Mortgage Loan Seller cannot deliver, or cause to be delivered,
on the Closing Date, as to any Serviced Trust Mortgage Loan, any of the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File", with
evidence of recording thereon, solely because of a delay caused by the public
recording office where such document or instrument has been delivered for
recordation, the delivery requirements of the related Mortgage Loan Purchase
Agreement and Section 2.01(b) shall be deemed to have been satisfied as to
such non-delivered document or


                                      -83-
<PAGE>

instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, if a photocopy of such non-delivered
document or instrument (certified by the applicable Mortgage Loan Seller to be a
true and complete copy of the original thereof submitted for recording) is
delivered to the Trustee or a Custodian appointed thereby on or before the
Closing Date, and either the original of such non-delivered document or
instrument, or a photocopy thereof, with evidence of recording or filing as
applicable, thereon, is delivered to the Trustee or such Custodian within 120
days of the Closing Date (or within such longer period after the Closing Date as
the Trustee may consent to, which consent shall not be unreasonably withheld so
long as the applicable Mortgage Loan Seller is, in good faith, attempting to
obtain from the appropriate county recorder's office such original or photocopy,
as evidenced by an officer's certificate). If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Serviced Trust
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(a)(ii), (a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of
"Mortgage File," with evidence of recording or filing as applicable, thereon,
for any other reason, including, without limitation, that such non-delivered
document or instrument has been lost, the delivery requirements of the related
Mortgage Loan Purchase Agreement and Section 2.01(b) shall be deemed to have
been satisfied as to such non-delivered document or instrument and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided that a photocopy of such non-delivered document or
instrument (with evidence of recording in the proper office thereon and with
respect to the item referred to in clause (a)(ii) of the definition of "Mortgage
File", certified by the appropriate county recorder's office to be a true and
complete copy of the original submitted for recording) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date.

     If, on the Closing Date as to any Serviced Trust Mortgage Loan, the
applicable Mortgage Loan Seller does not deliver in complete and recordable
form any one of the assignments in favor of the Trustee referred to in clause
(a)(iv) or (a)(v) of the definition of "Mortgage File" (in the case of clause
(a)(iv) solely because of a delay caused by the recording office where such
document or instrument has been delivered for recordation), the applicable
Mortgage Loan Seller may provisionally satisfy the delivery requirements of
the related Mortgage Loan Purchase Agreement and Section 2.01(b) by delivering
with respect to such Serviced Trust Mortgage Loan on the Closing Date an
omnibus assignment of such Serviced Trust Mortgage Loan; provided that all
required original assignments with respect to such Serviced Trust Mortgage
Loan in fully complete and recordable form shall be delivered to the Trustee
or its Custodian within 120 days of the Closing Date (or within such longer
period, not to exceed 18 months, as the Trustee in its reasonable discretion
may permit so long as the applicable Mortgage Loan Seller is, as certified in
writing to the Trustee no less often than every 90 days, attempting in good
faith to obtain from the appropriate county recorder's office such original or
photocopy).

     (d) The Trustee shall, for a fee paid to the Trustee by [applicable
Mortgage Loan Seller(s)] on the Closing Date as to each Serviced Trust
Mortgage Loan that is an [applicable Mortgage Loan Seller(s)] Trust Mortgage
Loan, promptly (and in any event within 90 days following the later of the
Closing Date or the delivery of each assignment and UCC Financing Statement to
the Trustee) cause to be submitted for recording or filing, as the case may
be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate and to the extent timely delivered to the
Trustee in final, recordable form, each such assignment of Mortgage, each such
assignment of Assignment of Leases and, to the extent the Trustee has actual
knowledge that such documents are to be recorded, any other recordable
documents relating to each such Trust Mortgage Loan, in favor of the Trustee
referred to in clause (a)(iv) of the definition of "Mortgage File" and each
such UCC Financing


                                      -84-
<PAGE>

Statement assignment in favor of the Trustee and so delivered to the Trustee and
referred to in clause (a)(viii) of the definition of "Mortgage File." Each such
assignment and UCC Financing Statement assignment shall reflect that the
recorded original should be returned by the public recording office to the
Trustee or its designee following recording, and each such assignment and UCC
Financing Statement assignment shall reflect that the file copy thereof should
be returned to the Trustee or its designee following filing; provided, that in
those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall
obtain therefrom a certified copy of the recorded original, at the expense of
[applicable Mortgage Loan Seller(s)]. 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 [applicable Mortgage Loan Seller(s)], pursuant
to the applicable Mortgage Loan Purchase Agreement, to promptly prepare or cause
to be prepared a substitute therefor or cure such defect, as the case may be,
and thereafter the Trustee shall, upon receipt thereof, cause the same to be
duly recorded or filed, as appropriate. Upon request, the Trustee shall forward
to the Master Servicer a copy of each of the aforementioned recorded assignments
following the Trustee's receipt thereof, to the extent not previously provided.

     The Depositor hereby represents and warrants that with respect to the
Merrill Trust Mortgage Loans and the [applicable Mortgage Loan Seller(s)] Trust
Mortgage Loans, the related Mortgage Loan Seller has each covenanted in the
related Mortgage Loan Purchase Agreement that it shall retain or cause to be
retained, an Independent Person (such Person, the "Recording/Filing Agent") that
shall, as to each such Serviced Trust Mortgage Loan, promptly (and in any event
within 90 days following the later of the Closing Date or the delivery of each
assignment and UCC Financing Statement to the Recording/Filing Agent) cause to
be submitted, for recording or filing, as the case may be, in the appropriate
public office for real property records or UCC Financing Statements, each such
assignment of Mortgage, each such assignment of Assignment of Leases and any
other recordable documents relating to each such Trust Mortgage Loan in favor of
the Trustee that is referred to in clause (a)(iv) of the definition of "Mortgage
File" and each such UCC Financing Statement assignment in favor of the Trustee
that is referred to in clause (a)(viii) of the definition of "Mortgage File," in
each case pursuant to Section 2(d) of the related Mortgage Loan Purchase
Agreement.

     (e) All documents and records in the Servicing File (except draft
documents, privileged communications, credit underwriting or due diligence
analyses, credit committee briefs or memoranda or other internal approval
documents or data or internal worksheets, memoranda, communications or
evaluations of the Mortgage Loan Seller) in possession of the Depositor or the
Mortgage Loan Sellers that relate to the Serviced Trust Mortgage Loans and that
are not required to be a part of a Mortgage File in accordance with the
definition thereof (including any original letter of credit that is not part of
the Mortgage File because the Master Servicer or any Sub-Servicer therefor has
possession thereof), together with all Escrow Payments and Reserve Accounts in
the possession thereof, shall be delivered to the Master Servicer or such other
Person as may be directed by the Master Servicer (at the expense of the
applicable Mortgage Loan Seller) on or before the Closing Date and shall be held
by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders; provided, however, the Master Servicer shall have no
responsibility for holding documents created or maintained by the Special
Servicer hereunder and not delivered to the Master Servicer. The applicable
Mortgage Loan Seller shall pay any costs of assignment or amendment of any
letter of credit related to the Trust Mortgage Loans such Mortgage Loan Seller
sold to the Depositor required in order for the Master Servicer to draw on such
letter of credit.


                                      -85-
<PAGE>


     [The Master Servicer hereby acknowledges the receipt by it of the Closing
Date Deposits. The Master Servicer shall hold the Closing Date Deposits in the
Collection Account and shall include the Closing Date Deposits in the amounts it
is required to remit to the Trustee on the initial P&I Advance Date. The Closing
Date Deposits shall remain uninvested.]

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

     (g) The Depositor hereby consents to the filing of any UCC Financing
Statements contemplated by this Agreement without its consent.

     (h) It is the intention of the parties hereto that a common law trust be
established pursuant to this Agreement and the laws of the State of New York and
that such trust be designated as "Merrill Lynch Mortgage Trust 200_-C_". [Name
of Trustee] is hereby appointed, and does hereby agree, to act as the initial
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. Except
as expressly provided herein, the Trust may not issue or invest in additional
securities, borrow money or make loans to other Persons. The Trust Fund shall
constitute the sole assets of the Trust. The fiscal year end of the Trust shall
be December 31.

     SECTION 2.02. Acceptance of the Trust Fund by Trustee.

     (a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File" and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the Mortgage File
delivered to it for each Trust Mortgage Loan and (ii) a copy of a fully executed
counterpart of each Mortgage Loan Purchase Agreement, all in good faith and
without notice of any adverse claim, and declares that it or a Custodian on its
behalf holds and will hold such documents and the other documents received by it
that constitute portions of the Mortgage Files, and that it holds and will hold
the Trust Mortgage Loans and other assets included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
To the extent that the Mortgage File for a Trust Mortgage Loan that is part of a
Loan Combination relates to the corresponding Non-Trust Loan, the Trustee shall
also hold such Mortgage File in trust for the use and benefit of the related
Non-Trust Noteholder(s). The Trustee hereby certifies to each of the Depositor,
the Master Servicer, the Special Servicer and each Mortgage Loan Seller that,
without regard to the proviso in the definition of "Mortgage File", each of the
Specially Designated Mortgage Loan Documents are in its possession. In addition,
within 90 days after the Closing Date, the Trustee or the Custodian on its
behalf will review the Mortgage Files and certify (in a certificate
substantially in the form of Exhibit C) to each of the Depositor, the Master
Servicer, the Special Servicer, each Mortgage Loan Seller (with copies to the
Controlling Class Representative), that, with respect to each Trust Mortgage
Loan listed in the Mortgage Loan Schedule, except as specifically identified in
the schedule of exceptions annexed thereto, (i) without regard to the proviso in
the definition of "Mortgage File," all documents specified in clauses


                                      -86-
<PAGE>


(a)(i), (a)(ii), (a)(iv)(a), (a)(v), (a)(vii) and (b)(i), and to the extent
provided in the related Mortgage File and actually known by a Responsible
Officer of the Trustee or the Custodian to be required or to the extent listed
on the Mortgage Loan checklist, if any, provided by the related Mortgage Loan
Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses
(a)(iii), (a)(iv)(b), (a)(iv)(c), (a)(vi), (a)(viii) and (a)(ix) through
(a)(xii) and (b) (ii) of the definition of "Mortgage File" are in its
possession, (ii) all documents delivered or caused to be delivered with respect
to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the
related Mortgage File have been reviewed by it and appear regular on their face,
appear to be executed and appear to relate to such Trust Mortgage Loan, and
(iii) based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan
with respect to the items specified in clauses (v) and (vi)(c) of the definition
of "Mortgage Loan Schedule" is correct. Further, with respect to the documents
described in clause (a)(viii) of the definition of Mortgage File, absent actual
knowledge of a Responsible Officer to the contrary or copies of UCC Financing
Statements delivered to the Trustee as part of the Mortgage File indicating
otherwise, the Trustee may assume, for purposes of the certification delivered
in this Section 2.02(a), that the related Mortgage File should include one state
level UCC Financing Statement filing and one local UCC Financing Statement
fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan
that has two or more Mortgagors, for each Mortgagor). Amendments with respect to
the UCC Financing Statements to be assigned to the Trust, assigning such UCC
Financing Statements to the Trust, will be delivered on the new national forms
and in recordable form and will be filed in the state of incorporation or
organization of the related Mortgagor as so indicated on the documents provided.
If any exceptions are noted to the certification delivered to the
above-mentioned recipients substantially in the form of Exhibit C, the Trustee
shall, every 90 days after the delivery of such certification until the second
anniversary of the Closing Date, and every 180 days thereafter until the fifth
anniversary of the Closing Date, and thereafter upon request by any party
hereto, any Mortgage Loan Seller or the Plurality Subordinate Certificateholder,
distribute an updated exception report to such recipients; provided that, by
delivery of each such updated exception report, the Trustee shall be deemed to
have made the certifications provided for in Exhibit C as to each Mortgage Loan
or each applicable document (that is to be covered by a certification in the
form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not
identified in such updated exception report.

     (b) None of the Trustee, the Fiscal Agent, the Master Servicer, the Special
Servicer or any Custodian is under any duty or obligation to inspect, review or
examine any of the documents, instruments, certificates or other papers relating
to the Trust Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, enforceable, in recordable form, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face.

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

     (a) If any party hereto discovers (without implying any duty of such Person
to make any inquiry) or receives notice that any document or documents
constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has
not been properly executed, is missing (beyond the time period required for its
delivery hereunder), contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule, or does not appear to be regular on its face (each, a "Document
Defect"), or discovers (without implying any duty of such Person to make any
inquiry) or receives notice of a breach of any representation or warranty
relating to


                                      -87-
<PAGE>


any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase
Agreement (a "Breach"), the party discovering such Document Defect or Breach
shall give written notice (which notice, in respect of any obligation of the
Trustee to provide notice of a Document Defect, shall be deemed given by the
delivery of the certificate as required by Section 2.02(a)) to the applicable
Mortgage Loan Seller and the other parties hereto. The Trustee shall then
promptly deliver such notice to the Controlling Class Representative and to the
Rating Agencies of such Document Defect or Breach. Promptly upon becoming aware
of any Document Defect or Breach (including through such written notice provided
by any party hereto or the Controlling Class Representative as provided above),
if any party hereto determines that such Document Defect or Breach materially
and adversely affects the value of the affected Trust Mortgage Loan or the
interests of the Certificateholders therein, such party shall notify the Master
Servicer and, if the subject Trust Mortgage Loan is a Specially Serviced
Mortgage Loan, the Special Servicer, of such determination and promptly after
receipt of such notice, the Master Servicer or the Special Servicer, as
applicable, shall request in writing that the applicable Mortgage Loan Seller,
not later than 90 days from receipt of such written request (or, in the case of
a Document Defect or Breach relating to a Trust Mortgage Loan not being a
"qualified mortgage" within the meaning of the REMIC Provisions, not later than
90 days after any party to this Agreement discovers such Document Defect or
Breach) (i) cure such Document Defect or Breach, as the case may be, in
accordance with Section 3(c) of the related Mortgage Loan Purchase Agreement,
(ii) repurchase the affected Trust Mortgage Loan (which for purposes of this
clause (ii) shall include a Trust REO Loan) in accordance with Section 3(c) of
the related Mortgage Loan Purchase Agreement, or (iii) within two years of the
Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected
Trust Mortgage Loan (which for purposes of this clause (iii) shall include a
Trust REO Loan) and pay the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount in connection therewith in accordance
with Sections 3(c) and 3(d) of the related Mortgage Loan Purchase Agreement;
provided, however, that if such Document Defect or Breach is capable of being
cured but not within such 90 day period, such Document Defect or Breach does not
relate to the Trust Mortgage Loan not being treated as a "qualified mortgage"
within the meaning of the REMIC Provisions, and the applicable Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Document
Defect or Breach within such 90 day period, the applicable Mortgage Loan Seller
shall have an additional 90 days to complete such cure (or, failing such cure,
to repurchase or (subject to clause (iii) above) replace the related Trust
Mortgage Loan (which for purposes of such repurchase or substitution shall
include a Trust REO Loan)); and provided, further, with respect to such
additional 90 day period the applicable Mortgage Loan Seller shall have
delivered an Officer's Certificate to the Trustee setting forth the reasons such
Document Defect or Breach is not capable of being cured within the initial 90
day period and what actions the applicable Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that the applicable Mortgage Loan
Seller anticipates such Document Defect or Breach will be cured within the
additional 90 day period. In the event of a Document Defect or Breach as to a
Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or
more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a
"Crossed Loan Group"), and such Document Defect or Breach does not constitute a
Document Defect or Breach, as the case may be, as to any other Crossed Loan in
such Crossed Loan Group (without regard to this paragraph) and is not cured as
provided for above, then the applicable Document Defect or Breach, as the case
may be, shall be deemed to constitute a Document Defect or Breach, as the case
may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of
this paragraph and the related Mortgage Loan Seller shall be required to
repurchase or substitute for all such Crossed Loans unless (1) the weighted
average Debt Service Coverage Ratio for all the remaining related Crossed Loans
for the four calendar quarters immediately preceding such repurchase or
substitution is not less than the weighted average Debt


                                      -88-
<PAGE>


Service Coverage Ratio for all such related Crossed Loans including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average Loan-to-Value Ratio for
the remaining related Crossed Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Special Servicer at the
expense of the related Mortgage Loan Seller shall not be greater than the
weighted average Loan-to-Value Ratio for all such related Crossed Loans,
including the affected Crossed Loan determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Special Servicer at the
expense of the related Mortgage Loan Seller; provided that if such criteria is
satisfied and any Crossed Loan is not so repurchased or substituted, then such
Crossed Loan shall be released from its cross-collateralization and cross
default provision so long as such Crossed Loan (that is not the Crossed Loan
directly affected by the subject Document Defect or Breach) is held in the Trust
Fund; provided, further, that the repurchase or replacement of less than all
such Crossed Loans and the release from the cross-collateralization and
cross-default provision shall be subject to the delivery by the Mortgage Loan
Seller to the Trustee, at the expense of the Mortgage Loan Seller, of an Opinion
of Counsel to the effect that such release would not cause either of REMIC I or
REMIC II to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions. In the event that one or more of such
other Crossed Loans satisfy the aforementioned criteria, the related Mortgage
Loan Seller may elect either to repurchase or substitute for only the affected
Crossed Loan as to which the related Document Defect or Breach exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Loan Group. All documentation relating to the termination of the
cross-collateralization provisions of each Crossed Loan being repurchased or
replaced is to be prepared at the expense of the applicable Mortgage Loan Seller
and, where required, with the consent of the applicable Mortgagor. For a period
of two years from the Closing Date, so long as there remains any Mortgage File
as to which there is any uncured Document Defect and so long as the applicable
Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section
3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a
quarterly basis prepare and deliver electronically to the other parties an
updated exception report as to the status of such uncured Document Defects as
provided in Section 2.02(a). If the affected Trust Mortgage Loan is to be
repurchased or substituted, the Master Servicer shall designate the Collection
Account as the account to which funds in the amount of the Purchase Price or the
Substitution Shortfall Amount, as applicable, are to be wired. Any such
repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan,
servicing released basis.

     Pursuant to each Mortgage Loan Purchase Agreement, to the extent that the
related Mortgage Loan Seller is required to repurchase or substitute for a
Crossed Loan thereunder while the Trustee continues to hold any other Crossed
Loan(s) in the related Crossed Loan Group, the related Mortgage Loan Seller and
the Depositor have agreed that neither such party shall enforce any remedies
against the other party's Primary Collateral, but each is permitted to exercise
remedies against the Primary Collateral securing the Crossed Loan(s) held
thereby, so long as such exercise does not materially impair the ability of the
other party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby. Notwithstanding the foregoing, each Mortgage Loan
Seller and the Depositor have agreed that if the exercise by one party would
materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Loan(s) held by such
party, then each such party shall forbear from exercising such remedies until
the Mortgage Loan documents evidencing and securing the relevant Crossed Loans
can be modified in a manner consistent with the related Mortgage Loan Purchase
Agreement to remove the threat of material impairment as a result of the
exercise of remedies.


                                      -89-
<PAGE>


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

     (c) No substitution of a Qualified Substitute Mortgage Loan or Loans may be
made in any calendar month after the Determination Date for such month. Periodic
Payments due with respect to any Qualified Substitute Mortgage Loan after the
related date of substitution shall be part of REMIC I, as applicable. No
substitution of a Qualified Substitute Mortgage Loan for a deleted Trust
Mortgage Loan shall be permitted under this Agreement if after such
substitution, the aggregate of the Stated Principal Balances of all Qualified
Substitute Mortgage Loans which have been substituted for deleted Trust Mortgage
Loans exceeds 10% of the aggregate Cut-off Date Balance of all the Trust
Mortgage Loans. Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan on or prior to the related date of substitution shall not be part
of the Trust Fund or REMIC I and will (to the extent received by the Master
Servicer) be remitted by the Master Servicer to the applicable Mortgage Loan
Seller promptly following receipt.

     (d) The Mortgage Loan Purchase Agreements and Section 2.03(a) of this
Agreement provide the sole remedies available to the Certificateholders, or the
Trustee on behalf of the

                                      -90-
<PAGE>


Certificateholders, respecting any Document Defect or Breach with respect to the
Trust Mortgage Loans purchased by the Depositor thereunder.

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

     Notwithstanding anything contained herein or the related Mortgage Loan
Purchase Agreement, no delay in the discovery of a Defect or Breach or delay on
the part of any party to this Agreement in providing notice of such Defect or
Breach shall relieve the related Mortgage Loan Seller of its obligations to
repurchase or substitute if it is otherwise required to do so under the related
Mortgage Loan Purchase Agreement.

     If the applicable Mortgage Loan Seller incurs any expense in connection
with the curing of a Document Defect or a Breach which also constitutes a
default under the related Trust Mortgage Loan and is reimbursable thereunder,
such Mortgage Loan Seller shall have a right, and shall be subrogated to the
rights of the Trustee and the Trust Fund, as successor to the mortgagee, to
recover the amount of such expenses from the related Mortgagor; provided,
however, that such Trust Mortgage Loan Seller's rights pursuant to this
paragraph shall be junior, subject and subordinate to the rights of the Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent and the Trust Fund
to recover amounts owed by the related Mortgagor under the terms of such Trust
Mortgage Loan, including the rights to recover unreimbursed Advances, accrued
and unpaid interest on Advances at the Reimbursement Rate and unpaid or
unreimbursed expenses of the Trustee, the Fiscal Agent, the Trust Fund, the
Master Servicer or the Special Servicer allocable to such Trust Mortgage Loan.
The Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the
Special Servicer, at such Mortgage Loan Seller's expense, shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standard, but taking into account the subordinate
nature of the reimbursement to the Mortgage Loan Seller; provided, however, that
the Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the
Special Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Master
Servicer's and/or the Special Servicer's collection or recovery of principal,
interest and other sums due with respect to the related Trust Mortgage Loan
which would otherwise be payable to the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent, and the Certificateholders pursuant to the terms
of this Agreement.

     SECTION 2.04. Representations and Warranties of Depositor.

     (a) The Depositor hereby represents and warrants to the Trustee, for its
own benefit and the benefit of the Certificateholders, and to the Master
Servicer, the Special Servicer and the Fiscal Agent, 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, will not violate the Depositor's certificate of incorporation or
     bylaws or constitute a default (or an event which, with notice or lapse of
     time, or both, would constitute a default) under, or result in the breach
     of,


                                      -91-
<PAGE>


     any material agreement or other instrument to which it is a party or which
     is applicable to it or any of its assets.

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

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

          (v) The Depositor is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in the Depositor's good faith 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 Trust Mortgage Loans to the Trustee as
     contemplated herein requires no regulatory approval, other than any such
     approvals as have been obtained, and is not subject to any bulk transfer or
     similar law in effect in any applicable jurisdiction.

          (vii) No litigation is pending or, to the best of the Depositor's
     knowledge, threatened against the Depositor that, if determined adversely
     to the Depositor, would prohibit the Depositor from entering into this
     Agreement or that, in the Depositor's good faith 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 Trust Mortgage Loans
     to the Trust Fund pursuant to Section 2.01(a) of this Agreement (and
     assuming that the Mortgage Loan Sellers transferred to the Depositor good
     and marketable title to their respective Mortgage Loans free and clear of
     all liens, claims, encumbrances and other interests), (A) the Depositor had
     good and marketable title to, and was the sole owner and holder of, each
     Trust Mortgage Loan; and (B) the Depositor has full right and authority to
     sell, assign and transfer the Trust Mortgage Loans and all servicing rights
     pertaining thereto.

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

     (b) The representations and warranties of the Depositor set forth in
Section 2.04(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery


                                      -92-
<PAGE>


by any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties.

     SECTION 2.05. Acceptance of REMIC I by Trustee.

     The Trustee acknowledges the assignment to it of the Trust Mortgage Loans
and the other property comprising REMIC I, the Additional Interest and the other
property comprising Grantor Trust Z and the Excess Servicing Strip and the other
property comprising Grantor Trust E, and declares that it holds and will hold
the same in trust for the exclusive use and benefit of: in the case of REMIC I,
all present and future Holders of the Class R-I Certificates and REMIC II as the
holder of the REMIC I Regular Interests; in the case of Grantor Trust Z, all
present and future holders of the Class Z Certificates; and in the case of
Grantor Trust E, all present and future holders of the Excess Servicing Strip.

     SECTION  2.06. Execution, Authentication and Delivery of Class R-I
              Certificates.

     The Certificate Registrar, pursuant to the written request of the Depositor
executed by an officer of the Depositor, has executed, and the Authenticating
Agent has authenticated and delivered to or upon the order of the Depositor, in
exchange for the assets included in REMIC I, the Class R-I Certificates in
authorized denominations.

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

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

     SECTION  2.08. Execution, Authentication and Delivery of REMIC II
              Certificates.

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

     SECTION 2.09. Execution, Authentication and Delivery of Class Z
Certificates.

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


                                      -93-
<PAGE>


                                   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 Serviced Mortgage Loans that each is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee, for the benefit
of the Certificateholders (or, in the case of any Loan Combination, for the
benefit of the Certificateholders and the related Non-Trust Noteholder(s)) in
accordance with any and all applicable laws, the terms of this Agreement, the
terms of the respective Mortgage Loans and, in the case of a Loan Combination,
the terms of the related Loan Combination Intercreditor Agreement (which, in the
event of any conflict with this Agreement, shall control), to the extent
consistent with the foregoing, in accordance with the Servicing Standard.
Notwithstanding the foregoing, it is acknowledged and agreed for the avoidance
of doubt that, consistent with the definitions of the terms "Loan Combination"
and "Serviced Mortgage Loan", there are no Loan Combinations that are to be
serviced under this Agreement as of the Closing Date, and that any provisions of
this Agreement that relate to the Master Servicer or the Special Servicer taking
any actions with respect to a Loan Combination are to be construed accordingly.

     Without limiting the foregoing, and subject to Section 3.21, (i) the Master
Servicer shall service and administer all Serviced Mortgage Loans that are not
Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall service
and administer each Specially Serviced Mortgage Loan and REO Property and shall
render such services with respect to all Mortgage Loans and REO Properties as
are specifically provided for herein; provided that the Master Servicer shall
continue to receive payments, and prepare, or cause to be prepared, all reports
required hereunder, except for the reports specified herein, as prepared by the
Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to render
such incidental services with respect to the Specially Serviced Mortgage Loans
and REO Properties as are specifically provided for herein; provided further,
that the Master Servicer shall not be liable for its failure to comply with such
duties insofar as such failure results from a failure by the Special Servicer to
provide sufficient information to the Master Servicer to comply with such duties
or failure by the Special Servicer to otherwise comply with its obligations
hereunder. All references herein to the respective duties of the Master Servicer
and the Special Servicer, and to the areas in which they may exercise
discretion, shall be subject to Section 3.21.

     (b) Subject to Section 3.01(a), Section 6.11 and Section 6.12, the Master
Servicer and the Special Servicer each shall have full power and authority,
acting alone (or, pursuant to Section 3.22, through one or more Sub-Servicers),
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Serviced Mortgage Loans
it is obligated to service hereunder, is hereby authorized and empowered by the
Trustee and, pursuant to each Loan Combination Intercreditor Agreement, by the
related Non-Trust Noteholder(s), to execute and deliver, on behalf of the
Certificateholders, the Trustee and each such Non-Trust Noteholder, (i) any and
all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by any Mortgage or other
security


                                      -94-
<PAGE>


document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) in accordance with the Servicing Standard and subject
to Section 3.20, Section 6.11 and Section 6.12, any and all modifications,
waivers, amendments or consents to or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or
cancellation, or of partial or full release, discharge, or assignment, and all
other comparable instruments; and (iv) pledge agreements and other defeasance
documents in connection with a defeasance contemplated pursuant to Section
3.20(i). Subject to Section 3.10, the Trustee shall, at the written request of
the Master Servicer or the Special Servicer, promptly execute any limited powers
of attorney and other documents furnished by the Master Servicer or the Special
Servicer that are necessary or appropriate to enable them to carry out their
servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any misuse of any such power of attorney by
the Master Servicer or the Special Servicer. 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 (or, in the case of a Non-Trust Loan,
solely under the related Non-Trust Noteholder's name) without indicating the
Master Servicer's or 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.

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

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

     (e) Neither the Master Servicer nor the Special Servicer shall have any
liability for the failure of any Mortgage Loan Seller to perform its obligations
under the related Mortgage Loan Purchase Agreement.

     (f) The parties hereto acknowledge that each Loan Combination is subject to
the terms and conditions of the related Loan Combination Intercreditor
Agreement. The parties hereto further recognize the respective rights and
obligations of the related Non-Trust Noteholder(s) under the related Loan
Combination Intercreditor Agreement, including with respect to (i) the
allocation of collections on or in respect of the applicable Loan Combination,
and the making of payments, to such Non-Trust Noteholder(s) in accordance with
the related Loan Combination Intercreditor Agreement, (ii) the allocation of
expenses and/or losses relating to the subject Loan Combination to such
Non-Trust Noteholder(s) in accordance with the related Loan Combination
Intercreditor Agreement, and (iii) the right of a B-Noteholder or its designee
(in the case of an A/B Loan Combination) or the [Blackacre] Pari Passu
Noteholder or a [Blackacre] Subordinate Noteholder (in the case of the
[Blackacre] Loan Combination) to purchase the related Trust Mortgage Loan in
accordance with the related Loan Combination Intercreditor Agreement.


                                      -95-
<PAGE>

     (g) With respect to any Loan Combination that includes a Serviced Trust
Mortgage Loan, in the event that either the related Trust Mortgage Loan or the
related Loan Combination REO Property (or any interest therein) is no longer an
asset of the Trust Fund and, except as contemplated in the second paragraph of
this Section 3.01(g), in accordance with the related Loan Combination
Intercreditor Agreement, the servicing and administration of such Loan
Combination and any related Loan Combination REO Property are to be governed by
a separate servicing agreement and not by this Agreement, then (either (i) with
the consent or at the request of the holders of each Mortgage Loan comprising
such Loan Combination or (ii) if expressly provided for in the related Loan
Combination Intercreditor Agreement) the Master Servicer and, if such Loan
Combination is then being specially serviced hereunder or the related Loan
Combination Mortgaged Property has become a Loan Combination REO Property, the
Special Servicer, shall continue to act in such capacities under such separate
servicing agreement; provided that such separate servicing agreement shall be
reasonably acceptable to the Master Servicer and/or the Special Servicer, as the
case may be, and shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact
that such Loan Combination and the related Loan Combination Mortgaged Property
shall be the sole assets serviced and administered thereunder and the sole
source of funds thereunder.

     Further, with respect to any Loan Combination that includes a Serviced
Trust Mortgage Loan, if at any time neither the related Trust Mortgage Loan nor
any related Loan Combination REO Property (or any interest therein) is an asset
of the Trust Fund, and if a separate servicing agreement with respect to such
Loan Combination or any related Loan Combination REO Property, as applicable,
has not been entered into as contemplated by the related Loan Combination
Intercreditor Agreement and the prior paragraph (for whatever reason, including
the failure to obtain any rating agency confirmation required in connection
therewith pursuant to the related Loan Combination Intercreditor Agreement), and
notwithstanding that neither the related Trust Mortgage Loan nor any related
Loan Combination REO Property (or any interest therein) is an asset of the Trust
Fund, then, unless directed otherwise by the then current holders of the
Mortgage Notes comprising such Loan Combination, the Master Servicer and, if
applicable, the Special Servicer shall continue to service and administer such
Loan Combination and/or any related Loan Combination REO Property, for the
benefit of the respective holders of such Loan Combination, under this Agreement
as if such Loan Combination or any related Loan Combination REO Property were
the sole assets subject hereto.

     SECTION 3.02. Collection of Mortgage Loan Payments.

     (a) Each of the Master Servicer or the Special Servicer shall undertake
reasonable efforts consistent with the Servicing Standard to collect all
payments required under the terms and provisions of the Serviced Mortgage Loans
it is obligated to service hereunder and shall, to the extent such procedures
shall be consistent with this Agreement, follow such collection procedures in
accordance with the Servicing Standard; provided that with respect to the
Serviced Mortgage Loans that have Anticipated Repayment Dates, so long as the
related Mortgagor is otherwise in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder), shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Additional Interest or principal in excess of the principal
component of the constant Periodic Payment, other than requests for collection,
until the maturity date of the related Mortgage Loan; provided further, that the
Master Servicer or Special Servicer, as the case may be, may take action to
enforce the Trust Fund's right to


                                      -96-
<PAGE>


apply excess cash flow to principal in accordance with the terms of the Mortgage
Loan documents. The Master Servicer may, in its discretion, with respect to
Serviced Mortgage Loans that have Anticipated Repayment Dates, waive any or all
of the Additional Interest accrued on any such Serviced Mortgage Loan if the
Mortgagor is ready and willing to pay all other amounts due under such Serviced
Mortgage Loan in full, including the Stated Principal Balance, provided that it
acts in accordance with the Servicing Standard and it has received the consent
of the Special Servicer and the Controlling Class Representative (which consent
will be deemed granted if not denied in writing within 10 Business Days after
the Special Servicer's receipt of the Master Servicer's request for such
consent), and neither the Master Servicer nor the Special Servicer will have any
liability to the Trust Fund, the Certificateholders or any other person for any
determination that is made in accordance with the Servicing Standard. The Master
Servicer, with regard to a Serviced Mortgage Loan that is not a Specially
Serviced Mortgage Loan, may waive any Default Charges in connection with any
payment on such Mortgage Loan two (2) times during any period of 12 consecutive
months and no more than four (4) times following the Closing Date, unless such
Default Charges would otherwise be payable to the Master Servicer pursuant to
Section 3.26. No such additional waiver shall be permitted without the consent
of the Controlling Class Representative, which consent shall be deemed granted
if not denied in writing (which may be sent via facsimile transmission or
electronic mail) within five Business Days of such request.

     (b) All amounts collected in respect of any Serviced Mortgage Loan in the
form of payments from Mortgagors, Liquidation Proceeds (insofar as such
Liquidation Proceeds are of the nature described in clauses (i) through (iii) of
the definition thereof) or Insurance Proceeds shall be applied to either amounts
due and owing under the related Mortgage Note, loan agreement (if any) and
Mortgage (including, without limitation, for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage
Note, loan agreement (if any) and Mortgage (and, with respect to any Loan
Combination, the related Loan Combination Intercreditor Agreement and the
documents evidencing and securing the related Non-Trust Loan(s)) except as
otherwise provided herein or, if required pursuant to the express provisions of
the related Mortgage or, as determined by the Master Servicer or Special
Servicer in accordance with the Servicing Standard, to the repair or restoration
of the related Mortgaged Property, and, in the absence of such express
provisions, shall be applied (after reimbursement or payment, first, to the
Trustee and the Fiscal Agent, and second, to the Master Servicer or Special
Servicer, as applicable, for any unpaid Master Servicing Fee, Special Servicing
Fee, Principal Recovery Fee, liquidation expenses and related Additional Trust
Fund Expenses) for purposes of this Agreement: first, in connection with
Liquidation Proceeds or Insurance Proceeds as a recovery of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts that were paid from principal
collections on such Serviced Mortgage Loan (including Unliquidated Advances) and
resulted in principal distributed to the Certificateholders being reduced;
second, as a recovery of any related and unreimbursed Advances plus unreimbursed
interest accrued thereon; third, as a recovery of accrued and unpaid interest at
the related Mortgage Rate (net of the Master Servicing Fee Rate) on such
Serviced Mortgage Loan, to the extent such amounts have not been previously
advanced, and exclusive of any portion thereof that constitutes Additional
Interest; fourth, as a recovery of principal of such Serviced Mortgage Loan then
due and owing, to the extent such amounts have not been previously advanced,
including, without limitation, by reason of acceleration of such Serviced
Mortgage Loan following a default thereunder; fifth, as a recovery of Default
Charges; sixth, in accordance with the normal servicing practices of the Master
Servicer, as a recovery of any other amounts then due and owing under such
Serviced Mortgage Loan (other than Additional Interest), including, without
limitation, Prepayment Premiums and Yield Maintenance Charges; seventh, as a
recovery of any remaining principal of such Serviced Mortgage Loan to the extent
of its entire remaining unpaid principal balance; and eighth, with


                                      -97-
<PAGE>


respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of
any unpaid Additional Interest. All amounts collected on any Trust Mortgage Loan
in the form of Liquidation Proceeds of the nature described in clauses (iv)
through (ix) of the definition thereof shall be deemed to be applied (after
reimbursement or payment first to the Fiscal Agent, second to the Trustee and
third to the Master Servicer or Special Servicer, as applicable, for any unpaid
Master Servicing Fee, Special Servicing Fee, Principal Recovery Fee, liquidation
expenses and related Additional Trust Fund Expenses): first, as a recovery of
any related and unreimbursed Advances plus interest accrued thereon; second, as
a recovery of accrued and unpaid interest at the related Mortgage Rate (net of
the Master Servicing Fee Rate) on such Serviced Mortgage Loan to but not
including the Due Date in the Collection Period of receipt, to the extent such
amounts have not been previously advanced, and exclusive of any portion thereof
that constitutes Additional Interest; third, as a recovery of principal, to the
extent such amounts have not been previously advanced, of such Serviced Mortgage
Loan to the extent of its entire unpaid principal balance; and fourth, with
respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of
any unpaid Additional Interest. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof. The provisions
of this paragraph with respect to the application of amounts collected on any
Serviced Mortgage Loan shall not alter in any way the right of the Master
Servicer, the Special Servicer or any other Person to receive payments from the
Collection Account as set forth in Section 3.05(a) from amounts so applied.

     Notwithstanding the foregoing paragraph, all amounts received with respect
to any Loan Combination shall be applied to amounts due and owing under the
related Trust Mortgage Loan and the related Non-Trust Loan(s) (including for
principal and accrued and unpaid interest) in accordance with the express
provisions of the related Mortgage Notes, the related Mortgage, the related loan
agreement, if any, and the related Loan Combination Intercreditor Agreement.

     Notwithstanding the second preceding paragraph, all amounts received with
respect to the [Blackacre] Trust Mortgage Loan or any related Trust REO Loan
with respect thereto shall be allocated among interest, principal, Default
Charges, Prepayment Premiums and Yield Maintenance Charges in accordance with
the terms of any distribution date statement or servicer remittance report
received from the [Other Series] Applicable Servicer with respect to the
[Blackacre] Trust Mortgage Loan or any successor Trust REO Loan with respect
thereto and, in the absence of any such statement or report, in accordance with
the [Blackacre] Intercreditor Agreement.

     (c) To the extent consistent with the terms of the related Mortgage Loan
and applicable law, the Master Servicer shall apply all Insurance Proceeds and
condemnation proceeds it receives on a day other than the Due Date to amounts
due and owing under the related Mortgage Loan as if such Insurance Proceeds and
condemnation proceeds were received on the Due Date immediately succeeding the
month in which such Insurance Proceeds and condemnation proceeds were received.

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


                                      -98-
<PAGE>


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

     (f) [RESERVED]

     (g) Promptly following the Closing Date, the Trustee shall send written
notice, substantially in the form of Exhibit U hereto, to the [Other Series]
Master Servicer, stating that, as of the Closing Date, the Trustee is the holder
of the [Blackacre] Trust Mortgage Loan and directing the [Other Series] Master
Servicer to remit to the Master Servicer all amounts payable to, and to forward,
deliver or otherwise make available to, the Master Servicer all reports,
statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of the
[Blackacre] Trust Mortgage Loan under the [Blackacre] Intercreditor Agreement
and the [Other Series] Pooling and Servicing Agreement. The Master Servicer
shall, within one Business Day of receipt thereof, deposit into the Collection
Account all amounts received by it from the [Other Series] Master Servicer or
any other party under the [Other Series] Pooling and Servicing Agreement with
respect to the [Blackacre] Trust Mortgage Loan, or the [Blackacre] Mortgaged
Property or any [Blackacre] REO Property. In the event the Master Servicer fails
to so receive any amounts due to the Trust Fund as holder of the [Blackacre]
Trust Mortgage Loan under the [Blackacre] Intercreditor Agreement and the [Other
Series] Pooling and Servicing Agreement by the Determination Date occurring in
such calendar month, the Master Servicer shall notify the [Other Series] Master
Servicer, the [Other Series] Trustee, the Trustee and the Fiscal Agent that such
amounts due with respect to the [Blackacre] Trust Mortgage Loan have not been
received (specifying the amount of such deficiency).

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

     (a) The Master Servicer shall, as to all Serviced Mortgage Loans establish
and maintain one or more accounts (the "Servicing Accounts"), into which all
Escrow Payments shall be deposited and retained, and shall administer such
accounts in accordance with the terms of the Mortgage Loan documents; provided
that, in the case of a Loan Combination, if the related Servicing Account
includes funds with respect to any other Serviced Mortgage Loan, then the Master
Servicer shall maintain a separate sub-account of such Servicing Account that
relates solely to such Loan Combination. Each Servicing Account with respect to
a Serviced Mortgage Loan shall be an Eligible Account unless not permitted by
the terms of the applicable Mortgage Loan documents. Withdrawals of amounts so
collected from a Servicing Account may be made (to the extent of amounts on
deposit therein in respect of the related Serviced Mortgage Loan or, in the case
of clauses (iv) and (v) below, to the extent of interest or other income earned
on such amounts) only for the following purposes: (i) consistent with the
related Mortgage Loan documents, to effect the payment of real estate taxes,
assessments, insurance premiums (including premiums on any environmental
insurance policy), ground rents (if applicable) and comparable items in respect
of the respective Mortgaged Properties; (ii) insofar


                                      -99-
<PAGE>


as the particular Escrow Payment represents a late payment that was intended to
cover an item described in the immediately preceding clause (i) for which a
Servicing Advance was made, to reimburse the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as applicable, for any such Servicing
Advance (provided that any interest thereon may only be withdrawn from the
Collection Account), (iii) to refund to Mortgagors any sums as may be determined
to be overages; (iv) to pay interest, if required by law or the related Mortgage
Loan documents and as described below, to Mortgagors on balances in the
respective Servicing Accounts; (v) to pay the Master Servicer interest and
investment income on balances in the Servicing Accounts as described in Section
3.06(b), if and to the extent not required by law or the terms of the related
Mortgage Loan documents to be paid to the Mortgagor; (vi) during an event of
default under the related Serviced Mortgage Loan, for any other purpose
permitted by the related Mortgage Loan documents, applicable law and the
Servicing Standard; (vii) to withdraw amounts deposited in error; (viii) to
clear and terminate the Servicing Accounts at the termination of this Agreement
in accordance with Section 9.01; or (ix) only as, when and to the extent
permitted under the Mortgage Loan documents, to effect payment of accrued and
unpaid late charges, default interest and other reasonable fees. To the extent
permitted by law or the applicable Mortgage Loan documents, funds in the
Servicing Accounts may be invested only in Permitted Investments in accordance
with the provisions of Section 3.06 and in accordance with the terms of the
related Mortgage Loan documents. The Master Servicer shall pay or cause to be
paid to the Mortgagors interest, if any, earned on the investment of funds in
the related Servicing Accounts maintained thereby, if required by law or the
terms of the related Serviced Mortgage Loan. If the Master Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding. The Servicing Accounts shall
not be considered part of the segregated pool of assets constituting, REMIC I,
REMIC II, Grantor Trust Z or Grantor Trust E.

     (b) The Master Servicer, with respect to Serviced Mortgage Loans that are
not Specially Serviced Mortgage Loans, or the Special Servicer with respect to
Specially Serviced Mortgage Loans and Serviced REO Loans, shall (i) maintain
accurate records with respect to the related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may
become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof and (ii) use reasonable efforts to obtain, from time
to time, all bills for (or otherwise confirm) the payment of such items
(including renewal premiums) and, if the subject Serviced Mortgage Loan required
the related Mortgagor to escrow for such items, shall effect payment thereof
prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items. For purposes of
effecting any such payment for which it is responsible, the Master Servicer
shall apply Escrow Payments (at the direction of the Special Servicer for
Specially Serviced Mortgage Loans and Serviced REO Loans) as allowed under the
terms of the related Serviced Mortgage Loan or, if such Serviced 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, the Master Servicer shall, as to all Serviced Mortgage Loans, use
reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with the requirement of the related Mortgage that the Mortgagor make
payments in respect of such items at the time they first become due, and, in any
event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items.


                                     -100-
<PAGE>


     (c) The Master Servicer shall, as to all Serviced Mortgage Loans, make a
Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the
payment of the costs and expenses described in the definition of "Servicing
Advances", provided that the Master Servicer shall not make any Servicing
Advance prior to the penalty date or cancellation date, as applicable, if the
Master Servicer reasonably anticipates in accordance with the Servicing Standard
that the Mortgagor will pay such amount on or before the penalty date or
cancellation date, and provided, further, that the Master Servicer shall not be
obligated to make any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and in the case of REO Properties, from the operating revenues related thereto,
and further as provided in Section 3.05(a) and/or Section 3.05(e). 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 of this Agreement, including, without limitation,
the Trustee's calculation of monthly distributions to Certificateholders, be
added to the unpaid Stated Principal Balances of the related Serviced Mortgage
Loans, notwithstanding that the terms of such Serviced Mortgage Loans so permit.
The foregoing shall in no way limit the Master Servicer's ability to charge and
collect from the Mortgagor such costs together with interest thereon.

     The Special Servicer shall give the Master Servicer, the Trustee and the
Fiscal Agent not less than five Business Days' notice (or, in an emergency
situation, not less than two Business Days' notice) with respect to Servicing
Advances to be made on any Specially Serviced Mortgage Loan or Administered REO
Property, before the date on which the Master Servicer is required to make any
Servicing Advance with respect to a given Serviced Mortgage Loan or Administered
REO Property; provided, however, that the Special Servicer may (without implying
any duty to do so) make any Servicing Advance on a Specially Serviced Mortgage
Loan or Administered REO Property only as may be required on an urgent or
emergency basis. In addition, the Special Servicer shall provide the Master
Servicer, the Trustee and the Fiscal Agent with such information in its
possession as the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, may reasonably request to enable the Master Servicer, the Trustee or
the Fiscal Agent, as applicable, to determine whether a requested Servicing
Advance would constitute a Nonrecoverable Servicing Advance. The Special
Servicer shall not be entitled to deliver such a notice (other than for
emergency Servicing Advances) more frequently than once per calendar month
(although such notice may relate to more than one Servicing Advance). The Master
Servicer will have the obligation to make any such Servicing Advance (other than
a Nonrecoverable Servicing Advance) that it is so requested by a Special
Servicer to make, within five Business Days after the Master Servicer's receipt
of such request. If the request is timely and properly made, the Special
Servicer shall be relieved of any obligations with respect to a Servicing
Advance that it so requests the Master Servicer to make with respect to any
Specially Serviced Mortgage Loan or Administered REO Property (regardless of
whether or not the Master Servicer shall make such Servicing Advance). The
Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of a Special Servicer, together with interest
accrued 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 Advances
made thereby. Any request by the Special Servicer that the Master Servicer make
a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer shall be entitled to conclusively rely on such
determination. On the fourth Business Day before each Distribution Date, the
Special Servicer shall report to the Master Servicer the Special Servicer's
determination that any Servicing Advance previously made with respect to a
Specially Serviced Mortgage Loan or Serviced


                                     -101-
<PAGE>


REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall act in
accordance with such determination.

     No later than 1:00 p.m., New York City time, on the first Determination
Date that follows the date on which it makes any Servicing Advance, the Special
Servicer shall provide the Master Servicer an Officer's Certificate (via
facsimile) setting forth the details of the Servicing Advance, upon which the
Master Servicer may conclusively rely in reimbursing the Special Servicer. The
Master Servicer shall be obligated, out of its own funds, to reimburse the
Special Servicer for any unreimbursed Servicing Advances (other than
Nonrecoverable Servicing Advances) made by the Special Servicer together with
interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement. Any such reimbursement, together with any
accompanying payment of interest, shall be made by the Master Servicer, by wire
transfer of immediately available funds to an account designated by the Special
Servicer, no later than the first P&I Advance Date that is at least three (3)
Business Days after the date on which the Master Servicer receives the
corresponding Officer's Certificate contemplated by the prior sentence; provided
that any such Officer's Certificate received after 1:00 p.m., New York City
time, on any particular date shall, for purposes of any such reimbursement, be
deemed received on the next succeeding Business Day. Upon its reimbursement to
the Special Servicer of any Servicing Advance and payment to the Special
Servicer of interest thereon, 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 actually made such Servicing Advance, and accordingly, the
Master Servicer shall be entitled to reimbursement for such Servicing Advance,
together with interest accrued 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 at the time the Special Servicer
did.

     Notwithstanding the foregoing provisions of this Section 3.03(c), the
Master Servicer shall not be required to reimburse the Special Servicer for, or
to make at the direction of the Special Servicer, any Servicing Advance if the
Master Servicer determines in accordance with the Servicing Standard that such
Servicing Advance, although not characterized by the Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Servicing Advance shall be
reimbursed to the Special Servicer pursuant to Section 3.05(a) or 3.05(e).

     If the Master Servicer is required under any provision of this Agreement
(including, but not limited to, this Section 3.03(c)) to make a Servicing
Advance, but does not do so within 15 days after such Advance is required to be
made, the Trustee shall, if a Responsible Officer of the Trustee has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure to the Master Servicer. If such Servicing Advance is not
made by the Master Servicer within five Business Days after such notice then
(subject to a determination that such Servicing Advance would not be a
Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.
If the Trustee does not make such Servicing Advance within such period, the
Fiscal Agent shall make such Servicing Advance within such period. Any failure
by the Master Servicer to make a Servicing Advance hereunder shall constitute an
Event of Default by the Master Servicer subject to and as provided in Section
7.01.


                                     -102-
<PAGE>


     (d) In connection with its recovery of any Servicing Advance from the
Collection Account pursuant to Section 3.05(a) or from a Loan Combination
Custodial Account pursuant to Section 3.05(e), as applicable, each of the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent shall be
entitled to receive, out of amounts then on deposit in the Collection Account as
provided in Section 3.05(a) or in such Loan Combination Custodial Account as
provided in Section 3.05(e), as applicable, any unpaid interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance (to the extent made with its own funds) from the date made to
but not including the date of reimbursement, such interest to be payable: first,
out of Default Charges received on the related Serviced Mortgage Loans and
Administered REO Properties during the Collection Period in which such
reimbursement is made, and to the extent that such Default Charges are
insufficient, but only after or at the same time the related Advance has been or
is reimbursed pursuant to this Agreement, then from general collections on the
Trust Mortgage Loans then on deposit in the Collection Account or in such Loan
Combination Custodial Account, as applicable; provided that interest on
Servicing Advances with respect to a Loan Combination or any related Loan
Combination Mortgaged Property shall, to the maximum extent permitted under the
related Loan Combination Intercreditor Agreement, be payable out of amounts
otherwise payable to the related B-Noteholder (in the case of an A/B Loan
Combination) or the [Blackacre] Subordinate Noteholders (in the case of the
[Blackacre] Loan Combination) and/or payments received from the related
B-Noteholder (in the case of an A/B Loan Combination) or the [Blackacre]
Subordinate Noteholders (in the case of the [Blackacre] Loan Combination), in
each case under the related Loan Combination Intercreditor Agreement for such
purpose. Subject to any exercise of the option to defer reimbursement for
Advances pursuant to Section 4.03(f), the Master Servicer shall reimburse
itself, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
for any outstanding Servicing Advance made thereby as soon as practicable after
funds available for such purpose have been received by the Master Servicer, and
in no event shall interest accrue in accordance with this Section 3.03(d) on any
Servicing Advance as to which the corresponding Escrow Payment or other similar
payment by the Mortgagor was received by the Master Servicer on or prior to the
date the related Servicing Advance was made.

     (e) The determination by the Master Servicer or the Special Servicer that
either has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
shall be made in accordance with the Servicing Standard and shall be evidenced
by an Officer's Certificate delivered promptly to the Trustee, the Fiscal Agent,
the Depositor and, in the case of a Loan Combination, the related Non-Trust
Noteholder(s), setting forth the basis for such determination, together with a
copy of any Appraisal (the cost of which may be paid out of the Collection
Account pursuant to Section 3.05(a) or, in the case of a Loan Combination, out
of the related Loan Combination Custodial Account pursuant to Section 3.05(e))
of the related Mortgaged Property or REO Property, as the case may be; which
Appraisal shall be obtained pursuant to Section 3.09(a) by the Master Servicer,
or by or on behalf of the Special Servicer if the Mortgage Loan is a Defaulted
Mortgage Loan (or, if no such Appraisal has been performed, a copy of an
Appraisal of the related Mortgaged Property or REO Property, performed within
the twelve months preceding such determination and the party delivering such
appraisal has no actual knowledge of a material adverse change in the condition
of the related Mortgaged Property that would draw into question the
applicability of such Appraisal) and further accompanied by related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Property and any engineers' reports, environmental surveys or
similar reports that the Master Servicer or the Special Servicer may have
obtained and that support such determination. The Trustee and the Fiscal Agent
shall act in accordance with any determination made by the Master Servicer or
the Special Servicer that a


                                     -103-
<PAGE>


Servicing Advance, if made, would be a Nonrecoverable Advance and shall be
entitled to rely, conclusively, on such determination by the Master Servicer or
the Special Servicer; provided, however, that if the Master Servicer has failed
to make a Servicing Advance for reasons other than a determination by the Master
Servicer or the Special Servicer that such Servicing Advance would be a
Nonrecoverable Advance, the Trustee or the Fiscal Agent shall make such
Servicing Advance within the time periods required by Section 3.03(c) unless the
Trustee or the Fiscal Agent in good faith makes a determination that such
Servicing Advance would be a Nonrecoverable Advance. The applicable Person shall
consider Unliquidated Advances in respect of prior Servicing Advances as
outstanding Advances for purposes of recoverability determinations as if such
Unliquidated Advance were a Servicing Advance.

     (f) The Master Servicer shall, as to all Serviced Mortgage Loans, establish
and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into
which all Reserve Funds, if any, shall be deposited and retained; provided that,
in the case of a Loan Combination, if the related Reserve Account includes funds
with respect to any other Serviced Mortgage Loan, then the Master Servicer shall
maintain a separate sub-account of such Reserve Account that relates solely to
such Loan Combination. Withdrawals of amounts so deposited may be made (i) to
pay for, or to reimburse the related Mortgagor in connection with, the related
environmental remediation, repairs and/or capital improvements at the related
Mortgaged Property if the repairs and/or capital improvements have been
completed, and such withdrawals are made in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any agreement
with the related Mortgagor governing such Reserve Funds and any other items for
which such Reserve Funds were intended pursuant to the loan documents, (ii) to
pay the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts if permitted under the related Mortgage Loan documents and
(iii) during an event of default under the related Serviced Mortgage Loan, for
any other purpose permitted by the related Mortgage Loan documents, applicable
law and the Servicing Standard. To the extent permitted in the applicable
Mortgage Loan documents, funds in the Reserve Accounts to the extent invested
may be only invested in Permitted Investments in accordance with the provisions
of Section 3.06. All Reserve Accounts shall be Eligible Accounts. The Reserve
Accounts shall not be considered part of the segregated pool of assets
comprising REMIC I, REMIC II, Grantor Trust Z or Grantor Trust E. Consistent
with the Servicing Standard, the Master Servicer may waive or extend the date
set forth in any agreement governing such Reserve Funds by which the required
repairs and/or capital improvements at the related Mortgaged Property must be
completed.

     (g) Notwithstanding anything to the contrary in this Agreement, but subject
to the limitations on reimbursements in Section 4.03, the Master Servicer may
(and, at the direction of the Special Servicer if a Specially Serviced Mortgage
Loan or an Administered REO Property is involved, shall) pay directly out of the
Collection Account or, with respect to a servicing expense relating to a
Non-Trust Loan or related to a Loan Combination Mortgaged Property, out of the
related Loan Combination Custodial Account any servicing expense that, if paid
by the Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance for the subject Serviced Mortgage Loan or
Administered REO Property; provided that the Master Servicer (or the Special
Servicer, if a Specially Serviced Mortgage Loan or an Administered REO Property
is involved) has determined in accordance with the Servicing Standard that
making such payment is in the best interests of the Certificateholders (as a
collective whole) (or, with respect to a Loan Combination, to the extent paid
out of the related Loan Combination Custodial Account, in the best interests of
the Certificateholders and the related Non-Trust Noteholder(s), as a collective
whole), as evidenced by an Officer's Certificate delivered promptly


                                     -104-
<PAGE>


to the Depositor, the Trustee and the Controlling Class Representative, setting
forth the basis for such determination and accompanied by any information that
such Person may have obtained that supports such determination. The Master
Servicer and the Special Servicer shall deliver a copy of any such Officer's
Certificate (and accompanying information) promptly to the other such Person.

     (h) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Serviced Mortgage Loan (each
of which Serviced Mortgage Loans is listed on Exhibit T hereto), 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 Serviced 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 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(h), the Master Servicer
shall determine whether the Mortgagor has failed to perform its obligations
under the respective Serviced Mortgage Loan and report any such failure to the
Special Servicer within a reasonable time after the date as of which such
operations and maintenance plan is required to be established or executed or the
date as of which such actions or remediations are required to be or to have been
taken or completed.

     SECTION 3.04. Collection Account, Interest Reserve Account, Additional
                   Interest Account, Distribution Account, Gain-on-Sale Reserve
                   Account and Loan Combination Custodial Accounts.

     (a) The Master Servicer shall establish and maintain one or more accounts
(collectively, the "Collection Account"), held on behalf of the Trustee in trust
for the benefit of the Certificateholders. The Collection Account shall be an
Eligible Account. The Master Servicer shall deposit or cause to be deposited in
the Collection Account, within one Business Day of receipt of available funds
(in the case of payments by Mortgagors or other collections on the Trust
Mortgage Loans) or as otherwise required hereunder, the following payments and
collections received or made by the Master Servicer or on its behalf subsequent
to the Cut-off Date (other than in respect of principal and interest on the
Trust Mortgage Loans due and payable on or before the Cut-off Date, which
payments shall be delivered promptly to the applicable Mortgage Loan Seller or
its designee, with negotiable instruments endorsed as necessary and appropriate
without recourse), other than amounts received from Mortgagors which are to be
used to purchase defeasance collateral, or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:

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

          (ii) all payments on account of interest on the Trust Mortgage Loans
     including Additional Interest and Penalty Interest;

          (iii) all Prepayment Premiums, Yield Maintenance Charges and late
     payment charges received in respect of the Trust Mortgage Loans;



                                     -105-
<PAGE>

          (iv) all Insurance Proceeds and Liquidation Proceeds (other than
     Gain-on-Sale Proceeds) received in respect of any Trust Mortgage Loan, and
     together with any amounts representing recoveries of Workout-Delayed
     Reimbursement Amounts and/or Nonrecoverable Advances in respect of the
     related Trust Mortgage Loans, in each case to the extent not otherwise
     required to be applied to the restoration of the Mortgaged Property or
     released to the related Mortgagor;

          (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 Collection Account;

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

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

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

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

          (x) [RESERVED];

          (xi) any amount paid by or on behalf of a Mortgagor to cover items for
     which a Servicing Advance has been previously made, and payments collected
     in respect of Unliquidated Advances;

          (xii) any amounts representing a reimbursement, payment and/or
     contribution due and owing to the Trust from a Non-Trust Noteholder in
     accordance with the related Loan Combination Intercreditor Agreement;

          (xiii) any amounts required to be transferred from any Loan
     Combination Custodial Account pursuant to Section 3.05(e); and

          (xiv) all remittances to the Trust under the [Other Series] Pooling
     and Servicing Agreement and/or the [Blackacre] Intercreditor Agreement with
     respect to the [Blackacre] Trust Mortgage Loan or any [Blackacre] REO
     Property;

provided that, in the case of a Trust Mortgage Loan that is part of a Loan
Combination, any amounts required to be deposited in the related Loan
Combination Custodial Account, pursuant to Section 3.04(h), shall first be so
deposited therein and shall thereafter be transferred to the Collection
Account only to the extent provided in Section 3.05(e).


                                     -106-
<PAGE>


     The foregoing requirements for deposit in the Collection Account shall be
exclusive. Notwithstanding the foregoing, actual payments from Mortgagors in the
nature of Escrow Payments, amounts to be deposited in Reserve Accounts, and
amounts that the Master Servicer and the Special Servicer are entitled to retain
as additional servicing compensation pursuant to Sections 3.11(b) and (d), need
not be deposited by the Master Servicer in the Collection Account. If the Master
Servicer shall deposit in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall promptly deliver to the Special Servicer as additional special
servicing compensation in accordance with Section 3.11(d), assumption fees, late
payment charges (to the extent not applied to pay interest on Advances or
Additional Trust Fund Expenses as provided in Sections 3.03(d) and 4.03(d) or
otherwise applied pursuant to Section 3.26) and other transaction fees or other
expenses received by the Master Servicer to which the Special Servicer is
entitled pursuant to Section 3.11 upon receipt of a certificate of a Servicing
Officer of the Special Servicer describing the item and amount. The Collection
Account shall be maintained as a segregated account, separate and apart from
trust funds created for mortgage pass-through certificates of other series and
the other accounts of the Master Servicer.

     Upon receipt of any of the amounts described in clauses (i) through (iv),
(xi) and (xii) of the second preceding paragraph with respect to any Serviced
Trust Mortgage Loan, the Special Servicer shall promptly, but in no event later
than one Business Day after receipt of available funds, remit such amounts (net
of any reimbursable expenses incurred by the Special Servicer) to or at the
direction of the Master Servicer for deposit into the Collection Account in
accordance with the second preceding paragraph or any related Loan Combination
Custodial Account pursuant to Section 3.04(h), unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement. Any such amounts
received by the Special Servicer with respect to an Administered REO Property
shall be deposited by the Special Servicer into the related REO Account and
remitted to the Master Servicer for deposit into the Collection Account or any
applicable Loan Combination Custodial Account, as the case may be, pursuant to
Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order
of the Master Servicer and shall deliver promptly, but in no event later than
two Business Days after receipt, any such check to the Master Servicer by
overnight courier, unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item cannot be so endorsed and delivered
because of a restrictive endorsement or other appropriate reason.

     (b) The Trustee shall establish and maintain one or more trust accounts
(collectively, the "Distribution Account") at the Corporate Trust Office to be
held in trust for the benefit of the Certificateholders. The Distribution
Account shall be an Eligible Account. The Master Servicer shall deliver to the
Trustee each month on or before 2:00 PM (New York City time) on the P&I Advance
Date therein, for deposit in the Distribution Account, an aggregate amount of
immediately available funds equal to that portion of the Available Distribution
Amount (calculated without regard to clauses (a)(ii), (a)(v), (b)(ii)(B) and
(b)(v) of the definition thereof) for the related Distribution Date then on
deposit in the Collection Account, together with (i) any Prepayment Premiums
and/or Yield Maintenance Charges received on the Trust Mortgage Loans during the
related Collection Period, and (ii) in the case of the final Distribution Date,
any additional amounts contemplated by the second or third, as applicable,
paragraph of Section 9.01.


                                     -107-
<PAGE>


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

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

          (ii) the aggregate purchase price paid in connection with the purchase
     by the Master Servicer of all of the Trust Mortgage Loans and any REO
     Properties (net of any portion of such aggregate purchase price to be paid
     to any Non-Trust Noteholder(s)) pursuant to Section 9.01, exclusive of the
     portion of such amounts required to be deposited in the Collection Account
     pursuant to Section 9.01.

     If, in connection with any Distribution Date, the Trustee has reported the
amount of an anticipated distribution to the Depository based on information
reported to it by the Master Servicer pursuant to Section 3.12, and the funds
(including, but not limited to, unscheduled payments, late payments, Principal
Prepayments or Balloon Payments) remitted to it by the Master Servicer differ in
amount from what was reported to the Trustee by the Master Servicer, the Trustee
shall use commercially reasonable efforts to cause the Depository to revise the
related distribution and make such revised distribution on a timely basis on
such Distribution Date, but there can be no assurance that the Depository can do
so. The Trustee, the Master Servicer, the Special Servicer and the Fiscal Agent
shall not be liable or held responsible for any resulting delay (or claims by
the Depository resulting therefrom) in the making of such revised distribution
to the Certificateholders. In addition, if the Trustee incurs out-of-pocket
expenses, despite reasonable efforts to avoid and mitigate such expenses, as a
consequence of attempting to revise such distribution to the Depository, the
Trustee shall be entitled to reimbursement from the Trust Fund, payable from
amounts on deposit in the Distribution Account.

     The Trustee shall, upon receipt, deposit in the Distribution Account any
and all amounts received by the Trustee that are required by the terms of this
Agreement to be deposited therein. The Trustee shall also deposit into the
Distribution Account any amounts required to be deposited by the Trustee
pursuant to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Distribution Account.

     (c) The Trustee shall establish and maintain one or more accounts (which
may be sub-accounts of the Distribution Account) (collectively, the "Interest
Reserve Account"), in trust for the benefit of the Certificateholders. The
Interest Reserve Account shall be an Eligible Account. On or before each
Distribution Date in February and, during each year that is not a leap year,
January, the Trustee shall withdraw from the Distribution Account and deposit in
the Interest Reserve Account, with respect to each Interest Reserve Loan, an
amount equal to the Interest Reserve Amount in respect of such Interest Reserve
Loan for such Distribution Date (such withdrawal from the Distribution Account
to be made out of general collections on the Mortgage Pool including any related
P&I Advance that was deposited in the Distribution Account). The Trustee shall
also deposit into the Interest Reserve Account any amounts required to be
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Interest
Reserve Account.

     (d) Prior to any Collection Period during which Additional Interest is
received on the Trust Mortgage Loans, and upon notification from the Master
Servicer or Special Servicer pursuant to Section 3.02(d), the Trustee shall
establish and maintain the Additional Interest Account in the name of the
Trustee in trust for the benefit of the Class Z Certificateholders. The
Additional Interest Account


                                     -108-
<PAGE>


shall be established and maintained as an Eligible Account. Prior to each
Distribution Date, the Master Servicer shall remit to the Trustee for deposit in
the Additional Interest Account an amount equal to the Additional Interest
received on the Trust ARD Loans and any successor Trust REO Loans with respect
thereto during the applicable Collection Period. The Trustee shall also deposit
into the Additional Interest Account any amounts required to be deposited by the
Trustee pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Additional Interest Account.

     (e) Following the distribution of Additional Interest to Class Z
Certificateholders on the first Distribution Date after which there are no
longer any Trust Mortgage Loans outstanding which pursuant to their terms could
pay Additional Interest or any successor Trust REO Loans with respect thereto,
the Trustee shall terminate the Additional Interest Account.

     (f) The Trustee shall establish (upon notice from the Special Servicer of
an event occurring that generates Gain-on-Sale Proceeds) and maintain the
Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders.
The Gain-on-Sale Reserve Account shall be an Eligible Account. The Gain-on-Sale
Reserve Account shall be maintained as a segregated account or a sub-account of
the Distribution Account, separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Trustee and other
accounts of the Trustee.

     Upon the liquidation of a Trust Specially Serviced Mortgage Loan or the
disposition of any Administered REO Property in accordance with Section 3.09 or
Section 3.18 or the liquidation of the [Blackacre] Trust Mortgage Loan or the
disposition of any [Blackacre] REO Property in accordance with the [Other
Series] Pooling and Servicing Agreement and/or the [Blackacre] Intercreditor
Agreement, the Special Servicer (or, in the case of the [Blackacre] Trust
Mortgage Loan or any [Blackacre] REO Property, the Master Servicer) shall
calculate the Gain-on-Sale Proceeds, if any, realized in connection with such
event and remit such funds to the Trustee for deposit into the Gain-on-Sale
Reserve Account. The Trustee shall deposit into the Gain-on-Sale Reserve Account
any amounts required to be deposited by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Gain-on-Sale Reserve Account.

     (g) Notwithstanding that any of the Interest Reserve Account, the
Additional Interest Account or the Gain-on-Sale Reserve Account may be a
sub-account of the Distribution Account for reasons of administrative
convenience, each of the Interest Reserve Account, the Additional Interest
Account and the Gain-on-Sale Reserve Account and the Distribution Account shall,
for all purposes of this Agreement (including the obligations and
responsibilities of the Trustee hereunder), be considered to be and shall be
required to be treated as, separate and distinct accounts. The Trustee shall
indemnify and hold harmless the Trust Fund against any losses arising out of the
failure by the Trustee to perform its duties and obligations hereunder as if
such accounts were separate accounts. The provisions of this paragraph shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

     (h) The Master Servicer shall establish and maintain, or cause to be
established and maintained, one or more separate accounts for each Loan
Combination that includes a Serviced Mortgage Loan (collectively, as to each
Loan Combination, the related "Loan Combination Custodial Account") (which may
be a sub-account of the Collection Account), into which, subject to the related
Loan Combination Intercreditor Agreement, the Master Servicer shall deposit or
cause to be deposited


                                     -109-
<PAGE>


on a daily basis (and in no event later than the Business Day following its
receipt of available funds) the following payments and collections received
after the Closing Date:

          (i) all payments on account of principal, including Principal
     Prepayments, on such Loan Combination;

          (ii) all payments on account of interest, including Penalty Interest,
     on such Loan Combination;

          (iii) all Prepayment Premiums, Yield Maintenance Charges and late
     payment charges on such Loan Combination;

          (iv) all Insurance Proceeds and Liquidation Proceeds (other than
     Gain-on-Sale Proceeds, and, insofar as they relate to the purchase or other
     acquisition of the related Trust Mortgage Loan that is part of such Loan
     Combination, other than Liquidation Proceeds described in clauses (iv) -
     (ix) of the definition of -------------------- "Liquidation Proceeds",
     which amounts shall be required to be deposited in the Collection Account)
     received in respect of such Loan Combination and together with any amounts
     representing recoveries of Workout-Delayed Reimbursement Amounts or
     Nonrecoverable Advances in respect of such Loan Combination, in each case
     to the extent not otherwise required to be applied to the restoration of
     the Mortgaged Property or released to the related Mortgagor;

          (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 such Loan Combination Custodial
     Account;

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

          (vii) any amounts required to be transferred to such Loan Combination
     Custodial Account from the related REO Account pursuant to Section 3.16(c);

          (viii) insofar as they do not constitute Escrow Payments, any amounts
     paid by or on behalf of the related Mortgagor with respect to such Loan
     Combination specifically to cover items for which a Servicing Advance has
     been made; and

          (ix) any amounts representing a reimbursement, payment and/or
     contribution due and owing to a party other than the Trust from a related
     Non-Trust Noteholder in accordance with the related Loan Combination
     Intercreditor Agreement and any amounts representing a cure payment made by
     a related Non-Trust Noteholder in accordance with the related Loan
     Combination Intercreditor Agreement.

     The foregoing requirements for deposit by the Master Servicer in a Loan
Combination Custodial Account shall be exclusive, it being understood and agreed
that actual payments from the Mortgagor(s) in the nature of Escrow Payments,
charges for beneficiary statements or demands, assumption fees, assumption
application fees, modification fees, extension fees, defeasance fees, earn-out
fees, amounts collected for Mortgagor checks returned for insufficient funds or
other amounts that


                                     -110-
<PAGE>


the Master Servicer or the Special Servicer is entitled to retain as additional
servicing compensation pursuant to Section 3.11 need not be deposited by the
Master Servicer in a Loan Combination Custodial Account. If the Master Servicer
shall deposit in a Loan Combination Custodial Account any amount not required to
be deposited therein, it may at any time withdraw such amount from such Loan
Combination Custodial Account. The Master Servicer shall promptly deliver to the
Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(d), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer with respect to any Loan Combination, to which the Special
Servicer is entitled pursuant to such section, upon receipt of a written
statement of a Servicing Officer of the Special Servicer describing the item and
amount. Each Loan Combination Custodial Account shall be maintained as a
segregated account, separate and apart from trust funds created for
mortgage-backed securities of other series and the other accounts of the Master
Servicer.

     Upon receipt of any of the amounts described in clauses (i) through (iv),
(viii) and (ix) of the second preceding paragraph with respect to a Loan
Combination, the Special Servicer shall promptly, but in no event later than one
Business Day after receipt, remit such amounts to the Master Servicer for
deposit into the related Loan Combination Custodial 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 or other appropriate reason. 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 or other appropriate reason. Any such amounts received
by the Special Servicer with respect to an REO Property that relates to a Loan
Combination shall initially be deposited by the Special Servicer into the
related REO Account and thereafter remitted to the Master Servicer for deposit
into the related Loan Combination Custodial Account, all in accordance with
Section 3.16(c).

     Notwithstanding that any Loan Combination Custodial Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
each Loan Combination Custodial Account and the Collection Account shall, for
all purposes of this Agreement (including the obligations and responsibilities
of the Master Servicer hereunder), be considered to be and shall be required to
be treated as, separate and distinct accounts. The Master Servicer shall
indemnify and hold harmless the Trust Fund and each Non-Trust Noteholder against
any losses arising out of the failure by the Master Servicer to perform its
duties and obligations hereunder as if such accounts were separate accounts. The
provisions of this paragraph shall survive any resignation or removal of the
Master Servicer and appointment of a successor master servicer.

     (i) Funds in the Collection Account, the Distribution Account, any Loan
Combination Custodial Account, the Gain-on-Sale Reserve Account, the Interest
Reserve Account and the Additional Interest Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall give written notice to the Trustee, the Special Servicer
and the Rating Agencies of the location of the Collection Account and any Loan
Combination Custodial Account as of the Closing Date and of the new location of
each such account prior to any change thereof. The Trustee shall give written
notice to the Master Servicer, the Special Servicer and the Rating Agencies of
any new location of the Distribution Account prior to any change thereof.


                                     -111-
<PAGE>


     SECTION 3.05.  Permitted Withdrawals From the Collection Account, the
                    Interest Reserve Account, the Additional Interest Account,
                    the Distribution Account and the Loan Combination Custodial
                    Accounts.

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

          (i) to remit to the Trustee for deposit in the Distribution Account
     the amounts required to be so deposited pursuant to the first paragraph of
     Section 3.04(b) and any amount that may be applied to make P&I Advances
     pursuant to Section 4.03(a);

          (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
     order, for unreimbursed P&I Advances in respect of any Trust Mortgage Loan
     or Trust REO Loan (exclusive of any Serviced Trust Mortgage Loan that is
     part of a Loan Combination and any successor Trust REO Loan with respect
     thereto), the Fiscal Agent's, the Trustee's and the Master Servicer's right
     to reimbursement pursuant to this clause (ii) with respect to any P&I
     Advance (other than Nonrecoverable Advances, which are reimbursable
     pursuant to clause (vii) below) being limited to amounts that represent
     Late Collections of interest (net of related Master Servicing Fees and, in
     the case of the [Blackacre] Trust Mortgage Loan, net of the related [Other
     Series] Servicing Fee) and principal (net of any related Workout Fee or
     Principal Recovery Fee) received in respect of the particular Trust
     Mortgage Loan or Trust REO Loan (exclusive of any Serviced Trust Mortgage
     Loan that is part of a Loan Combination or any successor Trust REO Loan
     with respect thereto) as to which such P&I Advance was made; provided,
     however, that if such P&I Advance becomes a Workout-Delayed Reimbursement
     Amount, then such P&I Advance shall thereafter be reimbursed from the
     portion of general collections and recoveries on or in respect of the Trust
     Mortgage Loans and related REO Properties on deposit in the Collection
     Account from time to time that represent principal to the extent provided
     in clause (vii) below;

          (iii) to pay to itself and/or the holder of the Excess Servicing Strip
     earned and unpaid Master Servicing Fees, as allocable between the Master
     Servicer and such holder (if different from the Master Servicer), in
     respect of each Trust Mortgage Loan and Trust REO Loan (other than a
     Serviced Trust Mortgage Loan that is part of a Loan Combination and any
     successor Trust REO Loan with respect thereto), the Master Servicer's right
     to payment pursuant to this clause (iii) with respect to any such Trust
     Mortgage Loan ------------ or Trust REO Loan being limited to amounts
     received on or in respect of such Trust Mortgage Loan (whether in the form
     of payments, Liquidation Proceeds or Insurance Proceeds) or such Trust REO
     Loan (whether in the form of REO Revenues, Liquidation Proceeds or
     Insurance Proceeds) that are allocable as a recovery of interest thereon;

          (iv) to pay to the Special Servicer earned and unpaid Special
     Servicing Fees in respect of each Trust Specially Serviced Mortgage Loan
     and Trust REO Loan;

          (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) earned and unpaid Workout Fees or Principal Recovery Fees
     in respect of each Trust Specially Serviced Mortgage Loan, Trust Corrected
     Mortgage Loan and/or Trust REO Loan (in each case other than a Serviced
     Trust Mortgage Loan that is part of a Loan Combination or any


                                     -112-
<PAGE>


     successor Trust REO Loan with respect thereto), in the amounts and from the
     sources contemplated by Section 3.11(c);

          (vi) to reimburse the Fiscal Agent, the Trustee, the Special Servicer,
     or itself, in that order (with reimbursements to the Special Servicer and
     Master Servicer to be made concurrently on a pro rata basis), for any
     unreimbursed Servicing Advances in respect of any Serviced Trust Mortgage
     Loan, Serviced Trust REO Loan or related Administered REO Property (other
     than a Serviced Trust Mortgage Loan that is part of a Loan Combination or
     any successor Trust REO Loan with respect thereto or any related REO
     Property), the Fiscal Agent's, the Trustee's, the Special Servicer's and
     the Master Servicer's respective rights to reimbursement pursuant to this
     clause (vi) with respect to any Servicing Advance being limited first to
     payments made by or on behalf of the related Mortgagor and cure payments
     that are allocable to such Servicing Advance, and then to Liquidation
     Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in
     respect of the particular Serviced Mortgage Loan or Administered REO
     Property as to which such Servicing Advance was made; provided, however,
     that if such Servicing Advance becomes a Workout-Delayed Reimbursement
     Amount, then such Servicing Advance shall thereafter be reimbursed from the
     portion of general collections and recoveries on or in respect of the Trust
     Mortgage Loans and related REO Properties on deposit in the Collection
     Account from time to time that represent collections or recoveries of
     principal to the extent provided in clause (vii) below;

          (vii) (A) to reimburse the Fiscal Agent, the Trustee, the Special
     Servicer or itself, in that order (except that reimbursements to the
     Special Servicer and Master Servicer shall be made concurrently on a pro
     rata basis), for any unreimbursed Advances that have been or are determined
     to be (1) Nonrecoverable Advances with respect to any Trust Mortgage Loan
     or any related REO Property first, out of REO Revenues, Liquidation
     Proceeds and Insurance Proceeds received on the related Trust Mortgage
     Loan, then, out of the principal portion of general collections on the
     Mortgage Pool, then, to the extent the principal portion of general
     collections is insufficient and with respect to such excess only, subject
     to any exercise of the sole option to defer reimbursement thereof pursuant
     to Section 4.03(f), out of other collections on the Trust Mortgage Loans
     and related REO Properties, and/or (2) Workout-Delayed Reimbursement
     Amounts, out of the principal portion of the general collections on the
     Mortgage Pool, net of such amounts being reimbursed pursuant to (1) above,
     together with, in the case of a Nonrecoverable Advance, interest thereon
     being paid pursuant to clause (viii) below, or (B) to pay itself, with
     respect to any Trust Mortgage Loan or related REO Property (other than a
     Serviced Trust Mortgage Loan that is part of a Loan Combination or any
     successor Trust REO Loan or REO Property), any related earned Master
     Servicing Fee that remained unpaid in accordance with clause (iii) above
     following a Final Recovery Determination made with respect to such Trust
     Mortgage Loan or related REO Property and the deposit into the Collection
     Account of all amounts received in connection therewith;

          (viii) at such time as it reimburses the Fiscal Agent, the Trustee,
     the Special Servicer or itself, in that order, for any unreimbursed Advance
     (excluding any such Advance that constitutes a Workout-Delayed
     Reimbursement Amount for which interest was paid under clause (vii) above)
     pursuant to clause (ii), (vi) or (vii) above, to pay the Fiscal Agent, the
     Trustee, the Special Servicer or itself, as the case may be, in that order
     (except that payments to the Special Servicer and Master Servicer shall be
     made concurrently on a pro rata basis), any unpaid


                                     -113-
<PAGE>

     interest accrued and payable thereon in accordance with Section 3.03(c),
     3.03(d) or 4.03(d), as applicable; the Master Servicer's, the Special
     Servicer's, the Trustee's and/or the Fiscal Agent's right to payment
     pursuant to this clause (viii) with respect to interest on any Advance
     being permitted to be satisfied (A) in the case of interest on an Advance
     that has been or is determined to be a Nonrecoverable Advance, out of the
     sources out of which the related Advance may be satisfied as provided in
     clause (vii) above, as the case may be, and (B) in the case of interest on
     an Advance that has not been determined to be a Nonrecoverable Advance, (1)
     out of Default Charges collected on or in respect of the related Trust
     Mortgage Loan or Trust REO Loan during the Collection Period in which such
     Advance is reimbursed (the use of such Default Charges to be allocated
     pursuant to Section 3.26), and (2) to the extent that the Default Charges
     described in the immediately preceding clause (1) are insufficient, but
     only at the same time or after such Advance has been reimbursed, out of
     general collections on the Trust Mortgage Loans and any related REO
     Properties on deposit in the Collection Account;

          (ix) to pay for property inspection costs and expenses incurred by the
     Trust Fund as an Additional Trust Fund Expense pursuant to Section 3.12(a);

          (x) (A) to pay itself, as additional servicing compensation in
     accordance with Section 3.11(b), (1) interest and investment income earned
     in respect of amounts held in the Collection Account as provided in Section
     3.06(b), but only to the extent of the Net Investment Earnings with respect
     to the Collection Account for any Investment Period; and (2) any Prepayment
     Interest Excesses (after deduction of the amounts required to be deposited
     by the Master Servicer in the Collection Account for the related
     Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
     Interest Shortfalls and Casualty/Condemnation Interest Shortfalls); and (B)
     to pay itself and the Special Servicer, as additional servicing
     compensation in accordance with Sections 3.11(b) and 3.11(d), respectively,
     Default Charges to the extent provided in clause seventh of Section
     3.26(a);


          (xi) to pay for the cost of an independent appraiser or other expert
     in real estate matters retained pursuant to Section 3.03(e), 3.09(a), 3.18
     or 4.03(c), to the extent such cost is not required to be advanced
     hereunder;

          (xii) to pay itself, the Special Servicer, the Depositor, or any of
     their respective Affiliates, directors, partners, members, managers,
     shareholders, officers, employees or agents, as the case may be, any
     amounts payable to any such Person pursuant to Section 6.03;

          (xiii) to pay for (A) the advice of counsel and other experts
     contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
     Counsel contemplated by Sections 3.09(b)(ii), 3.20(b) and 11.02(a), (C) the
     cost of an Opinion of Counsel contemplated by Section 11.01(a), 11.01(b) or
     11.01(c) in connection with any amendment to this Agreement requested by
     the Master Servicer or the Special Servicer that protects or is in
     furtherance of the rights and interests of Certificateholders, and (D) the
     cost of recording this Agreement in accordance with Section 11.02(a);

          (xiv) to pay itself, the Special Servicer, any of the Mortgage Loan
     Sellers, the Plurality Subordinate Certificateholder or any other Person,
     as the case may be, with respect to each Trust Mortgage Loan, if any,
     previously purchased by such Person pursuant to this Agreement, all amounts
     received thereon subsequent to the date of purchase;


                                     -114-
<PAGE>


          (xv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, to a Non-Trust Noteholder, any amount
     (other than normal monthly payments) specifically payable or reimbursable
     to such party by the Trust, in its capacity as holder of the related Trust
     Mortgage Loan that is a part of the related Loan Combination or any
     successor REO Loan with respect thereto, pursuant to the terms of the
     related Loan Combination Intercreditor Agreement;

          (xvi) to reimburse the Fiscal Agent, the Trustee, the Master Servicer
     and/or the Special Servicer, as applicable, for unreimbursed Advances,
     unpaid Master Servicing Fees and/or any unpaid interest on any Advances,
     but only to the extent that such items relate to a Trust Mortgage Loan that
     is part of a Loan Combination or any successor Trust REO Loan, each such
     party's respective rights to reimbursement pursuant to this clause (xvi)
     being limited to amounts on deposit in the Collection Account that
     ------------- represent Liquidation Proceeds described in clauses (iv)
     through (ix) of the definition thereof; ------------- ---- provided that,
     such items may only be reimbursed to any party pursuant to this clause
     (xvi) if and to the ------------ extent that such items have not been or
     are not simultaneously being reimbursed to such party pursuant to Section
     3.05(e); and provided, further, that the amount of any unpaid Master
     Servicing Fees, ---------------- -------- ------- unreimbursed Advances
     and/or unpaid interest on Advances reimbursable to any party pursuant to
     this clause (xvi) shall be reduced by any related unpaid Master Servicing
     Fees, unreimbursed Advances and ------------ unpaid interest on Advances in
     respect of the subject Trust Mortgage Loan or Trust REO Loan which,
     following the purchase or sale from which the subject Liquidation Proceeds
     have been derived, will continue to be payable or reimbursable under the
     related Loan Combination Intercreditor Agreement and/or any successor
     servicing agreement with respect to the related Loan Combination to the
     Master Servicer and/or the Special Servicer (and which amounts shall no
     longer be payable hereunder) if the Master Servicer and/or the Special
     Servicer has agreed to continue acting as a master servicer or special
     servicer, as the case may be, of the related Loan Combination following the
     removal of the related Trust Mortgage Loan from the Trust Fund;

          (xvii) to remit to the Trustee for deposit into the Additional
     Interest Account the amounts required to be deposited pursuant to Section
     3.04(d);

          (xviii) to pay, out of general collections on the Mortgage Pool as are
     then on deposit in the Collection Account, to the [Other Series] Applicable
     Servicer or the [Other Series] Trustee, any amount payable by the Trust, in
     its capacity as holder of the [Blackacre] Trust Mortgage Loan, pursuant to
     the terms of the [Blackacre] Intercreditor Agreement;

          (xix) to pay the cost of any Environmental Assessment (to the extent
     not otherwise advanced pursuant to Section 3.09(c)) or any remedial,
     corrective or other action pursuant to Section 3.09(c);

          (xx) to withdraw any amounts deposited in error;

          (xxi) to withdraw any other amounts that this Agreement expressly
     provides may be withdrawn from the Collection Account; and

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


                                     -115-
<PAGE>


     The Master Servicer shall keep and maintain separate accounting records, on
a loan-by-loan basis when appropriate, in connection with any withdrawal from
the Collection Account pursuant to clauses (ii)-(xix) above and such records
shall be sufficient to determine the amounts attributable to REMIC I.

     The Master Servicer shall pay to the Special Servicer, the Trustee or the
Fiscal Agent, on each P&I Advance Date from the Collection Account amounts
permitted to be paid to the Special Servicer, the Trustee or the Fiscal Agent
therefrom based on a certificate of a Servicing Officer of the Special Servicer
or of a Responsible Officer of the Trustee or the Fiscal Agent, received not
later than 1:00 p.m. (New York City time) on the immediately preceding
Determination Date and describing the item and amount to which the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, is entitled. The
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein. The Special Servicer shall keep
and maintain separate accounting for each Specially Serviced Mortgage Loan and
REO Property, on a loan-by-loan and property-by-property basis, for the purpose
of substantiating any request for withdrawal from the Collection Account. With
respect to each Mortgage Loan for which it makes an Advance, the Trustee and the
Fiscal Agent shall similarly keep and maintain separate accounting for each
Mortgage Loan, on a loan-by-loan and property-by-property basis, for the purpose
of substantiating any request for withdrawal from the Collection Account for
reimbursements of Advances or interest thereon.

     In connection with any payments required to be made to a Non-Trust
Noteholder in accordance with Section 3.05(a)(xv), the Master Servicer may
request a written statement from such Non-Trust Noteholder, describing the
nature and amount of the item for which such party is seeking payment or
reimbursement and setting forth the provision(s) of the related Loan Combination
Intercreditor Agreement pursuant to which such party believes it is entitled to
reimbursement; provided that the Master Servicer may not condition payments
required to be made to a Non-Trust Noteholder in accordance with Section
3.05(a)(xv) upon receipt of such a written statement (other than as permitted
under the [Blackacre] Intercreditor Agreement); and provided, further, that to
the extent such a written statement from a Non-Trust Noteholder is received by
the Master Servicer, the Master Servicer may conclusively rely, absent manifest
error and consistent with the Servicing Standard, upon such statement as to the
nature and amount of the item for which reimbursement is sought.

     In connection with any payments required to be made to the [Other Series]
Applicable Servicer or the [Other Series] Trustee in accordance with Section
3.05(a)(xviii), the Master Servicer may request a written statement from a
responsible officer of the [Other Series] Applicable Servicer and/or the [Other
Series] Trustee, as applicable, describing the nature and amount of the item for
which such party is seeking reimbursement and setting forth the provision(s) of
the [Blackacre] Intercreditor Agreement pursuant to which such party believes it
is entitled to reimbursement; provided that the Master Servicer may not
condition payments required to be made to such party in accordance with Section
3.05(a)(xviii) upon receipt of such a written statement (other than as permitted
under the [Blackacre] Intercreditor Agreement); and provided, further, that to
the extent such a written statement from the [Other Series] Applicable Servicer
or the [Other Series] Trustee is received by the Master Servicer, the Master
Servicer may conclusively rely, absent manifest error and consistent with the
Servicing Standard, upon such statement as to the nature and amount of the item
for which reimbursement is sought.


                                     -116-
<PAGE>


     (b) The Trustee may, from time to time, make withdrawals from the
Distribution Account for any of the following purposes (in no particular order
of priority):

          (i) to make deemed distributions to itself as holder of the REMIC I
     Regular Interests, and to make distributions to Certificateholders, on each
     Distribution Date, pursuant to Section 4.01 or 9.01, as applicable;

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

          (iii) to pay itself respective portions of the Trustee Fee as
     contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;

          (iv) to pay for the cost of the Opinions of Counsel sought by it (A)
     as provided in clause (iv) of the definition of "Disqualified
     Organization", (B) as contemplated by Section 3.20(b), 9.02(a) and
     10.01(h), or (C) as contemplated by Section 11.01(a), 11.01(b) or 11.01(c)
     in connection with any amendment to this Agreement requested by the Trustee
     which amendment is in furtherance of the rights and interests of
     Certificateholders;

          (v) to pay any and all federal, state and local taxes imposed on any
     of the REMICs created hereunder or on the assets or transactions of any
     such REMIC, together with all incidental costs and expenses, to the extent
     none of the Trustee, the REMIC Administrator, the Master Servicer or the
     Special Servicer is liable therefor pursuant to Section 10.01(i);

          (vi) to pay the REMIC Administrator any amounts reimbursable to it
     pursuant to Section 10.01(e);

          (vii) to pay to the Master Servicer any amounts deposited by the
     Master Servicer in the Distribution Account not required to be deposited
     therein;

          (viii) to withdraw any Interest Reserve Amount and deposit such
     Interest Reserve Amount into the Interest Reserve Account pursuant to
     Section 3.04(c);

          (ix) to pay itself interest and investment income earned in respect of
     amounts held in the Distribution Account as provided in Section 3.06(b),
     but only to the extent of the Net Investment Earnings with respect to the
     Distribution Account for any Investment Period; and

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

     (c) The Trustee shall on each Distribution Date to occur in March of each
year, prior to any distributions required to be made to Certificateholders on
such date, withdraw from the Interest Reserve Account and deposit into the
Distribution Account in respect of each Interest Reserve Loan, an amount equal
to the aggregate of the Interest Reserve Amounts deposited into the Interest
Reserve Account pursuant to Section 3.04(c) during February and, if applicable,
January of that year.


                                     -117-
<PAGE>

     (d) The Trustee shall, on any Distribution Date, make withdrawals from the
Additional Interest Account to the extent required to make the distributions of
Additional Interest required by Section 4.01(b).

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

          (i) to make remittances on each P&I Advance Date (or, with respect to
     a Non-Trust Noteholder, on such earlier date as provided for in the related
     Loan Combination Intercreditor Agreement) to the related Non-Trust
     Noteholder(s) and to the Trust in accordance with the related Loan
     Combination Intercreditor Agreements, such remittances to the Trust to be
     made to the Collection Account;

          (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
     order, for unreimbursed P&I Advances made with respect to the related Trust
     Mortgage Loan that is part of the related Loan Combination or any successor
     Trust REO Loan, the Fiscal Agent's, the Trustee's and the Master Servicer's
     right to reimbursement pursuant to this clause (ii) with respect to any P&I
     Advance (other than any P&I Advance that has been or is determined to be a
     Nonrecoverable Advance, which shall be reimbursed in the manner
     contemplated in Section 3.05(a)(vii)) being limited to amounts that
     represent Late Collections ofinterest (net of related Master Servicing
     Fees) and principal (net of any related Workout Fee or Principal Recovery
     Fee) received in respect of the related Trust Mortgage Loan that is part of
     the related Loan Combination or any successor Trust REO Loan; provided,
     however, that if such P&I Advance becomes a Workout-Delayed Reimbursement
     Amount, then such P&I Advance shall thereafter be reimbursed in the manner
     contemplated in Section 3.05(a)(vii);

          (iii) to pay to itself and/or the holder of the Excess Servicing Strip
     earned and unpaid Master Servicing Fees (as allocable between the Master
     Servicer and such holder (if different from the Master Servicer)) in
     respect of the related Loan Combination (including, without limitation, any
     successor REO Loans comprising such), the Master Servicer's right to
     payment pursuant to this clause (iii) with respect to the related Loan
     Combination (including, without limitation, any successor REO Loans
     comprising such) being limited to amounts received on or in respect of such
     Mortgage Loans (whether in the form of payments, Liquidation Proceeds or
     Insurance Proceeds) or such REO Loans (whether in the form of REO Revenues,
     Liquidation Proceeds or Insurance Proceeds) that are allocable as a
     recovery of interest thereon;

          (iv) [RESERVED];

          (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) earned and unpaid Special Servicing Fees, Workout Fees
     and/or Principal Recovery Fees in respect of the related Loan Combination
     in the amounts provided in Section 3.11(c) and out of the collections
     contemplated by the applicable Loan Combination Intercreditor Agreement;

          (vi) to reimburse the Fiscal Agent, the Trustee, the Special Servicer
     or itself, in that order (with reimbursements to the Special Servicer and
     Master Servicer to be made concurrently on a pro rata basis), for any
     unreimbursed Servicing Advances in respect of the


                                     -118-
<PAGE>


     related Loan Combination or any related Loan Combination REO Property, the
     Fiscal Agent's, the Trustee's, the Special Servicer's and the Master
     Servicer's respective rights to reimbursement pursuant to this clause (vi)
     with respect to any Servicing Advance being limited to payments made by or
     on behalf of the related Mortgagor and cure payments that are allocable to
     such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds and,
     if applicable, REO Revenues received in respect of the related Loan
     Combination or any related Loan Combination REO Property; provided,
     however, that if such Servicing Advance becomes a Workout-Delayed
     Reimbursement Amount, then such Servicing Advance shall thereafter be
     reimbursed in the manner contemplated in Section 3.05(a)(vii);

          (vii) to reimburse the Fiscal Agent, the Trustee, the Special Servicer
     or itself, in that order (except that reimbursements to the Special
     Servicer and Master Servicer shall be made concurrently on a pro rata
     basis), for any unreimbursed Servicing Advances in respect of the related
     Loan Combination or any related Loan Combination REO Property that have
     been or are determined to be Nonrecoverable Advances out of REO Revenues,
     Liquidation Proceeds and Insurance Proceeds received on such Loan
     Combination or any related Loan Combination REO Property; provided that if
     REO Revenues, Liquidation Proceeds and Insurance Proceeds received on the
     related Loan Combination or any related Loan Combination REO Property are
     insufficient, then such Servicing Advance shall be reimbursed in the manner
     contemplated in Section 3.05(a)(vii);

          (viii) at such time as it reimburses the Fiscal Agent, the Trustee,
     the Special Servicer or itself, in that order, for any unreimbursed Advance
     pursuant to clause (ii), (vi) or (vii) above, to pay the Fiscal Agent, the
     Trustee, the Special Servicer or itself, as the case may be, in that order
     (except that payments to the Special Servicer and Master Servicer shall be
     made concurrently on a pro rata basis), any unpaid interest accrued and
     payable thereon in accordance with Section 3.03(d) or 4.03(d), as
     applicable; the Master Servicer's, Special Servicer's, Trustee's and/or
     Fiscal Agent's right to payment pursuant to this clause (viii) with respect
     to interest on any Advance being permitted to be satisfied (A) out of
     Default Charges collected on or in respect of the related Loan Combination,
     during the Collection Period in which such Advance is reimbursed (the use
     of such Default Charges to be allocated pursuant to Section 3.26), (B) to
     the extent that the Default Charges described in the immediately preceding
     clause (A) are insufficient, but only at the same time or after such
     Advance has been reimbursed, out of general collections on the Loan
     Combination and any related Loan Combination REO Property on deposit in
     such Loan Combination Custodial Account, and (C) if general collections on
     the related Loan Combination and any related Loan Combination REO Property
     on deposit in such Loan Combination Custodial Account are insufficient and
     such Advance has been or is determined to be a Nonrecoverable Advance, out
     of the sources out of which the related Advance may be reimbursed as
     provided in Section 3.05(a)(vii);

          (ix) to pay for property inspection costs and expenses incurred by the
     Trust Fund as an Additional Trust Fund Expense pursuant to Section 3.12(a),
     to the extent such costs and expenses relate to the related Loan
     Combination Mortgaged Property;

          (x) (A) to pay itself, as additional servicing compensation in
     accordance with Section 3.11(b), (1) interest and investment income earned
     in respect of amounts held in such Loan Combination Custodial Account as
     provided in Section 3.06(b), but only to the extent


                                     -119-
<PAGE>


     of the Net Investment Earnings with respect to such Loan Combination
     Custodial Account for any Investment Period; and (2) any Prepayment
     Interest Excess with respect to the Trust Mortgage Loan that is part of the
     related Loan Combination (after deduction of the amounts required to be
     deposited by the Master Servicer in the Collection Account for the related
     Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
     Interest Shortfalls and Casualty/Condemnation Interest Shortfalls); and (B)
     to pay itself and the Special Servicer, as additional servicing
     compensation in accordance with Sections 3.11(b) and 3.11(d), respectively,
     Default Charges with respect to such Loan Combination to the extent
     provided in clause seventh of Section 3.26(a);

          (xi) to pay for the cost of an independent appraiser or other expert
     in real estate matters retained pursuant to Section 3.03(e), 3.09(a), 3.18
     or 4.03(c), to the extent those costs relate to such Loan Combination
     and/or the related Loan Combination Mortgaged Property;

          (xii) to pay itself, the Special Servicer, the Depositor, or any of
     their respective Affiliates, directors, partners, members, managers,
     shareholders, officers, employees or agents, as the case may be, any
     amounts payable to any such Person pursuant to Section 6.03, to the extent
     such amounts relate to such Loan Combination and/or the related Loan
     Combination Mortgaged Property;

          (xiii) to pay for (A) the advice of counsel and other experts
     contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
     Counsel contemplated by Sections 3.09(b)(ii), 3.20(b) and 11.02(a), and (C)
     the cost of recording the related Loan Combination Intercreditor Agreement
     and any required opinion of counsel related thereto and, to the extent
     applicable pursuant to Section 11.02(a), the allocable portion of the cost
     of the Opinion of Counsel contemplated by Section 11.02(a) and, in the case
     of each of (A) and (B) preceding, to the extent such amounts relate to such
     Loan Combination and/or the related Loan Combination Mortgaged Property;

          (xiv) to pay itself, the Special Servicer, the related Mortgage Loan
     Seller, the Plurality Subordinate Certificateholder or any other Person, as
     the case may be, with respect to the related Trust Mortgage Loan in such
     Loan Combination, if previously purchased by such Person pursuant to this
     Agreement, all amounts received thereon subsequent to the date of purchase;

          (xv) [RESERVED];

          (xvi) to pay the cost of any Environmental Assessment (to the extent
     not otherwise advanced pursuant to Section 3.09(c)) or any remedial,
     corrective or other action pursuant to Section 3.09(c), to the extent such
     costs relate to such Loan Combination and/or the related Loan Combination
     Mortgaged Property;

          (xvii) to withdraw any amounts deposited in error;

          (xviii) to withdraw any other amounts that this Agreement expressly
     provides may be withdrawn from such Loan Combination Custodial Account; and


                                     -120-
<PAGE>

          (xix) to clear and terminate such Loan Combination Custodial Account
     at the termination of this Agreement pursuant to Section 9.01.

     If, pursuant to Section 3.28 hereof, the [Blackacre] Loan Combination is
being serviced hereunder, then if the Master Servicer fails to make a remittance
to a [Blackacre] Subordinate Noteholder on any [Blackacre] Early Remittance Date
by the time specified in the [Blackacre] Intercreditor Agreement and the Master
Servicer has received collections in respect of the [Blackacre] Loan Combination
that would enable the Master Servicer to make such remittance by such specified
time, the Master Servicer shall pay the affected [Blackacre] Subordinate
Noteholder interest in accordance with the [Blackacre] Intercreditor Agreement.

     The Master Servicer shall keep and maintain separate accounting records, on
a loan-by-loan basis when appropriate, in connection with any withdrawal from a
Loan Combination Custodial Account pursuant to clauses (ii)-(xviii) above and
such records shall be sufficient to determine the amounts attributable to REMIC
I.

     The Master Servicer shall (a) on or before 12:00 PM (New York City time) on
each P&I Advance Date, remit to the Trust and the related Non-Trust
Noteholder(s) (excluding any Non-Trust Noteholder with respect to the
[Blackacre] Loan Combination) and (b) if the [Blackacre] Loan Combination is
being serviced hereunder pursuant to Section 3.28, on or before 12:00 PM (New
York City time) on each [Blackacre] Early Remittance Date, remit to each
Non-Trust Noteholder with respect to the [Blackacre] Loan Combination, in each
case (clause (a) or (b) above) such amounts as are distributable in respect of
each Mortgage Loan that is part of a Loan Combination (or any successor REO Loan
with respect thereto) pursuant to the corresponding Loan Combination
Intercreditor Agreement, such remittances to the Trust to be made to the
Collection Account and such remittances to the related Non-Trust Noteholder(s)
to be made by wire transfer to the respective accounts designated by such
Non-Trust Noteholder(s) pursuant to the related Loan Combination Intercreditor
Agreements.

     The Master Servicer shall pay to the Special Servicer, the Trustee or the
Fiscal Agent on each P&I Advance Date from any Loan Combination Custodial
Accounts amounts permitted to be paid to the Special Servicer, the Trustee or
the Fiscal Agent therefrom based on a certificate of a Servicing Officer of the
Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent
received not later than 1:00 p.m. (New York City time) on the immediately
preceding Determination Date and describing the item and amount to which the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, is
entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special
Servicer shall keep and maintain separate accounting for each Specially Serviced
Mortgage Loan and REO Property, on a loan-by-loan and property-by-property
basis, for the purpose of substantiating any request for withdrawal from a Loan
Combination Custodial Account. With respect to each Mortgage Loan for which it
makes an Advance, each of the Trustee and the Fiscal Agent shall similarly keep
and maintain separate accounting for each Mortgage Loan, on a loan-by-loan and
property-by-property basis, for the purpose of substantiating any request for
withdrawal from a Loan Combination Custodial Account for reimbursements of
Advances or interest thereon.

     If and to the fullest extent that it is permitted to do so pursuant to the
related Loan Combination Intercreditor Agreement, the Master Servicer shall,
consistent with the Servicing Standard, seek payment from the related
B-Noteholder (in the case of an A/B Loan Combination) or the


                                     -121-
<PAGE>

[Blackacre] Pari Passu Noteholder and the [Blackacre] Subordinate Noteholders
(in the case of the [Blackacre] Loan Combination), to cover (or to reimburse the
Trust for the payment of) any cost or expense, including the reimbursement of
Advances and the payment of interest thereon, with respect to such Loan
Combination or any related REO Property that is not (but, subject to available
funds, would have been permitted to be) paid out of amounts otherwise payable to
such B-Noteholder (in the case of an A/B Loan Combination) or the [Blackacre]
Pari Passu Noteholder and/or the [Blackacre] Subordinate Noteholders (in the
case of the [Blackacre] Loan Combination).

     (f) In addition, the Trustee may from time to time, make withdrawals from
the Gain-on-Sale Reserve Account, the Additional Interest Account and the
Interest Reserve Account to pay itself interest and investment income earned in
respect of amounts held in the Gain-on-Sale Reserve Account, the Additional
Interest Account and the Interest Reserve Account, respectively, as provided in
Section 3.06(b), but in each case only to the extent of the Net Investment
Earnings with respect to the Gain-on-Sale Reserve Account, the Additional
Interest Account and the Interest Reserve Account, respectively, for any
Investment Period.

     SECTION 3.06. Investment of Funds in the Servicing Accounts, the
                   Reserve Accounts, the Collection Account, the Distribution
                   Account, the Loan Combination Custodial Accounts, the
                   Additional Interest Account, the Gain-on-Sale Reserve Account
                   and the REO Accounts.

     (a) The Master Servicer may direct in writing any depository institution
maintaining a Servicing Account, a Reserve Account, the Collection Account or a
Loan Combination Custodial Account (each, for purposes of this Section 3.06, an
"Investment Account"), the Special Servicer may direct in writing any depository
institution maintaining an REO Account (also, for purposes of this Section 3.06,
an "Investment Account"), and the Trustee may direct in writing any depository
institution maintaining the Distribution Account, the Gain-on-Sale Reserve
Account, the Additional Interest Account and the Interest Reserve Account (each
also, for purposes of this Section 3.06, an "Investment Account"), to invest, or
if it is such depository institution, may itself invest, the funds held therein
only in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, no later than the Business Day
immediately preceding the next succeeding date on which such funds are required
to be withdrawn from such account pursuant to this Agreement. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the Servicing Accounts, the Reserve Accounts, the
Collection Account or the Loan Combination Custodial Accounts) and the Special
Servicer (with respect to Permitted Investments of amounts in the REO Accounts),
on behalf of the Trustee, and the Trustee (with respect to Permitted Investments
of amounts in the Distribution Account, the Gain-on-Sale Reserve Account, the
Additional Interest Account and the Interest Reserve Account) shall (and in the
case of the Master Servicer and the Special Servicer, the Trustee hereby
designates the Master Servicer and the Special Servicer, as applicable, as the
person that shall) maintain continuous possession of any Permitted Investment
that is either (i) a "certificated security", as such term is defined in the
UCC, or (ii) other property in which a secured party may perfect its security
interest by possession under the UCC or any other applicable law. Possession of
any such Permitted Investment by the Master Servicer, the Special Servicer or
the Trustee shall constitute possession by the Trustee, as secured party, for
purposes of Section 9-313 of the UCC and any other applicable law. If amounts on
deposit in an


                                     -122-
<PAGE>

Investment Account are at any time invested in a Permitted Investment payable on
demand, the Master Servicer (in the case of the Collection Account, the Loan
Combination Custodial Accounts, the Servicing Accounts and the Reserve
Accounts), the Special Servicer (in the case of the REO Accounts) or the Trustee
(in the case of the Distribution Account, the Gain-on-Sale Reserve Account, the
Additional Interest Account and the Interest Reserve 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
any of the Servicing Accounts, the Reserve Accounts, the Collection Account or
the Loan Combination Custodial Accounts, interest and investment income realized
on funds deposited therein, to the extent of the related Net Investment
Earnings, if any, for each Investment Period and, in the case of a Reserve
Account or a Servicing Account, to the extent not otherwise payable to the
related Mortgagor in accordance with applicable law or the related Mortgage Loan
documents, shall be for the sole and exclusive benefit of the Master Servicer
and shall be subject to its withdrawal in accordance with Section 3.03(a),
3.03(f) or 3.05(a), as applicable. Whether or not the Special Servicer directs
the investment of funds in any REO Account, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each Investment Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). Whether or not the Trustee directs the
investment of funds in the Distribution Account, the Gain-on-Sale Reserve
Account, the Additional Interest Account and the Interest Reserve Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for each Investment Period, shall
be for the sole and exclusive benefit of the Trustee and shall be subject to its
withdrawal in accordance with Section 3.05(b) or 3.05(f), as applicable. If any
loss shall be incurred in respect of any Permitted Investment on deposit in any
Investment Account, the Master Servicer (in the case of the Servicing Accounts,
the Reserve Accounts, the Collection Account and the Loan Combination Custodial
Accounts, excluding any accounts containing amounts invested solely for the
benefit of, and at the direction of, the Mortgagor under the terms of the
Mortgage Loan or applicable law), the Special Servicer (in the case of the REO
Accounts) and the Trustee (in the case of the Distribution Account, the
Gain-on-Sale Reserve Account, the Additional Interest Account and the Interest
Reserve Account) shall promptly deposit therein from its own funds, without
right of reimbursement, no later than the end of the Investment Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, for
such Investment Period.

     (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Special Servicer or the Master Servicer fails to deposit any
losses with respect to such Permitted Investment pursuant to Section 3.06(b),
the Trustee may and, subject to Section 8.02, upon the request of Holders of
Certificates entitled to not less


                                     -123-
<PAGE>


than 25% of the Voting Rights allocated to any Class, shall take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings.

     (d) Notwithstanding the investment of funds held in any Investment Account,
for purposes of the calculations hereunder, including, without limitation, the
calculation of the Available Distribution Amount, the amounts so invested shall
be deemed to remain on deposit in such Investment Account.

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

     (a) The Master Servicer, with respect to each of the Serviced Mortgage
Loans, including Specially Serviced Mortgaged Loans, and the Special Servicer,
with respect to Administered REO Properties, shall use reasonable efforts,
consistent with the Servicing Standard, to cause the Mortgagor to maintain, to
the extent required by the terms of the related Mortgage Loan documents, or if
the Mortgagor does not maintain, shall itself maintain for each Mortgaged
Property all insurance coverage as is required under the related Mortgage;
provided that if and to the extent that any such Mortgage permits the holder
thereof any discretion (by way of consent, approval or otherwise) as to the
insurance coverage that the related Mortgagor is required to maintain, the
Master Servicer shall exercise such discretion in a manner consistent with the
Servicing Standard and subject to the terms of this Section 3.07; and provided,
further that, if and to the extent that a Mortgage so permits, the related
Mortgagor shall be required to exercise its reasonable efforts to obtain the
required insurance coverage from Qualified Insurers and required insurance
coverage obtained by the Master Servicer shall be from Qualified Insurers. The
cost of any such insurance coverage obtained by either the Master Servicer or
the Special Servicer shall be a Servicing Advance to be paid by the Master
Servicer pursuant to Section 3.03. If not required under the terms of the
Mortgage or the Mortgage Loan documents, the Special Servicer may require that
earthquake insurance be secured for one or more Serviced Mortgaged Properties at
the expense of the Trust Fund (including the Special Servicer's costs and
expenses incurred in obtaining such insurance). Subject to Section 3.17(a), the
Special Servicer shall also cause to be maintained for each Administered REO
Property no less insurance coverage than was required of the Mortgagor under the
related Mortgage as of the Closing Date; provided that all such insurance shall
be obtained from Qualified Insurers. All such insurance policies maintained by
the Master Servicer or the Special Servicer (i) shall contain (if they insure
against loss to property and do not relate to an REO Property) a "standard"
mortgagee clause, with loss payable to the Trustee or the Master Servicer on
behalf of the Trustee (and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s)) (in the case of insurance maintained in respect of
Mortgage Loans); (ii) shall be in the name of the Special Servicer (in the case
of insurance maintained in respect of Administered REO Properties), on behalf of
the Trustee; (iii) shall be non-cancelable without 30 days' prior written notice
to the insured party; (iv) shall include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing a Serviced
Mortgaged Property or Administered REO Property, as applicable, or (y) the
outstanding principal balance owing on the related Serviced Mortgage Loan or
Serviced REO Loan, as applicable, and in any event, the amount necessary to
avoid the operation of any co-insurance provisions; (v) shall include a
replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents);
(vi) shall include such other insurance, including, to the extent available at
commercially reasonable rates, earthquake insurance, where applicable, as
required under the applicable Mortgage or other Mortgage


                                     -124-
<PAGE>


Loan documents; (vii) to the extent that the Mortgage or other Mortgage Loan
documents specifically require terrorism coverage or the Mortgage requires the
related Mortgagor to carry "all risk" coverage, shall include terrorism
coverage, unless the failure to obtain such terrorism coverage constitutes an
Acceptable Insurance Default; and (viii) in each case such insurance shall be
issued by an insurer authorized under applicable law to issue such insurance.
Notwithstanding the foregoing, the Master Servicer or the Special Servicer shall
not be required to obtain, and shall not be in default hereunder for failing to
obtain, any insurance coverage that was previously required of the Mortgagor
under the related Mortgage if (a) such insurance is not available at any rate;
(b) such insurance is not available from a Qualified Insurer (provided that the
Master Servicer or the Special Servicer, as applicable, shall obtain such
insurance from the next highest rated insurer offering such insurance at
commercially reasonable rates); (c) subject to the prior approval of the
Controlling Class Representative (which approval is deemed granted if not denied
within 10 Business Days after its receipt of the Master Servicer's or the
Special Servicer's request for such approval), such insurance is not available
at commercially reasonable rates and, as determined by the Master Servicer or
the Special Servicer following due inquiry conducted in a manner consistent with
the Servicing Standard, the subject hazards are not commonly insured against by
prudent owners of similar real properties in similar locales (but only by
reference to such insurance that has been obtained by such owners at the then
current market rates); or (d) the Trustee does not have an insurable interest in
the related Mortgaged Property or Administered REO Property. Any amounts
collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Serviced Mortgaged Property or Administered REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.05(a), in the case of amounts received in respect of a Serviced Mortgage Loan
(other than a Loan Combination), or in the related Loan Combination Custodial
Account, subject to withdrawal pursuant to Section 3.05(e), in the case of
amounts received in respect of a Loan Combination, or in the applicable REO
Account, subject to withdrawal pursuant to Section 3.16(c), in the case of
amounts received in respect of an Administered REO Property. Any cost incurred
by the Master Servicer or the Special Servicer in maintaining any such insurance
shall not, for purposes hereof, including, without limitation, calculating
monthly distributions to Certificateholders, be added to the unpaid principal
balance of the related Serviced Mortgage Loan, notwithstanding that the terms of
such Serviced Mortgage Loan so permit.

     Notwithstanding the foregoing, with respect to the Serviced Mortgage Loans
which either (x) require the Mortgagor to maintain "all risk" property insurance
(and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in
types and against such risks as the holder of such Serviced Mortgage Loan
reasonably requires from time to time in order to protect its interests, the
Master Servicer will be required to (A) use reasonable efforts to monitor
whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions, (B) request the Mortgagor to either purchase insurance
against the risks specified in the Additional Exclusions or provide an
explanation as to its reasons for failing to purchase such insurance and (C)
notify the Special Servicer if any insurance policy contains Additional
Exclusions or if any Mortgagor fails to purchase the insurance requested to be
purchased by the Master Servicer pursuant to clause (B) above. If the Special
Servicer determines in accordance with the Servicing Standard that such failure
is not an Acceptable Insurance Default, the Special Servicer shall notify the
Master Servicer and the Master Servicer shall cause such insurance to be
maintained. Furthermore, the Special Servicer shall inform the Rating Agencies
as to such


                                     -125-
<PAGE>

conclusions for those Serviced Mortgage Loans that (i) have one of the 10
highest outstanding Stated Principal Balances of all of the Mortgage Loans then
included in the Trust Fund or (ii) comprise more than 5% of the outstanding
Stated Principal Balance of the Mortgage Loans then included in the Trust Fund
(and, if a Loan Combination satisfies clause (i) and/or clause (ii), the Special
Servicer shall also inform the related Non-Trust Noteholder(s) as to such
conclusion). During the period that the Special Servicer is evaluating the
availability of such insurance, the Master Servicer will not be liable for any
loss related to its failure to require the Mortgagor to maintain such insurance
and will not be in default of its obligations as a result of such failure and
the Master Servicer will not itself maintain such insurance or cause such
insurance to be maintained.

     (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 Serviced
Mortgage Loans and/or Serviced REO Properties that it is required to service and
administer, then, to the extent such policy (i) is obtained from a Qualified
Insurer and (ii) provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer, as the case may
be, shall conclusively be deemed to have satisfied its obligation to cause
hazard insurance to be maintained on the related Serviced Mortgaged Properties
and/or Administered REO Properties. In the event that the Special Servicer
causes any Administered REO Property to be covered by such blanket policy, the
incremental cost of such insurance applicable to such Administered REO Property
(other than any minimum or standby premium payable for such policy whether or
not any Administered REO Property is covered thereby) shall be paid by the
Master Servicer as a Servicing Advance pursuant to Section 3.03. Such blanket
policy or master force-placed 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 Serviced Mortgaged Property or Administered REO Property a hazard
insurance policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses that would have been covered by such policy,
promptly deposit into the Collection Account (or, in the case of a Loan
Combination Mortgaged Property or any Loan Combination REO Property, into the
related Loan Combination Custodial Account) from its own funds the amount not
otherwise payable under the blanket policy or master force-placed policy because
of such deductible clause to the extent the amount of such deductible exceeds
the deductible permitted under the related Mortgage Loan documents (or if the
related Mortgage Loan documents are silent regarding a permitted deductible, a
deductible 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
(and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)),
claims under any such blanket policy or master force-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 in which Specially Serviced Mortgage
Loans or Administered REO Properties are part of the Trust Fund) keep in force a
fidelity bond with Qualified Insurers, such fidelity bond to be in such form and
amount as would permit it to be a qualified FNMA or FHLMC, whichever is greater,
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event (as evidenced in writing from each
Rating Agency). Each of the Master Servicer and the Special Servicer shall be
deemed to have complied with the foregoing provision if an Affiliate thereof has
such


                                     -126-
<PAGE>

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.

     Each of the Master Servicer and the Special Servicer shall at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement in which Specially Serviced Mortgage
Loans and/or Administered REO Properties exist as part of the Trust Fund) also
keep in force with Qualified Insurers, a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers 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 FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not result in an Adverse Rating Event (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provisions if an
Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Master Servicer or the
Special Servicer, as the case may be. Any such errors and omissions policy shall
provide for 10 days' written notice to the Trustee prior to cancellation. The
Master Servicer and the Special Servicer shall each cause the Trustee to be an
additional loss payee on any policy currently in place or procured pursuant to
the requirements of this Section 3.07(c).

     For so long as the long-term debt obligations of the Master Servicer or
Special Servicer, as the case may be (or in the case of the initial Master
Servicer and Special Servicer, their respective direct parent), are rated at
least "A" or the equivalent by all of the Rating Agencies (or such lower rating
as will not result in an Adverse Rating Event, as evidenced in writing by the
Rating Agencies), such Person may self-insure with respect to the risks
described in this Section 3.07.

     (d) Within 90 days of the Closing Date, with respect to each of the
Serviced Mortgage Loans identified on Exhibit J as being covered by an
environmental insurance policy, the Master Servicer (or the Special Servicer in
the case of a Specially Serviced Mortgage Loan) shall notify the insurer under
such environmental insurance policy and take all other action necessary for the
Trustee, on behalf of the Certificateholders (and in the case of a Loan
Combination, the related Non-Trust Noteholder(s)), to be an insured (and for the
Master Servicer (or the Special Servicer in the case of a Specially Serviced
Mortgage Loan), on behalf of the Trust Fund (and in the case of a Loan
Combination, the related Non-Trust Noteholder(s)), to make claims) under such
environmental insurance policy. In the event that the Master Servicer (or the
Special Servicer in the case of a Specially Serviced Mortgage Loan) has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any environmental insurance policy in respect of any Serviced Mortgage
Loan covered thereby, the Master Servicer (or the Special Servicer in the case
of a Specially Serviced Mortgage Loan) shall, in accordance with the terms of
such environmental insurance policy and the Servicing Standard, timely make a
claim thereunder with the appropriate insurer and shall take such other actions
in accordance with the Servicing Standard which are necessary under such
environmental insurance policy in order to realize the full value thereof for
the benefit of the Certificateholders (and in the case of a Loan Combination,
the related Non-Trust Noteholder(s)). Any legal fees, premiums or other
out-of-pocket costs incurred in connection with any such claim under an
environmental insurance policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance. With respect to each environmental
insurance policy that relates to one or more Serviced Mortgage Loans, the Master
Servicer shall review and familiarize itself with the terms and conditions
relating to enforcement of claims and shall monitor the dates by which any claim
must be made or any action must be taken


                                     -127-
<PAGE>

under such policy to realize the full value thereof for the benefit of the
Certificateholders (and in the case of a Loan Combination, the related Non-Trust
Noteholder(s)) in the event the Master Servicer has actual knowledge of an
Insured Environmental Event giving rise to a claim under such policy.

     In the event that the Master Servicer (or the Special Servicer in the case
of a Specially Serviced Mortgage Loan) receives notice of any termination of any
environmental insurance policy that relates to one or more Serviced Mortgage
Loans, the Master Servicer (or the Special Servicer in the case of a Specially
Serviced Mortgage Loan) shall, within five Business Days after receipt of such
notice, notify the Special Servicer, the Controlling Class Representative, the
Rating Agencies, the Trustee and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s) of such termination in writing. Upon receipt of such
notice, the Master Servicer with respect to non-Specially Serviced Mortgage
Loans, and the Special Servicer with respect to Specially Serviced Mortgage
Loans, shall address such termination in accordance with Section 3.07(a) in the
same manner as it would the termination of any other Insurance Policy required
under the related Mortgage Loan documents. Any legal fees, premiums or other
out-of-pocket costs incurred in connection with a resolution of such termination
of an environmental insurance policy shall be paid by the Master Servicer and
shall be reimbursable to it as a Servicing Advance.

     SECTION 3.08. Enforcement of Alienation Clauses.

     (a) The Master Servicer and the Special Servicer (with respect to all other
Mortgage Loans), on behalf of the Trustee as the mortgagee of record, shall
enforce any "due-on-sale" or "due-on-encumbrance" clauses and any other
restrictions contained in the related Mortgage or other related loan document on
transfers or further encumbrances of the related Mortgaged Property and on
transfers of interests in the related Mortgagor, unless the Master Servicer
(with the consent of the Special Servicer) or the Special Servicer, as the case
may be, has (i) determined, in its reasonable judgment (exercised in accordance
with the Servicing Standard and which, for the avoidance of doubt, would include
a determination that any required conditions to a transfer have been met), that
waiver of the lender's rights under such clauses or the waiver of such other
restrictions, as applicable, would be in accordance with the Servicing Standard
and (ii) complied with the applicable requirements, if any, of Section 6.11 and
Section 6.12; provided that:

          (i) subject to the related Mortgage Loan documents and applicable law,
     neither the Master Servicer nor the Special Servicer shall waive any right
     it has, or grant any consent it is otherwise entitled to withhold, in
     accordance with any related "due-on-encumbrance" clause under any Serviced
     Trust Mortgage Loan that is a Significant Mortgage Loan, or if, taking into
     account existing debt on the subject Mortgaged Property (including any
     related Non-Trust Loan(s)) and the proposed additional debt as if such
     total debt were a single mortgage loan, the Loan-to-Value Ratio is equal to
     or greater than 85% or the Debt Service Coverage Ratio is equal to or less
     than 1.2x, unless it receives prior written confirmation from each Rating
     Agency that such action would not result in an Adverse Rating Event
     [(except that prior written confirmation from Fitch and DBRS shall not be
     required unless the Serviced Mortgage Loan is a Significant Mortgage
     Loan)];

          (ii) if the affected Serviced Trust Mortgage Loan is a Significant
     Mortgage Loan, then, subject to the related Mortgage Loan documents and
     applicable law, neither the Master Servicer nor the Special Servicer shall
     waive any right it has, or grant any consent it is


                                     -128-
<PAGE>


     otherwise entitled to withhold, in accordance with any related
     "due-on-sale" clause under any Serviced Trust Mortgage Loan until it has
     received written confirmation from each Rating Agency that such action
     would not result in an Adverse Rating Event [(except that prior written
     confirmation from Fitch and DBRS shall not be required unless the Serviced
     Trust Mortgage Loan is a Significant Mortgage Loan)]; provided that, with
     respect to a waiver of a due-on-sale provision, in the event that such
     Serviced Mortgage Loan is not a Significant Mortgage Loan, and the Mortgage
     Loan documents contain a requirement for Rating Agency approval, the Master
     Servicer (with the consent of the Special Servicer) or the Special
     Servicer, subject to Section 6.11 and Section 6.12 may waive such
     requirement without Rating Agency approval in accordance with the Servicing
     Standard;

          (iii) the Master Servicer shall not waive any right it has, or grant
     any consent it is otherwise entitled to withhold, in accordance with any
     related "due-on-encumbrance" clause under any Trust Mortgage Loan that is
     not a Specially Serviced Mortgage Loan until it has delivered to the
     Special Servicer its recommendation and analysis of the request, together
     with a copy of the materials and information upon which such recommendation
     is based, and has received the consent of the Special Servicer (the giving
     of which consent shall be subject to the Servicing Standard and Section
     6.11 and Section 6.12 which consent shall be deemed given if not denied in
     writing within 10 Business Days (or, if the Controlling Class
     Representative is entitled to object pursuant to Section 6.11 (or, in the
     case of the [Blackacre] Loan Combination, if it is being serviced hereunder
     pursuant to Section 3.28, the [Blackacre] Controlling Party is entitled to
     object pursuant to Section 6.12), 15 Business Days, which 15 Business Days
     shall include the five Business Days specified in the proviso at the end of
     the first paragraph of Section 6.11) after receipt by the Special Servicer
     of the Master Servicer's written recommendation and analysis and any
     additional information reasonably requested by the Special Servicer or the
     Controlling Class Representative;

          (iv) the Master Servicer shall not waive any right it has, or grant
     any consent it is otherwise entitled to withhold, in accordance with any
     related "due-on-sale" clause under any Trust Mortgage Loan that is not a
     Specially Serviced Mortgage Loan until it has received the consent of the
     Special Servicer (the giving of which consent shall be subject to the
     Servicing Standard and Section 6.11 and Section 6.12 (as applicable) which
     consent shall be deemed given if not denied in writing within 10 Business
     Days (or, if the Controlling Class Representative is entitled to object
     pursuant to Section 6.11 (or, in the case of the [Blackacre] Loan
     Combination, if it is being serviced hereunder pursuant to Section 3.28,
     the [Blackacre] Controlling Party is entitled to object pursuant to Section
     6.12), 15 Business Days, which 15 Business Days shall include the five
     Business Days specified in the proviso at the end of the first paragraph of
     Section 6.11) of receipt by the Special Servicer of the Master Servicer's
     written recommendation and analysis and any additional information
     reasonably requested by the Special Servicer or the Controlling Class
     Representative;

          (v) subject to the related Mortgage Loan documents and applicable law,
     neither the Master Servicer nor the Special Servicer shall waive any right
     it has, or grant any consent it is otherwise entitled to withhold, in
     accordance with any related "due-on-sale" or "due-on-encumbrance" clause
     under any Serviced Mortgage Loan, or approve the assumption of any Mortgage
     Loan, unless in any such case, all associated costs and expenses are
     covered without any expense to the Trust (it being understood and agreed
     that, except as expressly


                                     -129-
<PAGE>


     provided herein, neither the Master Servicer nor the Special Servicer shall
     be obligated to cover or assume any such costs or expenses); and

          (vi) neither the Master Servicer nor the Special Servicer shall (to
     the extent that it is within the control thereof to prohibit such event)
     consent to the transfer of any Serviced Mortgaged Property that secures a
     Crossed Loan Group unless (i) all of the Serviced Mortgaged Properties
     securing such Crossed Loan Group are transferred simultaneously by the
     respective Mortgagor or (ii) it obtains the consent of the Controlling
     Class Representative, which consent shall be deemed given if not denied in
     writing within 10 Business Days (or, if the Controlling Class
     Representative is entitled to object pursuant to Section 6.11 (or, in the
     case of the [Blackacre] Loan Combination, if it is being serviced hereunder
     pursuant to Section 3.28, the [Blackacre] Controlling Party is entitled to
     object pursuant to Section 6.12), 15 Business Days, which 15 Business Days
     shall include the five Business Days specified in the proviso at the end of
     the first paragraph of Section 6.11) of receipt by the Controlling Class
     Representative of written notice of such action and all reasonably
     requested information related thereto (or, if no information is requested,
     within 10 Business Days (or, if applicable, 15 Business Days) of receipt of
     written notice).

     Notwithstanding the foregoing provisions of this Section 3.08(a), if the
Master Servicer rejects a Mortgagor's request in connection with a "due-on-sale"
or "due-on-encumbrance" clause under a Trust Mortgage Loan, the Special Servicer
shall be given the opportunity to review and, subject to the provisions of this
Section 3.08 regarding `due-on-sale" and "due-on-encumbrance" clauses, determine
to approve such Mortgagor's request.

     If, in connection with an assumption of any Serviced Mortgage Loan, the
applicable Mortgage Loan Seller bears the costs and expenses associated with
such assumption in accordance with the terms of the applicable Mortgage Loan
Purchase Agreement, any costs and expenses subsequently recovered by the Master
Servicer from the related Mortgagor in respect of such assumption shall be
promptly remitted by the Master Servicer to the applicable Mortgage Loan Seller.

     In the case of any Serviced Mortgage Loan, the Master Servicer and the
Special Servicer shall each provide the other with all such information as each
may reasonably request in order to perform its duties under this section.

     In connection with any permitted assumption of any Serviced Mortgage Loan
or waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the
Master Servicer, with respect to Trust Mortgage Loans that are not Specially
Serviced Mortgage Loans, or the Special Servicer, with respect to all other
Mortgage Loans, 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.

     (b) Notwithstanding any other provisions of this Section 3.08, the Master
Servicer with respect to Trust Mortgage Loans that are not Specially Serviced
Mortgage Loans (without the Special Servicer's consent, but subject to
delivering prior notice to the Special Servicer and the Controlling Class
Representative (and with respect to a Loan Combination, the related Non-Trust
Noteholder(s)) or the Special Servicer with respect to all other Mortgage Loans,
as applicable, may grant, without any Rating Agency confirmation as provided in
paragraph (a) above, a Mortgagor's request for consent to subject the related
Mortgaged Property to an easement, right-of-way or other


                                     -130-
<PAGE>

similar agreement for utilities, access, parking, public improvements or another
purpose, and may consent to subordination of the related Serviced Mortgage Loan
to such easement, right-of-way or other similar agreement provided the Master
Servicer or the Special Servicer, as applicable, shall have determined in
accordance with the Servicing Standard that such easement, right-of-way or other
similar agreement shall not materially interfere with the then-current use of
the related Mortgaged Property, the security intended to be provided by such
Mortgage or the related Mortgagor's ability to repay the Serviced Mortgage Loan,
or materially and adversely affect the value of such Mortgaged Property, or
cause the Serviced Mortgage Loan to cease to be a qualified mortgage loan for
REMIC purposes.

     SECTION 3.09.  Realization Upon Defaulted Mortgage Loans; Required
                    Appraisals.

     (a) The Special Servicer shall, subject to Sections 3.09(b) through
3.09(d), Section 6.11 and Section 6.12, exercise reasonable efforts, consistent
with the Servicing Standard, to foreclose upon or exercise any power of sale
contained in the related Mortgage, obtain a deed-in-lieu of foreclosure, or
otherwise acquire title to the corresponding Mortgaged Property by operation of
law or otherwise in relation to such of the Serviced Mortgage Loans as come into
and continue in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments, including, without limitation, pursuant
to Section 3.20. Subject to the second paragraph of Section 3.03(c), the Master
Servicer shall advance all costs and expenses (other than costs or expenses that
would, if incurred, constitute a Nonrecoverable Servicing Advance) incurred by
the Special Servicer in any such proceedings, and shall be entitled to
reimbursement therefor as provided in Section 3.05(a) or Section 3.05(e), as
applicable. Nothing contained in this Section 3.09 shall be construed so as to
require the Special Servicer, on behalf of the Trust Fund (and, in the case of a
Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)), to
make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding
that is in excess of the fair market value of such property, as determined by
the Special Servicer in its reasonable judgment (exercised in accordance with
the Servicing Standard) taking into account, as applicable, among other factors,
the period and amount of any delinquency on the affected Serviced Mortgage Loan,
the occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Master
Servicer or the Special Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan, whether for purposes of bidding at foreclosure or
otherwise, it may, at the expense of the Trust Fund (and, in the case of a Loan
Combination, at the expense of the related Non-Trust Noteholder(s)), have an
appraisal performed with respect to such property by an Independent Appraiser or
other expert in real estate matters; which appraisal shall take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected Serviced Mortgage Loan, the occupancy level and physical condition of
the related Mortgaged Property or REO Property, the state of the local economy
and the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a), including without limitation, any environmental,
engineering or other third party reports available, and other factors that a
prudent real estate appraiser would consider.

     With respect to each Required Appraisal Mortgage Loan, the Special Servicer
will be required to use commercially reasonable efforts to obtain a Required
Appraisal (or with respect to any Mortgage Loan with an outstanding principal
balance, net of related unreimbursed advances of


                                     -131-
<PAGE>


principal, of less than $2,000,000, at the Special Servicer's option, an
internal valuation performed by the Special Servicer) within 60 days of a
Serviced Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an
appraisal meeting the requirements of a Required Appraisal was obtained for such
Required Appraisal Mortgage Loan within the prior 12 months and the Special
Servicer has no actual knowledge of a material adverse change in the condition
of the related Mortgaged Property in which case such appraisal may be a letter
update of the Required Appraisal) and thereafter shall obtain a Required
Appraisal (or with respect to any Serviced Mortgage Loan with an outstanding
principal balance, net of related unreimbursed Advances of principal, of less
than $2,000,000, an internal valuation performed by the Special Servicer) once
every 12 months (or sooner if the Special Servicer has actual knowledge of a
material adverse change in the condition of the related Mortgaged Property) if
such Serviced Mortgage Loan remains a Required Appraisal Mortgage Loan.
Following its receipt of such Required Appraisal or letter update or the
completion of its internal valuation, the Special Servicer may, but shall not be
required to, reduce the Appraised Value of the related Mortgaged Property based
on its review of the Required Appraisal (or letter update or internal valuation)
and any other information that the Special Servicer, consistent with the
Servicing Standard, deems appropriate. The Special Servicer shall deliver a copy
of each Required Appraisal (or letter update or internal valuation) to the
Master Servicer, the Controlling Class Representative and the Trustee within 10
Business Days of obtaining or performing such Required Appraisal (or letter
update or internal valuation). Subject to the second paragraph of Section
3.03(c), the Master Servicer shall advance the cost of such Required Appraisal;
provided, however, that such expense will be subject to reimbursement to the
Master Servicer as a Servicing Advance out of the Collection Account pursuant to
Section 3.05(a)(vi) and 3.05(a)(vii) or, in the case of a Loan Combination, out
of the related Loan Combination Custodial Account pursuant to Section
3.05(e)(vi) and 3.05(e)(vii).

     (b) Notwithstanding any other provision of this Agreement, no Serviced
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Loan Combination Mortgaged Property,
the related Non-Trust Noteholder) under such circumstances, in such manner or
pursuant to such terms as would, in the reasonable judgment of the Special
Servicer (exercised in accordance with the Servicing Standard), (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 Mortgaged
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, within the meaning of Treasury regulations Section 1.860D-1(b)(3)(i)
and (ii)), or (ii) except as permitted by Section 3.17(a), subject the Trust
Fund to the imposition of any federal income taxes under the Code. Subject to
the foregoing, however, a Serviced Mortgaged Property may be acquired through a
single member limited liability company if the Special Servicer determines that
such an action is appropriate to protect the Trust (and, in the case of a Loan
Combination Mortgaged Property, the related Non-Trust Noteholder(s)) from
potential liability. The Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

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

          (ii) the Special Servicer shall have obtained an Opinion of Counsel
     (the cost of which may be withdrawn from the Collection Account pursuant to
     Section 3.05(a)) to the effect that the holding of such personal property
     as part of the Trust Fund will not cause the imposition of a tax on either,
     REMIC I or REMIC II under the REMIC Provisions or cause either


                                     -132-
<PAGE>

     of, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
     Certificate is outstanding.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Master Servicer nor the Special Servicer shall, on behalf of the Trust Fund
(and, in the case of a Loan Combination, on behalf of the related Non-Trust
Noteholder(s)), obtain title to a Serviced Mortgaged Property by foreclosure,
deed in lieu of foreclosure or otherwise, or take any other action with respect
to any Serviced Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Loan
Combination Mortgaged Property, on behalf of the related Non-Trust
Noteholder(s)), could, in the reasonable judgment of the Master Servicer or the
Special Servicer, as the case may be, made in accordance with the Servicing
Standard, be considered to hold title to, to be a "mortgagee-in-possession" of,
or to be an "owner" or "operator" of such Serviced Mortgaged Property within the
meaning of CERCLA or any comparable law (a "potentially responsible party"),
unless the Special Servicer has determined (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee (and, in the case of a Loan
Combination Mortgaged Property, the related Non-Trust Noteholder(s)) that shall
specify all of the bases for such determination), in accordance with the
Servicing Standard, and based on an Environmental Assessment of such Serviced
Mortgaged Property performed by an Independent Person who regularly conducts
Environmental Assessments and performed within six months prior to any such
acquisition of title or other action (a copy of which Environmental Assessment
shall be delivered to the Trustee, the Controlling Class Representative, the
Master Servicer and, in the case of a Loan Combination Mortgaged Property, to
the related Non-Trust Noteholder(s)), that:

          (i) the Serviced Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related environmental insurance
     policy) maximize the recovery to the Certificateholders (and, in the case
     of a Loan Combination Mortgaged Property, on behalf of the related
     Non-Trust Noteholder(s)) on a present value basis (the relevant discounting
     of anticipated collections that will be distributable to Certificateholders
     (and, in the case of a Loan Combination Mortgaged Property, on behalf of
     the related Non-Trust Noteholder(s)) to be performed at the related Net
     Mortgage Rate) to acquire title to or possession of the Mortgaged Property
     and to take such actions as are necessary to bring the Serviced Mortgaged
     Property into compliance therewith in all material respects; and

          (ii) there are no circumstances or conditions present at the Serviced
     Mortgaged Property relating to the use, management or disposal of Hazardous
     Materials for which investigation, testing, monitoring, containment,
     clean-up or remediation could be required under any applicable
     environmental laws and regulations or, if such circumstances or conditions
     are present for which any such action could reasonably be expected to be
     required, that it would (taking into account the coverage provided under
     any related environmental insurance policy) maximize the recovery to the
     Certificateholders (and, in the case of a Loan Combination Mortgaged
     Property, on behalf of the related Non-Trust Noteholder(s)) on a present
     value basis (the relevant discounting of anticipated collections that will
     be distributable to Certificateholders (and, in the case of a Loan
     Combination Mortgaged Property, on behalf of the related Non-Trust
     Noteholder(s)) to be performed at the related Net Mortgage Rate) to acquire
     title to or possession of the Serviced Mortgaged Property and to take such
     actions with respect to the affected Serviced Mortgaged Property.


                                     -133-
<PAGE>

     The Special Servicer shall, in good faith, undertake reasonable efforts to
make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform such
additional environmental testing as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding
paragraph have been satisfied (the cost of any such additional testing also to
be covered by, and reimbursable as, a Servicing Advance). The cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding paragraph shall be payable out of the Collection
Account or the applicable Loan Combination Custodial Account pursuant to Section
3.05(a) or 3.05(e) (or, in the case of a Loan Combination Mortgaged Property, to
the extent the funds in the related Loan Combination Custodial Account are
insufficient, shall be advanced by the Master Servicer, subject to Section
3.03(c).

     (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) thereof
has not been satisfied with respect to any Serviced Mortgaged Property securing
a Defaulted Mortgage Loan and there is no breach of a representation or warranty
requiring repurchase under the applicable Mortgage Loan Purchase Agreement, the
Special Servicer shall take such action as is in accordance with the Servicing
Standard (other than proceeding against the Serviced Mortgaged Property). At
such time as it deems appropriate, the Special Servicer may, on behalf of the
Trust (and, if a Loan Combination is involved, the related Non-Trust
Noteholder(s)), if and as applicable, release all or a portion of such Serviced
Mortgaged Property from the lien of the related Mortgage; provided that, if such
Serviced Mortgage Loan (or such Loan Combination, if applicable) has a then
outstanding principal balance of greater than $1 million, then prior to the
release of all or a portion of the related Mortgaged Property from the lien of
the related Mortgage, (i) the Special Servicer shall have notified the Rating
Agencies, the Trustee, the Controlling Class Representative, the Master Servicer
and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust
Noteholder(s) in writing of its intention to so release all or a portion of such
Mortgaged Property and the bases for such intention and (ii) the Trustee shall
have notified the Certificateholders in writing of the Special Servicer's
intention to so release all or a portion of such Mortgaged Property.

     (e) The Special Servicer shall report to the Master Servicer, the
Controlling Class Representative, the Trustee and, in the case of a Loan
Combination Mortgaged Property, the related Non-Trust Noteholder(s) monthly in
writing as to any actions taken by the Special Servicer with respect to any
Serviced Mortgaged Property that represents security for a Defaulted Mortgage
Loan as to which the environmental testing contemplated in Section 3.09(c) above
has revealed that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of all such conditions and release of the lien of the related
Mortgage on such Serviced Mortgaged Property.

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


                                     -134-
<PAGE>


     (g) Annually in each January, the Special Servicer shall on a timely basis
forward to the Master Servicer, all information required to be reported and the
Master Servicer shall promptly prepare and file with the Internal Revenue
Service on a timely basis, the information returns with respect to the reports
of foreclosures and abandonments and reports relating to any cancellation of
indebtedness income with respect to any Serviced Mortgage Loan or Serviced
Mortgaged Property required by Sections 6050H (as applicable), 6050J and 6050P
of the Code. 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 Serviced 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) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination in respect of any
Serviced Mortgage Loan or Administered REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
(together with the basis and back-up documentation for the determination)
delivered to the Trustee, the Controlling Class Representative, the Master
Servicer and, in the case of any Loan Combination or any Loan Combination REO
Property, the related Non-Trust Noteholder(s) no later than the third Business
Day following such Final Recovery Determination.

     (i) Upon reasonable request of the Master Servicer, the Special Servicer
shall deliver to it and the related Sub-Servicer any other information and
copies of any other documents in its possession with respect to a Specially
Serviced Mortgage Loan or the related Mortgaged Property.

     SECTION 3.10.  Trustee and Custodian to Cooperate; Release of Mortgage
                    Files.

     (a) Upon the payment in full of any Serviced Trust Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the Master Servicer shall
promptly notify the Trustee in writing, who shall release or cause the related
Custodian to release, by a certification (which certification shall be in the
form of a Request for Release in the form of Exhibit D-1 attached hereto and
shall be accompanied by the form of a release or discharge and shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(a) have been or will be so
deposited) of a Servicing Officer (a copy of which certification shall be
delivered to the Special Servicer) and shall request delivery to it of the
related Mortgage File. Upon receipt of such certification and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer and shall deliver to the Master Servicer
such release or discharge, duly executed. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account or the Distribution Account.

     Upon the payment in full of any Non-Trust Loan, or the receipt by the
Master Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Master Servicer shall promptly notify
the related Non-Trust Noteholder in writing by a certification (which
certification shall be in the form of a Request for Release in the form of
Exhibit D-1 attached hereto and shall be accompanied by the form of a release or
discharge and shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the related Loan Combination Custodial Account pursuant to Section
3.04(h)


                                     -135-
<PAGE>


have been or will be so deposited) of a Servicing Officer (a copy of which
certification shall be delivered to the Special Servicer) and shall request
delivery to it of the original Mortgage Note. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Loan Combination Custodial Account, the Collection Account or the
Distribution Account.

     (b) If from time to time, and as appropriate for servicing or foreclosure
of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer shall
otherwise require any Mortgage File (or any portion thereof) (or the original of
the Mortgage Note for a Non-Trust Loan), the Trustee, upon request of the Master
Servicer and receipt from the Master Servicer of a Request for Release in the
form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or
upon request of the Special Servicer and receipt from the Special Servicer of a
Request for Release in the form of Exhibit D-2 attached hereto, shall release,
or cause any related Custodian to release, such Mortgage File (or portion
thereof) (and, in the case of a Non-Trust Loan, the Master Servicer shall cause
the related Non-Trust Noteholder to release the Mortgage Note for such Mortgage
Loan) to the Master Servicer or the Special Servicer, as the case may be. Upon
return of such Mortgage File (or portion thereof) to the Trustee or related
Custodian, or the delivery to the Trustee of a certificate of a Servicing
Officer of the Special Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation that are required to be deposited into the Collection Account or the
applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or
Section 3.04(h), as the case may be, have been or will be so deposited, or that
such Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Trustee or related Custodian to the Master Servicer or
the Special Servicer, as applicable.

     (c) Within seven Business Days (or within such shorter period (but no less
than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee (on behalf of the Certificateholders and, in the case of a
Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) based
on a limited power of attorney issued in favor of the Special Servicer pursuant
to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings,
requests for trustee's sale or other documents stated by the Special Servicer to
be reasonably necessary to the foreclosure or trustee's sale in respect of a
Serviced Mortgaged Property or Administered REO 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 any other document or agreement
that in the Special Servicer's reasonable judgment is required to be executed in
connection with the servicing of any Mortgage Loan or REO Property, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity or to defend any legal action or
counterclaim filed against the Trust Fund, the Master Servicer, the Special
Servicer or, if applicable, the related Non-Trust Noteholder. Together with such
documents or pleadings, the Special Servicer shall deliver to the Trustee (and,
if applicable, the related Non-Trust Noteholder(s)) a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee (on behalf of the
Certificateholders and, in the case of a Loan Combination, also on behalf of the
related Non-Trust Noteholder(s)) 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.


                                     -136-
<PAGE>


     SECTION 3.11. Servicing Compensation.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Master Servicing Fee with respect to each Mortgage
Loan (including each Specially Serviced Mortgage Loan) and each REO Loan. As to
each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at
the related Master Servicing Fee Rate and on the same principal amount
respecting which the related interest payment due on such Mortgage Loan or
deemed to be due on such REO Loan is computed and calculated on the same
interest accrual basis as that Mortgage Loan, which will be either a 30/360
Basis or an Actual/360 Basis (or, in the event of a Principal Prepayment in full
or other Liquidation Event with respect to a Mortgage Loan or an REO Loan, on
the basis of the actual number of days to elapse from and including the related
Due Date to but excluding the date of such Principal Prepayment or Liquidation
Event in a month consisting of 30 days). [The foregoing sentence
notwithstanding, the Master Servicing Fee shall not accrue with respect to any
Closing Date Deposit Mortgage Loan for the interest accrual period to which the
Closing Date Deposit relates.] The Master Servicing Fee with respect to any
Mortgage Loan or any REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. Earned but unpaid Master Servicing Fees shall be
payable monthly on a loan-by-loan basis, from payments of interest on each
Mortgage Loan and REO Revenues allocable as interest on each REO Loan. The
Master Servicer shall be entitled to recover unpaid Master Servicing Fees in
respect of any Mortgage Loan or any REO Loan out of that portion of related
Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest,
to the extent permitted by Section 3.05(a)(iii) or Section 3.05(e), as
applicable, and in the case of a Trust Mortgage Loan or a Trust REO Loan, out of
such other amounts as may be permitted by Section 3.05(a). 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 or the transfer of all or a portion of the
Master Servicer's right to receive the Excess Servicing Strip.

     Notwithstanding anything herein to the contrary, [Name of Master Servicer]
(and its successors and assigns) may at its option assign or pledge to any third
party or retain for itself the Excess Servicing Strip (in any event, in whole as
to the entire Mortgage Pool but not in part); provided that any assignee or
pledgee of the Excess Servicing Strip must be a Qualified Institutional Buyer or
Institutional Accredited Investor (other than a Plan); and provided, further,
that no transfer, sale, pledge or other assignment of the Excess Servicing Strip
shall be made unless that transfer, sale, pledge or other assignment is exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws; and provided, further,
that in the event of any resignation or termination of [Name of Master Servicer]
in its capacity as the Master Servicer, all or any portion of the Excess
Servicing Strip may be reduced by the Trustee through a reduction in the Excess
Servicing Strip Rate with respect to one or more Mortgage Loans and REO Loans to
the extent reasonably necessary (in the sole discretion of the Trustee) for the
Trustee to obtain a qualified successor Master Servicer (which successor may
include the Trustee) that meets the requirements of Section 6.04 and that
requires market rate servicing compensation (including compensation necessary to
pay primary servicing fees) that accrues at a per annum rate in excess of the
sum of (i) ____% (___ basis point(s)) per annum, and (ii) with respect to any
Serviced Mortgage Loan or Serviced REO Loan that is not primary serviced by
[Name of Master Servicer], the primary servicing fee rate, if any, for such
Mortgage Loan or REO Loan. [Name of Master Servicer] and each holder of the
Excess Servicing Strip desiring to effect a transfer, sale, pledge or other
assignment of the Excess Servicing Strip shall, and [Name of Master Servicer]
hereby agrees, and each such holder of the Excess Servicing Strip by its
acceptance of the Excess


                                     -137-
<PAGE>


Servicing Strip shall be deemed to have agreed, in connection with any transfer
of the Excess Servicing Strip effected by such Person, to indemnify the
Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Certificate Registrar and the Special
Servicer against any liability that may result if such transfer is not exempt
from registration and/or qualification under the Securities Act or other
applicable federal and state securities laws or is not made in accordance with
such federal and state laws or in accordance with the foregoing provisions of
this paragraph. By its acceptance of the Excess Servicing Strip, the holder
thereof shall be deemed to have agreed (i) to keep all information relating to
the Trust and the Trust Fund and made available to it by the Master Servicer
confidential (except as permitted pursuant to clause (iii) below or, in the case
of the Master Servicer, as contemplated hereby in the performance of its duties
and obligations hereunder), (ii) not to use or disclose such information in any
manner that could result in a violation of any provision of the Securities Act
or other applicable securities laws or that would require registration of the
Excess Servicing Strip or any Non-Registered Certificate pursuant to the
Securities Act, and (iii) not to disclose such information, and to cause its
officers, directors, partners, employees, agents or representatives not to
disclose such information, in any manner whatsoever, in whole or in part, to any
other Person other than such holder's auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other
legal requirement or to the extent such information is of public knowledge at
the time of disclosure by such holder or has become generally available to the
public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other
Person who is contemplating an acquisition of the Excess Servicing Strip if, and
only if, such Person (x) confirms in writing such prospective acquisition and
(y) agrees in writing to keep such information confidential, not to use or
disclose such information in any manner that could result in a violation of any
provision of the Securities Act or other applicable securities laws or that
would require registration of the Excess Servicing Strip or any Non-Registered
Certificates pursuant to the Securities Act and not to disclose such
information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than such Persons' auditors,
legal counsel and regulators. From time to time following any transfer, sale,
pledge or assignment of the Excess Servicing Strip, the Person then acting as
the Master Servicer shall pay, out of each amount paid to such Master Servicer
as Master Servicing Fees with respect to any Mortgage Loan or REO Loan, as the
case may be, the portion of the Excess Servicing Strip attributable to such
Mortgage Loan or REO Loan to the holder of the Excess Servicing Strip within one
Business Day following the payment of such Master Servicing Fees to the Master
Servicer, in each case in accordance with payment instructions provided by such
holder in writing to the Master Servicer. The holder of the Excess Servicing
Strip shall not have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph. The Master Servicer shall pay the Excess
Servicing Strip to the holder of the Excess Servicing Strip (i.e., [Name of
Master Servicer] or any such third party) at such time and to the extent the
Master Servicer is entitled to receive payment of its Master Servicing Fees
hereunder, notwithstanding any resignation or termination of [Name of Master
Servicer] hereunder (subject to reduction as provided above and in the next
paragraph).

     In the event that [Name of Master Servicer] is terminated or resigns as
Master Servicer, it (and its successors and assigns) will be entitled to retain
the Excess Servicing Strip, except to the extent that any portion of such Excess
Servicing Strip is needed (as determined by the Trustee in its sole discretion)
to compensate any replacement Master Servicer for assuming the duties of [Name
of Master Servicer] under this Agreement.


                                     -138-
<PAGE>


     (b) Additional master servicing compensation in the form of:

          (i) any and all Default Charges (or portion thereof that is comprised
     of late payment charges) collected with respect to a Mortgage Loan that is
     not a Specially Serviced Mortgage Loan, to the extent provided in clause
     seventh of Section 3.26;

          (ii) 50% of any and all assumption application fees, assumption fees,
     modification fees, extension fees, consent fees, release fees, waiver fees,
     fees paid in connection with defeasance and earn-out fees actually paid by
     a Mortgagor with respect to a Serviced Mortgage Loan that is not a
     Specially Serviced Mortgage Loan (provided, however, that if the consent of
     the Special Servicer is not required pursuant to the terms of this
     Agreement in connection with the underlying servicing action, then the
     Master Servicer shall be entitled to receive 100% of such fees;

          (iii) any and all charges for beneficiary statements or demands,
     amounts collected for checks returned for insufficient funds and other loan
     processing fees actually paid by a Mortgagor with respect to a Serviced
     Mortgage Loan that is not a Specially Serviced Mortgaged Loan and, in the
     case of checks returned for insufficient funds, with respect to a Specially
     Serviced Mortgage Loan;

          (iv) any and all Prepayment Interest Excesses collected with respect
     to a Serviced Trust Mortgage Loan, including a Specially Serviced Mortgage
     Loan (after deduction of the amounts required to be deposited by the Master
     Servicer in the Collection Account for the related Distribution Date
     pursuant to Section 3.19(a) in connection with Prepayment Interest
     Shortfalls and Casualty/Condemnation Interest Shortfalls);

          (v) interest or other income earned on deposits in the Investment
     Accounts maintained by the Master Servicer (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 Loan documents); and

          (vi) other customary charges;


may be retained by the Master Servicer (subject to Section 3.11(e) and are not
required to be deposited in the Collection Account; provided that the Master
Servicer's right to receive Default Charges pursuant to clause (i) above shall
be limited to the portion of such items that have not been applied to pay, or
reimburse the Trust for, interest on Advances, Additional Trust Fund Expenses
and property inspection costs in respect of the related Mortgage Loan or REO
Loan as provided in Sections 3.03(d), 3.12(a) and 4.03(d) or as otherwise
provided in Section 3.26. Any of the amounts described in clauses (i) through
(v) that are collected by the Special Servicer shall be promptly paid to the
Master Servicer.

     The Master Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of
its Sub-Servicers and the premiums for any blanket policy insuring against
hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses
are not payable directly out of the Collection Account or, with respect to a
Loan Combination, out of the related Loan


                                     -139-
<PAGE>


     Combination Custodial Account, and the Master Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each Serviced REO Loan. As to each
Specially Serviced Mortgage Loan and Serviced REO Loan, the Special Servicing
Fee shall accrue at the Special Servicing Fee Rate and on the same principal
amount respecting which the related interest payment due on such Specially
Serviced Mortgage Loan or deemed to be due on such Serviced REO Loan is computed
and calculated on the same interest accrual basis as that Mortgage Loan, which
will be either a 30/360 Basis or an Actual/360 Basis (or, in the event of a
Principal Prepayment in full or other Liquidation Event with respect to a
Serviced Mortgage Loan or Serviced REO Loan, on the basis of the actual number
of days to elapse from and including the related Due Date to but excluding the
date of such Principal Prepayment or Liquidation Event in a month consisting of
30 days); provided, however, that the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each Serviced REO Loan shall not be less
than $4,000 for any one-month period during which such Special Servicing Fee
accrues (or, in those cases where such Special Servicing Fee is accruing for a
partial period of less than one month, shall not be less than the prorated
portion of such $4,000 amount). The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or Serviced REO Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or it becomes a
Corrected Mortgage Loan. Subject to the penultimate paragraph of Section
3.11(c), earned but unpaid Special Servicing Fees shall be payable monthly out
of related Liquidation Proceeds and then general collections on the Mortgage
Loans and any REO Properties on deposit in the Collection Account pursuant to
Section 3.05(a).

     As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan. As to
each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall
be calculated by application of the Workout Fee Rate to, each collection of
interest (other than Additional Interest and Penalty Interest) and principal
received on such Mortgage Loan for so long as it remains a Corrected Mortgage
Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to
be payable if a Servicing Transfer Event occurs with respect thereto or if the
related Mortgaged Property becomes an REO Property; provided that a new Workout
Fee would become payable if and when such Mortgage Loan again became a Corrected
Mortgage Loan. If the Special Servicer is terminated or resigns, it will retain
the right to receive any and all Workout Fees payable with respect to any
Specially Serviced Mortgage Loan that became a Corrected Mortgage Loan during
the period that it acted as Special Servicer and remained a Corrected Mortgage
Loan at the time of its termination or resignation or if the Special Servicer
resolved the circumstances and/or conditions (including by way of a modification
of the related Mortgage Loan documents) causing the Mortgage Loan to be a
Specially Serviced Mortgage Loan, but the Mortgage Loan had not as of the time
the Special Servicer is terminated or resigns become a Corrected Mortgage Loan
because the related Mortgagor had not made three consecutive monthly debt
service payments (but had made the most recent monthly debt service payment
prior to the termination of the Special Servicer) and subsequently becomes a
Corrected Mortgage Loan as a result of making such three consecutive payments.
The successor Special Servicer will not be entitled to any portion of those
Workout Fees.

     In addition, subject to the following sentence, the Special Servicer shall
be entitled to a Principal Recovery Fee with respect to each Specially Serviced
Mortgage Loan (or Qualified Substitute


                                     -140-
<PAGE>


Mortgage Loan substituted in lieu thereof) for which it obtains a full or
discounted payoff from the related Mortgagor, and the Special Servicer shall
also be entitled to the Principal Recovery Fee with respect to any Specially
Serviced Mortgage Loan or Administered REO Property as to which it receives any
Liquidation Proceeds or Insurance Proceeds and allocable as a recovery of
principal, interest (other than Additional Interest and Penalty Interest) and
expenses in accordance with Section 3.02(b) or the definition of "REO Loan", as
applicable; and as to each such Specially Serviced Mortgage Loan and Serviced
REO Loan, the Principal Recovery Fee shall be payable from, and will be
calculated by application of the Principal Recovery Fee Rate to the related
payment or proceeds. Notwithstanding the foregoing, no Principal Recovery Fee
shall be payable in connection with, or out of proceeds received in connection
with: the repurchase or substitution of any Mortgage Loan or REO Property by a
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement
due to a Breach or a Document Defect within (i) the time period (or extension
thereof) provided for such repurchase or substitution or (ii) if such repurchase
or substitution occurs after such time period (or extension thereof) and the
Mortgage Loan Seller was acting in good faith to resolve such Breach or Document
Defect, within such further period that will not end beyond the date that is 120
days following the end of the initial time period (which is 90 days) provided
for such repurchase or replacement; or the purchase of any Trust Mortgage Loan
or related Administered REO Property by the Plurality Subordinate
Certificateholder, the Special Servicer or any Person (except an assignee
meeting the requirements of Section 3.18(c)) pursuant to Section 3.18, by the
related B-Noteholder (in the case of an A-Note Trust Mortgage Loan) or by the
[Blackacre] Pari Passu Noteholder or a [Blackacre] Subordinate Noteholder (in
the case of the [Blackacre] Trust Mortgage Loan) pursuant to the related Loan
Combination Intercreditor Agreement unless the purchase price with respect
thereto includes the Principal Recovery Fee, or by the Master Servicer, the
Special Servicer or the Plurality Subordinate Certificateholder pursuant to
Section 9.01; or the purchase of any Mortgage Loan by a mezzanine lender
pursuant to the related mezzanine intercreditor agreement unless the purchase
price with respect thereto includes the Principal Recovery Fee; or the removal
of any Mortgage Loan or REO Property from the Trust by the Sole Certificate
Owner in connection with an exchange of all of the outstanding Certificates
owned by the Sole Certificate Owner for all of the Trust Mortgage Loans and each
REO Property remaining in the Trust Fund pursuant to Section 9.01; and further
no Principal Recovery Fee shall, with respect to any Serviced Mortgage Loan, be
payable (i) in connection with a Periodic Payment received in connection with
such Serviced Mortgage Loan or (ii) to the extent a Workout Fee is payable
concerning the related payment, Liquidation Proceeds or Insurance Proceeds.

     Notwithstanding the foregoing, any Special Servicing Fee, Workout Fee
and/or Principal Recovery Fee payable in accordance with the three preceding
paragraphs with respect to a Loan Combination (including, without limitation,
any successor REO Loans comprising same) shall be paid from the collections
received on such Loan Combination on deposit in the related Loan Combination
Custodial Account that may be applied to pay such fees in accordance with the
related Loan Combination Intercreditor Agreement, pursuant to Section 3.05(e).
Insofar as any Special Servicing Fee, Workout Fee and/or Principal Recovery Fee
is payable in respect of a Non-Trust Loan, such fee shall be payable solely from
collections in respect of such Non-Trust Loan.

     The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Principal Recovery Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under Sections 6.02, 6.04 and 6.09.


                                     -141-
<PAGE>


     With respect to the [Blackacre] Trust Mortgage Loan or any related REO
Property, the Special Servicer shall not be entitled to any Special Servicing
Fees, Workout Fees or Principal Recovery Fees unless that Trust Mortgage Loan is
being serviced hereunder pursuant to Section 3.28.

     (d) Additional servicing compensation in the form of: (i) all Default
Charges (or portion thereof that is comprised of late payment charges) collected
with respect to Specially Serviced Mortgage Loans, to the extent provided in
clause seventh of Section 3.26, and (subject to Section 3.11(b)(ii)) one-hundred
percent (100%) of all assumption application fees collected with respect to
Specially Serviced Mortgage Loans and (ii) one-hundred percent (100%) of any
assumption fee or modification fee to the extent actually paid by a Mortgagor
with respect to any Specially Serviced Mortgage Loan and (subject to Section
3.11(b)(ii)) 50% of all assumption application fees, assumption fees,
modification fees, extension fees, consent fees, release fees, waiver fees, fees
paid in connection with defeasance and earn-out fees actually paid by a
Mortgagor with respect to any non-Specially Serviced Mortgage Loan that is a
Serviced Mortgage Loan for which Special Servicer consent is required shall be
retained by the Special Servicer or promptly paid to the Special Servicer by the
Master Servicer (subject to Section 3.11(e)) and shall not be required to be
deposited in the Collection Account or any Loan Combination Custodial Account,
as the case may be; provided that the Special Servicer's right to receive
Default Charges pursuant to clause (i) above shall be limited to the portion of
such items that have not been applied to pay or reimburse the Trust for interest
on Advances, Additional Trust Fund Expenses and property inspection costs in
respect of the related Serviced Mortgage Loan as provided in Sections 3.03(d),
3.12(a) and 4.03(d) or as otherwise provided in Section 3.26. The Special
Servicer shall also be entitled to additional servicing compensation in the form
of: (i) interest or other income earned on deposits in the REO Accounts, if
established, in accordance with Section 3.06(b) (but only to the extent of the
Net Investment Earnings, if any, with respect to the REO Accounts for each
Collection Period); and (ii) to the extent not required to be paid to any
Mortgagor under applicable law, any interest or other income earned on deposits
in the Servicing Accounts maintained by the Special Servicer. The Special
Servicer shall be required to pay out of its own funds all general and
administrative expenses incurred by it in connection with its servicing
activities hereunder, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in Section 3.05(a) and/or
Section 3.05(e) if and to the extent such expenses are not payable directly out
of the Collection Account, the Loan Combination Custodial Accounts or the REO
Accounts, as the case may be.

     (e) 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 in respect of a
Serviced Mortgage Loan, then (notwithstanding anything herein to the contrary)
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 to the extent such fees and expenses are collectible
under applicable law and the Master Servicer or the Special Servicer, as
appropriate, fails to enforce such requirement in accordance with the related
Mortgage Loan documents. Any remaining portion of such assumption fee or of such
assumption application fee will be applied as additional compensation to the
Master Servicer or the Special Servicer in accordance with this Section 3.11.
Neither the Master Servicer nor the Special Servicer shall waive any assumption
fee or assumption application fee, to the extent it would constitute additional
compensation for the other such party, without the consent of such other party.


                                     -142-
<PAGE>


     SECTION 3.12.  Property Inspections; Collection of Financial Statements;
                    Delivery of Certain Reports.

     (a) The Special Servicer shall perform or cause to be performed a physical
inspection of a Serviced Mortgaged Property as soon as practicable after a
related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan,
provided that such expense shall be reimbursable first out of Default Charges
otherwise payable to the Special Servicer and the Master Servicer, then as an
Additional Trust Fund Expense (other than an expense allocable to a Non-Trust
Loan, which shall be reimbursable from the related Loan Combination Custodial
Account). In addition, after a Serviced Mortgage Loan becomes a Specially
Serviced Mortgage Loan, the Special Servicer shall perform or cause to be
performed a physical inspection of the related Mortgaged Property at least once
per calendar year, so long as such Serviced Mortgage Loan remains a Specially
Serviced Mortgage Loan. Beginning in ______, the Master Servicer for each
Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO
Loan, shall at its expense perform or cause to be performed an inspection of all
the Serviced Mortgaged Properties at least once per calendar year unless such
Mortgaged Property has been inspected in such calendar year by the Special
Servicer. The Special Servicer and the Master Servicer shall each prepare (and,
in the case of the Special Servicer, shall deliver to the Master Servicer) a
written report of each such inspection performed by it that sets forth in detail
the condition of the Mortgaged Property and that specifies the existence of: (i)
any sale, transfer or abandonment of the Mortgaged Property of which it is
aware, (ii) any change in the condition, occupancy or value of the Mortgaged
Property of which the Master Servicer or the Special Servicer, as applicable, is
aware and considers material, or (iii) any visible waste committed on the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware and considers material. The Master Servicer shall within 45
days of the related inspection, deliver such reports complete with any
photographs taken thereof, in an electronic format, to the Trustee and to the
Controlling Class Representative (and in the case of a Loan Combination, the
related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master
Servicer and, subject to Section 3.15, make copies of all such inspection
reports available for review by any requesting Certificateholder and Certificate
Owner during normal business hours at the offices of the Trustee at all times
after Trustee's receipt thereof. Upon written request and at the expense of the
requesting party, the Trustee shall obtain from the Master Servicer and deliver
copies of any such inspection reports to Certificateholders and Certificate
Owners. The Special Servicer shall have the right to inspect or cause to be
inspected (at its own expense) every calendar year any Serviced Mortgaged
Property related to a loan that is not a Specially Serviced Mortgage Loan,
provided that the Special Servicer obtains the approval of the Master Servicer
prior to such inspection, and provides a copy of such inspection to the Master
Servicer; and provided, further, that the Master Servicer and the Special
Servicer shall not both inspect a Serviced Mortgaged Property that is not
securing a Specially Serviced Mortgage Loan in the same calendar year. If the
Special Servicer performs such inspection, such inspection shall satisfy the
Master Servicer's inspection obligations pursuant to this paragraph (a).

     (b) The Special Servicer shall from time to time (and, in any event, upon
request) provide the Master Servicer with such information in its possession
regarding the Specially Serviced Mortgage Loans and Administered 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.
Without limiting the generality of the foregoing, not later than 12:00 p.m. (New
York City time) on the Business Day following each Determination Date, beginning
in ________ _______, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer the CMSA Special Servicer Loan File that
contains the information called for in, or that will enable the Master


                                     -143-
<PAGE>


Servicer to produce, the CMSA files and reports required to be delivered by the
Master Servicer to the Trustee as described below, in each case with respect to
all Specially Serviced Mortgage Loans and the REO Properties.

     (c) The Master Servicer shall deliver to the Trustee, no later than 1:00
p.m. New York City time on the second Business Day prior to each Distribution
Date beginning in ______ _______, the CMSA Loan Periodic Update File with
respect to the subject Distribution Date and notice of the Discount Rate
applicable to each Principal Prepayment received in the related Collection
Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall be accompanied by a CMSA Advance Recovery Report. The preparation of each
CMSA Advance Recovery Report shall constitute a responsibility of the Master
Servicer and shall not constitute a responsibility of any other party.
Notwithstanding anything in this Agreement that suggests otherwise, the Master
Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no
CMSA Loan Periodic Update File need be accompanied by any such report) with
respect to any Collection Period for which all of the entries in the report
would be "zero" or "not applicable". The Master Servicer's responsibilities
under this Section 3.12 with respect to information to be provided by the
Special Servicer with respect to Specially Serviced Mortgage Loans and
Administered REO Properties shall be subject to the satisfaction of the Special
Servicer's obligations under Section 3.12(b), but the failure of the Special
Servicer to provide information required by it shall not relieve the Master
Servicer of its duties to provide the related reports, absent such information.
Notwithstanding the foregoing, because the Master Servicer will not receive the
Servicing Files until the Closing Date and will not have sufficient time to
review and analyze such Servicing Files before the initial Distribution Date,
the parties agree that the CMSA Loan Periodic Update File required to be
delivered by the Master Servicer in _____ _______ will be based solely upon
information generated from actual collections received by the Master Servicer
and from information the Depositor delivers or causes to be delivered to the
Master Servicer (including but not limited to information prepared by
third-party servicers of the subject Serviced Mortgage Loans with respect to the
period prior to the Closing Date). On or before 4:00 p.m., New York City time,
on each P&I Advance Date beginning in _________ _______, the Master Servicer
shall deliver or cause to be delivered to the Trustee the following reports with
respect to the Mortgage Loans (and, if applicable, the related REO Properties,
providing the required information as of the related Determination Date): (i) a
CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status
Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report;
(vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan
Setup File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC
Report; and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA
format (as in effect from time to time) and shall be in an electronic format
reasonably acceptable to both the Trustee and the Master Servicer. The Master
Servicer shall incorporate in the foregoing reports any information and reports
received (by the date in the month of such Distribution Date that such
information and reports are scheduled to be received in accordance with the
[Other Series] Pooling and Servicing Agreement) from the [Other Series]
Applicable Servicer with respect to the [Blackacre] Trust Mortgage Loan.

     (d) The Special Servicer will deliver to the Master Servicer the reports
set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer
shall deliver to the Trustee the reports set forth in Section 3.12(c) 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 this Section 3.12(d)


                                     -144-
<PAGE>


and, with respect to the [Blackacre] Trust Mortgage Loan, by the [Other Series]
Applicable Servicer pursuant to the [Other Series] Pooling and Servicing
Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA
Loan Periodic Update File to be provided by the Master Servicer pursuant to
Section 3.12(c). In the case of information or reports to be furnished by the
Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that
such information or reports are based on information or reports to be provided
by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d)
and, to the extent that such reports are to be prepared and delivered by the
Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) or by the
[Other Series] Applicable Servicer pursuant to the [Other Series] Pooling and
Servicing Agreement, the Master Servicer shall have no obligation to provide
such information to the Trustee until it has received such information from the
Special Servicer or the [Other Series] Applicable Servicer, as applicable, and
the Master Servicer shall not be in default hereunder due to a delay in
providing information required by this Section 3.12 to the extent caused by the
Special Servicer's failure to timely provide any information or report required
under Section 3.12(b) and this Section 3.12(d) of this Agreement or the [Other
Series] Applicable Servicer's failure to provide any information or report
required to be provided to the holder of the [Blackacre] Trust Mortgage Loan
pursuant to the [Other Series] Pooling and Servicing Agreement, but the Master
Servicer shall not be relieved of its obligation to timely provide such reports
absent the information not provided by the Special Servicer as required by this
Section 3.12 or by the [Other Series] Applicable Servicer.

     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 non-Specially Serviced Mortgage Loan that
is a Serviced Mortgage Loan, shall make reasonable efforts to collect promptly
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, whether or not delivery of such items is
required pursuant to the terms of the related Mortgage Loan documents. In
addition, the Special Servicer shall cause quarterly and annual operating
statements, budgets and rent rolls to be regularly prepared in respect of each
Administered REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver images in suitable
electronic media of all of the foregoing items so collected or obtained by it to
the Master Servicer within 30 days of its receipt thereof. The Master Servicer
shall deliver all items obtained by it, and all items required to be delivered
to it by the Special Servicer pursuant to the immediately preceding sentence to
the Controlling Class Representative (and in the case of a Loan Combination, the
related Non-Trust Noteholder(s), and the Trustee in an imaged format.

     The Master Servicer shall maintain a CMSA Operating Statement Analysis
Report with respect to each Serviced Mortgaged Property and Administered REO
Property related to each Serviced Mortgage Loan. Within 60 days after receipt by
the Master Servicer from the related Mortgagor or otherwise, as to each
non-Specially Serviced Mortgage Loan that is a Serviced Mortgage Loan and within
30 days after receipt by the Master Servicer from the Special Servicer or
otherwise, as to a Specially Serviced Mortgage Loan or an Administered REO
Property, of any annual operating statements and rent rolls with respect to any
Serviced Mortgaged Property or Administered REO Property, the Master Servicer
shall, based upon such operating statements or rent rolls, prepare (or, if
previously prepared, update) the CMSA Operating Statement Analysis Report for
the subject Serviced Mortgaged Property or Administered REO Property. The Master
Servicer shall remit a copy of each CMSA Operating Statement Analysis Report
prepared or updated by it (promptly following initial preparation and each
update thereof), together with, if not already provided pursuant to this Section


                                     -145-
<PAGE>


3.12, the underlying operating statements and rent rolls, to the Controlling
Class Representative (and in the case of a Loan Combination, the related
Non-Trust Noteholder(s)), the Trustee and the Special Servicer. Within 60 days
(or, in the case of items received from the Special Servicer or otherwise with
respect to Specially Serviced Mortgage Loans and Administered REO Properties, 30
days) after receipt by the Master Servicer of any quarterly or annual operating
statements with respect to any Serviced Mortgaged Property or Administered REO
Property, the Master Servicer shall prepare or update and forward to the
Trustee, the Special Servicer and the Controlling Class Representative (and in
the case of a Loan Combination, the related Non-Trust Noteholder(s)) a CMSA NOI
Adjustment Worksheet using the same format as the CMSA Operating Statement
Analysis Report for such Serviced Mortgaged Property or Administered REO
Property, together with, if so requested and not previously provided pursuant to
this Section 3.12, the related quarterly or annual operating statements.

     (e) Except with respect to delivery to the Special Servicer or the
Controlling Class Representative, which deliveries shall be made in electronic
format, 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 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 such Master Servicer's Internet Website or the
Trustee's Internet 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.

     (f) Notwithstanding any other provision in this Agreement, the failure of
the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12, or that may otherwise be
disclosed pursuant to Section 3.15 or Section 4.02, shall not constitute a
breach of this Agreement to the extent the Master Servicer or Special Servicer
so fails because such disclosure, in the reasonable belief of the Master
Servicer or 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 Mortgage Loan documents and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any
information provided by it under this Agreement any disclaimer it deems
appropriate in its discretion (without suggesting liability on the part of any
other party hereto).

     (g) The Master Servicer shall, contemporaneously with any related delivery
to the Trustee or the Special Servicer, as applicable, provide any reports that
contain information regarding a Loan Combination Mortgaged Property or financial
information regarding the related Mortgagor to the related Non-Trust
Noteholder(s).

     (h) For the purposes of the production by the Master Servicer or the
Special Servicer of any such report that is required to state information with
respect to any Serviced Mortgage Loan for any period prior to the related Due
Date in _____________, the Master Servicer or the Special Servicer, as the case
may be, may conclusively rely (without independent verification), absent
manifest error, on information provided to it by the related Mortgage Loan
Seller, by the related Mortgagor or (x) in the


                                     -146-
<PAGE>


case of such a report produced by the Master Servicer, by the Special Servicer
(if other than such Master Servicer or an Affiliate thereof) and (y) in the case
of such a report produced by the Special Servicer, by the Master Servicer (if
other than such Special Servicer or an Affiliate thereof). Absent manifest error
of which it has actual knowledge, neither the Master Servicer nor the Special
Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a Mortgagor or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as the case may be. The Trustee shall not be
responsible for the accuracy or completeness of any information supplied to it
for delivery pursuant to this Section. Neither the Trustee, the Master Servicer
nor the Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor or third party. All
reports provided pursuant this Section 3.12 shall be in an electronic format
reasonably acceptable to both the Trustee and the Master Servicer.

     (i) The preparation and maintenance by the Master Servicer and the Special
Servicer of all the reports specified in this Section 3.12 with respect to a
Loan Combination, the corresponding Mortgaged Property and/or any related REO
Property, including the calculations made therein, shall be done in accordance
with CMSA standards, to the extent applicable thereto.

     SECTION 3.13. Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer shall itself deliver,
and shall cause each Additional Servicer with which it has entered into a
servicing relationship with respect to the Mortgage Loans to deliver, on or
before May 1 of each year, beginning in _______ (provided that if the Trustee
requires the following statement in connection with any filing with the
Commission, each of the Master Servicer and Special Servicer shall deliver, and
shall cause each Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans to deliver, on or before March
15 of the subject year), to the Trustee, the Depositor, the Controlling Class
Representative, [each Non-Trust Noteholder,] and each Rating Agency and, in the
case of the Special Servicer or an Additional Servicer, to the Master Servicer,
a statement of compliance from the Master Servicer, the Special Servicer or such
Additional Servicer, as the case may be, signed by an authorized officer
thereof, to the effect that: (i) a review of the activities of the Master
Servicer, the Special Servicer or such Additional Servicer, as the case may be,
during the preceding calendar year (or, if applicable, the portion of such year
during which the Certificates were outstanding) and of its performance under
this Agreement (or, in the case of an Additional Servicer, under the applicable
Sub-Servicing Agreement or primary servicing agreement) has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Master Servicer, the Special Servicer or such Additional
Servicer, as the case may be, has fulfilled all of its obligations under this
Agreement (or, in the case of an Additional Servicer, under the applicable
Sub-Servicing Agreement or primary servicing agreement) in all material respects
throughout such year (or, if applicable, the portion of such year during which
the Certificates were outstanding) 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.


                                     -147-
<PAGE>


     SECTION 3.14. Reports on Assessment of Compliance with Servicing Criteria;
                   Registered Public Accounting Firm Attestation Reports.

     Each Servicing Function Participant shall itself deliver, and each party
hereto shall cause any Sub-Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans to
deliver, on or before May 1 of each year, beginning in _______ (provided that if
the Trustee requires the following reports in connection with any filing with
the Commission, each Servicing Function Participant shall deliver, and each
party hereto shall cause any Sub-Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans to
deliver, on or before March 15 of the subject year), to the Trustee, the
Depositor, the Controlling Class Representative, [each Non-Trust Noteholder,]
and each Rating Agency and, in the case of a Servicing Function Participant
(other than the Master Servicer) or a Sub-Servicing Function Participant, to the
Master Servicer, the following reports: (i) a report on an assessment of
compliance by it with the Servicing Criteria, signed by an authorized officer of
such Servicing Function Participant or such Sub-Servicing Function Participant,
as the case may be, which report shall contain (A) a statement by such Servicing
Function Participant or such Sub-Servicing Function Participant, as the case may
be, of its responsibility for assessing compliance with the servicing criteria
applicable to it, (B) a statement that such Servicing Function Participant or
such Sub-Servicing Function Participant, as the case may be, used the Servicing
Criteria to assess compliance with the applicable servicing criteria, (C) such
Servicing Function Participant's or such Sub-Servicing Function Participant's,
as the case may be, assessment of compliance with the applicable servicing
criteria as of and for the period ending [December 31st of the preceding
calendar year], which discussion must include any material instance of
noncompliance with the applicable servicing criteria identified by such
Servicing Function Participant or such Sub-Servicing Function Participant, as
the case may be, and (D) a statement that a registered public accounting firm
has issued an attestation report on such Servicing Function Participant's or
such Sub-Servicing Function Participant's, as the case may be, assessment of
compliance with the applicable servicing criteria as of and for such period
ending [December 31st of the preceding calendar year]; and (ii) as to each
report delivered by a Servicing Function Participant or a Sub-Servicing Function
Participant pursuant to the immediately preceding clause (i), a report from a
registered public accounting firm (made in accordance with the standards for
attestation engagements issued or adopted by the PCAOB) that attests to, and
reports on, the assessment made by the asserting party in such report delivered
pursuant to the immediately preceding clause (i). Promptly after receipt of each
such report delivered pursuant to the preceding sentence, the Depositor shall
review such report and, if applicable, consult with the appropriate party hereto
as to the nature of any material instance of noncompliance with the applicable
Servicing Criteria by such party or any Sub-Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage
Loans.

     SECTION 3.15. Access to Certain Information.

     (a) Upon 10 days' prior written notice, the Master Servicer (with respect
to the items in clauses (a), (b), (c), (d), (e), (f), (h), (i) and (j) below, to
the extent such items are in its possession), the Special Servicer (with respect
to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent
those items are in its possession) and the Trustee (with respect to the items in
clauses (a) through (k) below, to the extent those items are in its possession)
shall make available at their respective offices primarily responsible for
administration of the Mortgage Loans (or in the case of the Trustee, at its
Corporate Trust Office), during normal business hours, or send to the requesting
party, such party having been certified to the Master Servicer, the Special
Servicer or the Trustee, as applicable, in


                                     -148-
<PAGE>


accordance with (a) and (b) in the following paragraph, as appropriate, at the
expense of such requesting party (unless otherwise provided in this Agreement),
for review by any Certificate Owner or Certificateholder or any prospective
transferee of any Certificate or interest therein, the Trustee, the Rating
Agencies, the Underwriters and the Depositor originals or copies of the
following items: (a) this Agreement and any amendments thereto, (b) all
Distribution Date Statements delivered to holders of the relevant Class of
Certificates since the Closing Date and all reports, statements and analyses
delivered by the Master Servicer since the Closing Date pursuant to Section
3.12(c), (c) all Officer's Certificates delivered by the Master Servicer or the
Special Servicer since the Closing Date pursuant to Section 3.13, (d) all
accountants' reports delivered to the Master Servicer in respect of itself or
the Special Servicer since the Closing Date as described in Section 3.14, (e)
the most recent property inspection report prepared by or on behalf of the
Master Servicer in respect of each Serviced Mortgaged Property and any
Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent
Serviced Mortgaged Property annual operating statements and rent roll, if any,
collected by or on behalf of the Master Servicer, (g) any and all modifications,
waivers and amendments of the terms of a Serviced Mortgage Loan and the Asset
Status Report prepared by the Special Servicer pursuant to Section 3.21(c), (h)
the Servicing File relating to each Serviced Mortgage Loan, (i) any and all
Officer's Certificates and other evidence delivered by the Master Servicer or
the Special Servicer, as the case may be, to support its determination that any
Advance was, or if made, would be, a Nonrecoverable Advance including appraisals
affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a),
(j) the [Other Series] Pooling and Servicing Agreement, and any reports,
statements, documents and other written information delivered under this
Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to
the Trustee, as holder of the [Blackacre] Trust Mortgage Loan, and (k) all
Exchange Act Reports filed with the Commission with respect to the Trust. Copies
of any and all of the foregoing items will be available from the Master
Servicer, the Special Servicer or the Trustee, as the case may be, upon request
and payment of reasonable copying costs but shall be provided to any of the
Rating Agencies and the Controlling Class Representative (and with respect to a
Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to
their reasonable requests. The Master Servicer, Special Servicer and Trustee may
each satisfy its obligations under this Section 3.15(a) by making such items
available for review on its Internet Website with the use of a password.

     In connection with providing access to or copies of the items described in
the preceding paragraph pursuant to this Section 3.15, or with respect to the
Controlling Class Representative (and in the case of a Loan Combination, the
related Non-Trust Noteholder(s)), in connection with providing access to or
copies of any items in accordance with this Agreement, the Trustee, the Master
Servicer or the Special Servicer, as applicable, shall require: (a) in the case
of Certificate Owners, Certificateholders and the Controlling Class
Representative (and in the case of a Loan Combination, the related Non-Trust
Noteholder(s)), a confirmation executed by the requesting Person substantially
in the form of Exhibit I-1 hereto (or such other form as may be reasonably
acceptable to the Trustee, the Master Servicer or the Special Servicer, as
applicable, and which may provide indemnification for the Master Servicer, the
Special Servicer and the Trustee) generally to the effect that such Person is a
beneficial holder of Book-Entry Certificates, or a representative of a
beneficial holder of Book-Entry Certificates, and, subject to the last sentence
of this paragraph, will keep such information confidential (except that any such
Certificate Owner, any such Certificateholder and the Controlling Class
Representative (and in the case of a Loan Combination, the related Non-Trust
Noteholder(s)) may provide such information to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein, provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential); and (b) in
the case of a prospective purchaser of a


                                     -149-
<PAGE>


Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit I-2 hereto (or such other form as
may be reasonably acceptable to the Trustee, the Master Servicer or the Special
Servicer, as applicable, and which may provide indemnification for the Master
Servicer or Trustee, as applicable) generally to the effect that such Person is
a prospective purchaser of a Certificate or an interest therein, is requesting
the information for use in evaluating a possible investment in Certificates and,
subject to the last sentence of this paragraph, will otherwise keep such
information confidential. The Certificate Owners and Holders of the
Certificates, by their acceptance thereof, and the Controlling Class
Representative (and in the case of a Loan Combination, the related Non-Trust
Noteholder(s)), by its acceptance of its appointment, will be deemed to have
agreed, subject to the last sentence of this paragraph, to keep such information
confidential (except that any Holder may provide such information obtained by it
to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential) and agrees not to use such information in
any manner that would violate federal, state or local securities laws.
Notwithstanding the foregoing, no Certificateholder, Certificate Owner or
prospective Certificateholder or Certificate Owner shall be obligated to keep
confidential any information received from the Trustee or the Master Servicer,
as applicable, pursuant to this Section 3.15 that has previously been made
available on an unrestricted basis and without a password via the Trustee's or
the Master Servicer's, as applicable, Internet Website or has previously been
filed with the Commission, and the Trustee or the Master Servicer, as
applicable, shall not require either of the certifications contemplated by the
second preceding sentence in connection with providing any information pursuant
to this Section 3.15 that has previously been made available without a password
via the Trustee's or the Master Servicer's, as applicable, Internet Website or
has previously been filed with the Commission.

     Each of the Master Servicer and the Special Servicer shall afford to the
Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC, the
Federal Reserve Board and any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to any records
regarding the Mortgage Loans and the servicing thereof within its control,
except to the extent it is prohibited from doing so by applicable law or
contract or to the extent such information is subject to a privilege under
applicable law to be asserted on behalf of the Certificateholders. Such access
shall be afforded only upon reasonable prior written request and during normal
business hours at the offices of the Master Servicer or the Special Servicer, as
the case may be, designated by it.

     The Trustee, the Master Servicer, the Special Servicer and the Underwriters
may require payment from the Certificateholder or Certificate Owner of a sum
sufficient to cover the reasonable costs and expenses of providing any such
information or access pursuant to this Section 3.15 to, or at the request of,
the Certificateholders or Certificate Owners or prospective transferees,
including, without limitation, copy charges and, in the case of
Certificateholders or Certificate Owners requiring on site review in excess of
three Business Days, reasonable fees for employee time and for space.

     (b) The Trustee shall, and the Master Servicer may but is not required to,
make available each month to any interested party on their respective Internet
Websites (i) the Distribution Date Statement and (ii) this Agreement, the
Prospectus and the Prospectus Supplement. In addition, on each Distribution
Date, the Trustee shall make available to any interested party via the Trustee's
Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic
Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA
Collateral Summary File, in each case for such


                                     -150-
<PAGE>


Distribution Date, and any other information at the request of the Depositor.
The Trustee shall make available on each Distribution Date (i) the Restricted
Servicer Reports and (ii) the CMSA Property File to any Privileged Person via
the Trustee's Internet Website with the use of a password (or other comparable
restricted access mechanism) provided by the Trustee.

     The Master Servicer may, but is not required to, make available each month
via its Internet Website to any Privileged Person, with the use of a password
provided by the Master Servicer, the reports and files comprising the CMSA
Investor Reporting Package.

     (c) In connection with providing access to the Trustee's Internet Website
or the Master Servicer's Internet Website, the Trustee or the Master Servicer,
as applicable, may require registration and the acceptance of a disclaimer and
may otherwise adopt reasonable rules and procedures that may include, to the
extent the Master Servicer or Trustee, as applicable, deems necessary or
appropriate, conditioning access on the execution and delivery of an agreement
(which may be in the form of Exhibit I-1 or I-2 (or such other form as may be
reasonably acceptable to the Trustee or the Master Servicer, as applicable))
governing the availability, use and disclosure of such information and providing
indemnification to the Master Servicer or Trustee, as applicable, for any
liability or damage that may arise therefrom.

     The Master Servicer and Trustee may, in accordance with such reasonable
rules and procedures as each may adopt (including conditioning access on the
execution and delivery of an agreement (which may be in the form of Exhibit I-1
or I-2 (or such other form as may be reasonably acceptable to the Trustee or the
Master Servicer, as applicable)) governing the availability, use and disclosure
of information and providing indemnification to the Master Servicer or Trustee,
as applicable, for any liability or damage that may arise therefrom), also make
available, through its Internet Website or otherwise, any additional information
relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for
review by any Persons to whom the Master Servicer or Trustee, as applicable,
believes such disclosure is appropriate, in each case except to the extent doing
so is prohibited by applicable law or by the related Mortgage Loan (in the case
of Trustee, if it has actual knowledge of such prohibition by the related
Mortgage Loan).

     Notwithstanding anything in this Agreement to the contrary, the Master
Servicer and the Trustee may withhold (other than with respect to items required
to be delivered under this Agreement to the Controlling Class Representative
(and, in the case of a Loan Combination, the related Non-Trust Noteholder(s))
any information not yet included in a Form 8-K Current Report filed with the
Commission or otherwise made publicly available with respect to which the
Trustee or the Master Servicer has determined that such withholding is
appropriate.

     Any transmittal of information by the Master Servicers or the Trustee to
any Person other than the Rating Agencies or the Depositor may be accompanied by
a letter containing the following provision:

          "By receiving the information set forth herein, you hereby
          acknowledge and agree that the United States securities laws
          restrict any person who possesses material, non-public
          information regarding the Trust that issued Merrill Lynch
          Mortgage Trust 200_-_, Commercial Mortgage Pass-Through
          Certificates, Series 200_-__, from purchasing or selling
          such Certificates in circumstances where the other party to
          the transaction is not


                                     -151-
<PAGE>


          also in possession of such information. You also acknowledge and
          agree that such information is being provided to you for the
          purposes of, and such information may be used only in connection
          with, evaluation by you or another Certificateholder or
          prospective purchaser of such Certificates or beneficial interest
          therein".

     (d) If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to the
Trustee, and such application states that the Applicants' desire to communicate
with other Holders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, send, at the Applicants' expense,
the written communication proffered by the Applicants to all Certificateholders
at their addresses as they appear in the Certificate Register.

     (e) The Master Servicer and the Special Servicer shall not be required to
confirm, represent or warrant the accuracy or completeness of any other Person's
information or report included in any communication from the Master Servicer or
the Special Servicer under this Agreement. None of the Master Servicer, the
Special Servicer or the Trustee shall be liable for the dissemination of
information in accordance with the terms of this Agreement. The Trustee makes no
representations or warranties as to the accuracy or completeness of any report,
document or other information made available on the Trustee's Internet Website
and assumes no responsibility therefor. In addition, the Trustee, the Master
Servicer and the Special Servicer may disclaim responsibility for any
information distributed by the Trustee, the Master Servicer or the Special
Servicer, respectively, for which it is not the original source.

     SECTION 3.16. Title to REO Property; REO Accounts.

     (a) If title to any Serviced Mortgaged Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, in the case of a Loan Combination Mortgaged
Property, on behalf of the related Non-Trust Noteholder(s). If, pursuant to
Section 3.09(b), the Special Servicer formed or caused to be formed, at the
expense of the Trust, a single member limited liability company (of which the
Trust is the sole member) for the purpose of taking title to one or more
Administered REO Properties pursuant to this Agreement, then (subject to the
interests of, if affected, the related Non-Trust Noteholder(s)), the deed or
certificate of sale with respect to any such REO Property shall be issued to
such single member limited liability company. The limited liability company
shall be a manager-managed limited liability company, with the Special Servicer
to serve as the initial manager to manage the property of the limited liability
company, including any applicable 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 Fund and, in the case of any
Loan Combination REO Property, the related Non-Trust Noteholder(s), shall sell
any Administered REO Property as soon as practicable in accordance with the
Servicing Standard, but prior to the end of the third year following the
calendar year in which REMIC I acquires ownership of such Administered REO
Property for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies


                                     -152-
<PAGE>


for, more than 60 days prior to the end of such third succeeding year, and is
granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such Administered REO Property or (ii) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee, the Special Servicer and the
Master Servicer, to the effect that the holding by REMIC I of such Administered
REO Property subsequent to the end of such third succeeding year will not result
in the imposition of taxes on "prohibited transactions" (as defined in Section
860F of the Code) on either of REMIC I or REMIC II or cause either of REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificates are
outstanding. If the Special Servicer is granted the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel contemplated by clause (ii) of the immediately preceding sentence, the
Special Servicer shall sell the subject Administered REO Property within such
extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, or for the
creation of and the operating of a single member limited liability company,
shall be covered as, and reimbursable as, a Servicing Advance.

     (b) The Special Servicer shall segregate and hold all funds collected and
received in connection with any Administered REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Serviced Mortgaged Property (other than a Loan Combination
Mortgaged Property), the Special Servicer shall establish and maintain one or
more accounts (collectively, the "Pool REO Account"), 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 Administered REO
Property (other than any Loan Combination REO Property). If such REO Acquisition
occurs with respect to a Loan Combination Mortgaged Property, then the Special
Servicer shall establish an REO Account solely with respect to such property (an
"Loan Combination REO Account"), to be held for the benefit of the
Certificateholders and the related Non-Trust Noteholder. The Pool REO Account
and each Loan Combination REO Account shall each be an Eligible Account. The
Special Servicer shall deposit, or cause to be deposited, in the applicable REO
Account all REO Revenues, Insurance Proceeds and Liquidation Proceeds received
in respect of any Administered REO Property within 2 Business Days of receipt.
Funds in the REO Accounts may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall be entitled to make withdrawals
from each 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
such REO Account for any Collection Period). The Special Servicer shall give
written notice to the Trustee and the Master Servicer of the location of each
REO Account, and shall give notice to the related Non-Trust Noteholder(s) of the
location of any Loan Combination REO Account, in each case when first
established and of the new location of any such REO Account prior to any change
thereof.

     (c) The Special Servicer shall withdraw from the related REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any Administered REO Property, but only to the extent of amounts
on deposit in such REO Account relating to such Administered REO Property
(including any monthly reserve or escrow amounts necessary to accumulate
sufficient funds for taxes, insurance and anticipated capital expenditures (the
"Impound Reserve")). On each Determination Date, the Special Servicer shall
withdraw from the Pool REO


                                     -153-
<PAGE>


Account and deposit into the Collection Account, or deliver to the Master
Servicer or such other Person as may be designated by the Master Servicer (which
shall deposit such amounts into the Collection Account) the aggregate of all
amounts received in respect of the related Administered REO Property during the
Collection Period ending on such Determination Date, net of any withdrawals made
out of such amounts pursuant to the preceding sentence. On each Determination
Date, the Special Servicer shall withdraw from each Loan Combination REO Account
and deposit into the related Loan Combination Custodial Account, or deliver to
the Master Servicer or such other Person as may be designated by the Master
Servicer (which shall deposit such amounts into the related Loan Combination
Custodial Account) the aggregate of all amounts then on deposit therein that
were received in respect of the related Loan Combination REO Property during the
Collection Period ending on such Determination Date, net of any withdrawals made
out of such amounts pursuant to the second preceding sentence. Notwithstanding
the foregoing, in addition to the Impound Reserve, the Special Servicer may
retain in the applicable REO Account such portion of proceeds and collections in
respect of any Administered REO Property as may be necessary to maintain a
reserve of sufficient funds for the proper operation, management, leasing,
maintenance and disposition of such Administered REO Property (including,
without limitation, the creation of a reasonable reserve for repairs,
replacements, necessary capital improvements and other related expenses), such
reserve not to exceed an amount reasonably estimated to be sufficient to cover
such items estimated to be incurred during the following twelve-month period.

     (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

     SECTION 3.17. Management of REO Property.

     (a) Prior to the acquisition by it of title to a Serviced Mortgaged
Property, the Special Servicer shall review the operation of such Serviced
Mortgaged Property and determine the nature of the income that would be derived
from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

          (i) None of the income from Directly Operating such Serviced Mortgaged
     Property would be subject to tax as "net income from foreclosure property"
     within the meaning of the REMIC Provisions or would be subject to the tax
     imposed on "prohibited transactions" under Section 860F of the Code (either
     such tax referred to herein as an "REO Tax"), then such Serviced Mortgaged
     Property may be Directly Operated by the Special Servicer as Administered
     REO Property;

          (ii) Directly Operating such Serviced Mortgaged Property as an
     Administered REO Property could result in income from such property that
     would be subject to an REO Tax, but that a lease of such property to
     another party to operate such property, or the performance of some services
     by an Independent Contractor with respect to such property, or another
     method of operating such property would not result in income subject to an
     REO Tax, then the Special Servicer may (provided that in the reasonable
     judgment of the Special Servicer (exercised in accordance with the
     Servicing Standard), such alternative is commercially reasonable) acquire
     such Serviced Mortgaged Property as Administered REO Property and so lease
     or operate such Administered REO Property; or


                                     -154-
<PAGE>


          (iii) It is reasonable to believe that Directly Operating such
     property as Administered REO Property could result in income subject to an
     REO Tax and that no commercially reasonable means exists to operate such
     property as Administered REO Property without the Trust Fund incurring or
     possibly incurring an REO Tax on income from such property, the Special
     Servicer shall deliver to the REMIC Administrator, in writing, a proposed
     plan (the "Proposed Plan") to manage such property as Administered REO
     Property. Such plan -------------- shall include potential sources of
     income, and, to the extent reasonably possible, estimates of the amount of
     income from each such source. Within a reasonable period of time after
     receipt of such plan, the REMIC Administrator shall consult with the
     Special Servicer and shall advise the Special Servicer of the REMIC
     Administrator's federal income tax reporting position with respect to the
     various sources of income that the Trust Fund would derive under the
     Proposed Plan. In addition, the REMIC Administrator shall (to the extent
     reasonably possible) advise the Special Servicer of the estimated amount of
     taxes that the Trust Fund would be required to pay with respect to each
     such source of income. After receiving the information described in the two
     preceding sentences from the REMIC Administrator, the Special Servicer
     shall either (A) implement the Proposed Plan (after acquiring the
     respective Serviced Mortgaged Property as Administered REO Property) or (B)
     manage such property in a manner that would not result in the imposition of
     an REO Tax on the income derived from such property. All of the REMIC
     Administrator's expenses (including any fees and expenses of counsel or
     other experts reasonably retained by it) incurred pursuant to this section
     shall be reimbursed to it from the Trust Fund in accordance with Section
     10.01(e). ----------------

     The Special Servicer's decision as to how each Administered REO Property
shall be managed and operated shall be based on the Servicing Standard and,
further, based on the reasonable judgment of the Special Servicer as to which
means would be in the best interest of the Certificateholders (and, in the case
of any Loan Combination REO Property, the related Non-Trust Noteholder(s)) by
maximizing (to the extent commercially reasonable and consistent with Section
3.17(b)) the net after-tax REO Revenues received by the Trust Fund with respect
to such property and, to the extent consistent with the foregoing, in the same
manner as would prudent mortgage loan servicers operating acquired mortgaged
property comparable to the respective Serviced Mortgaged Property. Both the
Special Servicer and the REMIC Administrator may, at the expense of the Trust
Fund payable pursuant to Section 3.05(a)(xiii) consult with counsel.

     (b) If title to any Administered REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such Administered REO
Property for the benefit of the Certificateholders (and, in the case of any Loan
Combination REO Property, the related Non-Trust Noteholder(s)) solely for the
purpose of its prompt disposition and sale in a manner that does not and will
not: (i) cause such Administered REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code for purposes of
Section 860D(a) of the Code; or (ii) except as contemplated by Section 3.17(a),
either result in the receipt by any REMIC of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are consistent with the Servicing Standard
and, consistent therewith, shall withdraw from the related REO Account, to the
extent of amounts on deposit therein with respect to any Administered REO
Property, funds necessary for the proper operation, management, maintenance and
disposition of such Administered REO Property, including without limitation:


                                     -155-
<PAGE>


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

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

          (iii) any ground rents in respect of such Administered REO Property;
     and

          (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage and restore such Administered REO Property.

     To the extent that amounts on deposit in the applicable REO Account in
respect of any Administered REO Property are insufficient for the purposes set
forth in the preceding sentence with respect to such Administered REO Property,
the Master Servicer, subject to Section 3.03(c), shall make Servicing Advances
in such amounts as are necessary for such purposes unless (as evidenced by an
Officer's Certificate delivered to the Trustee) the Master Servicer determines,
in accordance with the Servicing Standard, that such payment would be a
Nonrecoverable Advance; provided, however, that the Master Servicer may make any
such Servicing Advance without regard to recoverability if it is a necessary fee
or expense incurred in connection with the defense or prosecution of legal
proceedings.

     (c) Without limiting the generality of the foregoing, the Special Servicer
shall not, with respect to any Administered REO Property:

          (i) enter into, renew or extend any New Lease with respect to such
     Administered REO Property, if the New Lease, by its terms would 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 such Administered 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
     Mortgage 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 such Administered REO Property
     on any date more than 90 days after the related REO Acquisition;

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, at the
direction of the Special Servicer, and shall be reimbursable as a Servicing
Advance) to the effect that such action would not cause such Administered REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at
any time that it is held by REMIC I, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.


                                     -156-
<PAGE>


     (d) Unless Section 3.17(a)(i) applies, the Special Servicer shall contract
with any Independent Contractor for the operation and management of any
Administered REO Property, provided that:

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

          (ii) the fees of such Independent Contractor (which shall be expenses
     of the Trust Fund) shall be reasonable and customary in consideration of
     the nature and locality of such Administered REO Property;

          (iii) except as permitted under Section 3.17(a), any such contract
     shall require, or shall be administered to require, that the Independent
     Contractor, in a timely manner, (A) pay out of related REO Revenues all
     costs and expenses incurred in connection with the operation and management
     of such Administered REO Property, including, without limitation, those
     listed in Section 3.17(b) above, and (B) except to the extent that such
     revenues are derived from any services rendered by the Independent
     Contractor to tenants of such Administered REO Property that are not
     customarily furnished or rendered in connection with the rental of real
     property (within the meaning of Section 1.856-4(b)(5) of the Treasury
     regulations or any successor provision), remit all related revenues
     collected (net of its fees and such costs and expenses) to the Special
     Servicer upon receipt;

          (iv) none of the provisions of this Section 3.17(d) relating to any
     such contract or to actions taken through any such Independent Contractor
     shall be deemed to relieve the Special Servicer of any of its duties and
     obligations hereunder with respect to the operation and management of such
     Administered 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 Administered 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 under Section 3.16 and this Section 3.17 for indemnification of
the Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No
agreement entered into pursuant to this Section 3.17(d) shall be deemed a
Sub-Servicing Agreement for purposes of Section 3.22.

     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 Trust Mortgage Loan or an REO
Property related thereto 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 and/or any related co-lender, intercreditor or
similar agreement to which the Trust is a party.

     (b) After a Serviced Trust Mortgage Loan becomes a Serviced Trust Defaulted
Mortgage Loan, the Special Servicer shall determine the fair value of the
Serviced Trust Mortgage Loan


                                     -157-
<PAGE>


in accordance with the Servicing Standard; provided, however, that such
determination shall be made without taking into account any effect the
restrictions on the sale of such Serviced Trust Mortgage Loan contained herein
may have on the value of such Serviced Trust Defaulted Mortgage Loan; provided,
further, that the Special Servicer shall use reasonable efforts promptly to
obtain an Appraisal with respect to the related Mortgaged Property unless it has
an Appraisal that is less than 12 months old and has no actual knowledge of, or
notice of, any event which in the Special Servicer's judgment would materially
affect the validity of such Appraisal. The Special Servicer shall make its fair
value determination as soon as reasonably practicable (but in any event within
30 days) after its receipt of such new Appraisal, if applicable. The Special
Servicer will be permitted, from time to time, to adjust its fair value
determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with the Servicing Standard;
provided, however, that the Special Servicer shall update its fair value
determination at least once every 90 days; and provided, further, that absent
the Special Servicer having actual knowledge of a material change in
circumstances affecting the value of the related Mortgaged Property, the Special
Servicer shall not be obligated to update such determination. The Special
Servicer shall notify the Trustee, the Master Servicer, each Rating Agency, the
Plurality Subordinate Certificateholder promptly upon its fair value
determination and any adjustment thereto. The Special Servicer shall also
deliver to the Master Servicer and the Plurality Subordinate Certificateholder
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 Serviced Trust Mortgage Loan (such materials are, collectively, the
"Determination Information"). Notwithstanding the foregoing, the Special
Servicer shall not be required to deliver the Determination Information to the
Master Servicer, and shall instead deliver the Determination Information to the
Trustee, if the Master Servicer will not be determining whether the Option Price
represents fair value for the Serviced Trust Defaulted Mortgage Loan, pursuant
to this Section 3.18.

     In determining the fair value of any Serviced Trust Defaulted Mortgage
Loan, the Special Servicer shall take into account, among other factors, the
period and amount of the delinquency on such Serviced Trust Mortgage Loan, the
occupancy level and physical condition of the related Mortgaged Property, the
state of the local economy in the area where the Mortgaged Property is located,
and the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property and the expected recoveries from pursuing a work-out
or foreclosure strategy instead of selling the Serviced Trust Defaulted Mortgage
Loan to the Purchase Option holder. In addition, the Special Servicer shall
refer to all other relevant information obtained by it or otherwise contained in
the related Mortgage File; provided that the Special Servicer shall take account
of any change in circumstances regarding the related Mortgaged Property known to
the Special Servicer that has occurred subsequent to, and that would, in the
Special Servicer's reasonable judgment, materially affect the value of the
related Mortgaged Property reflected in the most recent related Appraisal.
Furthermore, the Special Servicer shall consider all available objective
third-party information obtained from generally available sources, as well as
information obtained from vendors providing real estate services to the Special
Servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
Mortgaged Property is located.

     (c) Subject to the terms set forth in Section 2.03, in the event a Serviced
Trust Mortgage Loan becomes a Serviced Trust Defaulted Mortgage Loan, each of
the Plurality Subordinate Certificateholder and the Special Servicer (each,
together with their respective assignees, an "Option


                                     -158-
<PAGE>


Holder") shall have an assignable option (a "Purchase Option") (with respect to
any Trust Mortgage Loan that is part of a Loan Combination, subject to the
related Loan Combination Intercreditor Agreement and, in the case of the
[Blackacre] Trust Mortgage Loan, Section 3.18(o)) to purchase such Serviced
Trust Defaulted Mortgage Loan from the Trust Fund at a price (the "Option
Price") equal to (i) the Purchase Price, if the Special Servicer has not yet
determined the fair value of the Serviced Trust Defaulted Mortgage Loan, or (ii)
the fair value of the Serviced Trust Defaulted Mortgage Loan as determined by
the Special Servicer in the manner described in Section 3.18(b) and in
accordance with the Servicing Standard, if the Special Servicer has made such
fair value determination; provided that, if (A) the Purchase Option is being
exercised by an Option Holder that is an assignee of the Plurality Subordinate
Certificateholder that is not an Affiliate of the Plurality Subordinate
Certificateholder, (B) the assignment of the Purchase Option was to such Option
Holder for no material consideration, and (iii) the Purchase Option is exercised
by such Option Holder more than 90 days following a determination of the fair
value of the subject Serviced Trust Defaulted Mortgage Loan, the Option Price
shall include a Principal Recovery Fee payable to the Special Servicer. The
Special Servicer shall, promptly after a Serviced Trust Mortgage Loan becomes a
Serviced Trust Defaulted Mortgage Loan, deliver to the Plurality Subordinate
Certificateholder a notice substantially in the form of Exhibit M-1. Any holder
of a Purchase Option may sell, transfer, assign or otherwise convey its Purchase
Option with respect to any Serviced Trust Defaulted Mortgage Loan to any party
at any time after the related Serviced Trust Mortgage Loan becomes a Serviced
Trust 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 (i) in the case of the Plurality Subordinate Certificateholder, an
assignment substantially in the form of Exhibit M-3, or (ii) in the case of the
Special Servicer, an assignment substantially in the form of Exhibit M-2.
Notwithstanding the foregoing, the Plurality Subordinate Certificateholder (or
its assignee) shall have the right to exercise its Purchase Option prior to any
exercise of the Purchase Option by the Special Servicer; provided, however, if
the Purchase Option is not exercised by the Plurality Subordinate
Certificateholder or any assignee thereof within 60 days of the fair value
determination being made with respect to the subject Serviced Trust Mortgage
Loan becoming a Trust Defaulted Mortgage Loan, then the Special Servicer (or its
assignee) shall have the right to exercise its Purchase Option prior to any
exercise by the Plurality Subordinate Certificateholder and the Special Servicer
or its assignee may exercise such Purchase Option at any time during the 15 day
period immediately following the expiration of such 60-day period. Following the
expiration of such 15 day period, the Plurality Subordinate Certificateholder
(or its assignee) shall again have the right to exercise its Purchase Option
prior to any exercise of the Purchase Option by the Special Servicer. If not
exercised earlier, the Purchase Option with respect to any Serviced Trust
Defaulted Mortgage Loan will automatically terminate (i) once the related
Serviced Trust Defaulted Mortgage Loan is no longer a Serviced Trust Defaulted
Mortgage Loan; provided, however, that if such Serviced Trust Mortgage Loan
subsequently becomes a Serviced Trust Defaulted Mortgage Loan, the related
Purchase Option shall again be exercisable, (ii) upon the acquisition, by or on
behalf of the Trust Fund, of title to the related Mortgaged Property through
foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off,
in full or at a discount, of such Serviced Trust Defaulted Mortgage Loan in
connection with a workout. In addition, the Purchase Option with respect to a
Serviced Trust Defaulted Mortgage Loan held by any Person will terminate upon
the exercise of the Purchase Option and consummation of the purchase by any
other holder of a Purchase Option.

     (d) [RESERVED]


                                     -159-
<PAGE>


     (e) Upon receipt of notice from the Special Servicer indicating that a
Serviced Trust Mortgage Loan has become a Serviced Trust Defaulted Mortgage
Loan, the holder (whether the original grantee of such option or any subsequent
transferee) of the Purchase Option may exercise the Purchase Option by providing
the Master Servicer and the Trustee, written notice thereof (the "Purchase
Option Notice"), which notice shall identify the Person that, on its own or
through an Affiliate, will acquire the related Serviced Trust Mortgage Loan upon
closing and shall specify a cash exercise price at least equal to the Option
Price. The Purchase Option Notice shall be delivered in the manner specified in
Section 11.05. The exercise of any Purchase Option pursuant to this clause (e)
shall be irrevocable; provided that the assignor of the Purchase Option shall
have no liability to the Trust Fund or any other party hereto for the failure of
its third party assignee to close the sale of the Serviced Trust Defaulted
Mortgage Loan after its exercise of the Purchase Option and upon such failure,
the Purchase Option shall revert to the Option Holder as provided herein as if
the Purchase Option had not been exercised, and the Special Servicer shall
pursue against such assignee whatever remedies it may have against the assignee.

     (f) If the Special Servicer or the Plurality Subordinate Certificateholder,
or any of their respective Affiliates, is identified in the Purchase Option
Notice as the Person expected to acquire the related Serviced Trust Mortgage
Loan, and the Option Price is based upon the Special Servicer's fair value
determination, then the Master Servicer (or, if the Master Servicer and the
Special Servicer are the same Person, the Trustee) shall determine whether the
Special Servicer's determination of the Option Price represents fair value for
the Serviced Trust Defaulted Mortgage Loan, in the manner set forth in Section
3.18(b). In such event, the Special Servicer shall promptly deliver to the
Master Servicer (or the Trustee, if the Trustee is making the determination as
contemplated in the preceding sentence) the Determination Information, including
information regarding any change in circumstance regarding the Serviced Trust
Defaulted Mortgage Loan known to the Special Servicer that has occurred
subsequent to, and that would materially affect the value of the related
Mortgaged Property reflected in, the most recent related Appraisal.
Notwithstanding the foregoing, and if the Special Servicer has not already done
so, the Master Servicer (or the Trustee, if the Trustee is making the
determination as contemplated in the preceding sentences) may (at its option)
designate an Independent Appraiser or other Independent expert of recognized
standing having experience in evaluating the value of defaulted mortgage loans,
selected with reasonable care by the Master Servicer or the Trustee, as the case
may be, to confirm that the Special Servicer's determination of the Option Price
represents fair value for the Serviced Trust Defaulted Mortgage Loan (which
opinion shall be based on a review, analysis and evaluation of the Determination
Information, and to the extent such an Independent 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). In that event, the Master
Servicer or the Trustee, as the case may be, absent manifest error, may
conclusively rely on the opinion of any such Person.

     The costs of all appraisals, inspection reports and opinions of value
incurred by the Special Servicer, the Master Servicer, the Trustee or any such
third party pursuant to this paragraph shall be advanced by the Master Servicer
(or the Trustee, if applicable) and shall constitute, and be reimbursable as,
Servicing Advances. In addition, the Master Servicer (or, if applicable, the
Trustee) shall be entitled to receive out of the Collection Account a fee in the
amount of $2,500, for the initial confirmation of the Special Servicer's Option
Price determination (but no fee for any subsequent confirmation) that is made by
it with respect to any Serviced Trust Defaulted Mortgage Loan, in accordance
with this Section 3.18(f).


                                     -160-
<PAGE>


     Notwithstanding anything contained in this Section 3.18(f) to the contrary,
if the Special Servicer, the Plurality Subordinate Certificateholder or any of
their respective Affiliates, is identified in the Purchase Option Notice as the
Person expected to acquire the related Serviced Trust 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 Serviced Trust
Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and as soon
as reasonably practicable but in any event within 30 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 Serviced
Trust Defaulted Mortgage Loan, the Trustee may obtain an opinion as to the fair
value of such Serviced Trust Defaulted Mortgage Loan, taking into account the
factors set forth in Section 3.18(b), from an Independent 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
an Independent 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 which was chosen by the Trustee with reasonable care. Notwithstanding the
30 day time period referenced above in this paragraph, the Trustee will have an
additional 15 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 Serviced Trust Defaulted Mortgage Loan, such
party shall provide its determination, together will all information and reports
it relied upon in making such determination, to the Special Servicer, the Master
Servicer or the Trustee, as the case may be, and the Special Servicer 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(e) above. Upon
receipt of such notice, such Option Holder shall have three (3) Business Days to
(i) accept the Option Price as adjusted and proceed in accordance with Section
3.18(g) 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 Serviced Trust
Defaulted Mortgage Loan. Upon notice from such Option Holder, that it rejects
the Option Price as adjusted, the Special Servicer and the Trustee shall provide
the notices described in Section 3.18(h) below and thereafter any Option Holder
may exercise its purchase option in accordance with this Section 3.18, at the
Option Price as adjusted.

     (g) The Option Holder whose Purchase Option is declared effective pursuant
to Section 3.18(e) above shall be required to pay the purchase price specified
in its Purchase Option Notice to the Master Servicer within 10 Business Days of
its receipt of the Master Servicer's notice confirming that the exercise of its
Purchase Option is effective. Upon receipt of a Request for Release from the
Master Servicer specifying the date for closing the purchase of the related
Serviced Trust Defaulted


                                     -161-
<PAGE>


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 Serviced Trust
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 (except that portion of any purchase price constituting
Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale Reserve
Account) into the Collection Account within one (1) Business Day following
receipt.

     (h) The Special Servicer shall immediately notify the Trustee and the
Master 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(h). 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.

     (i) Unless and until the Purchase Option with respect to a Serviced Trust
Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies available hereunder with respect to such Serviced
Trust Defaulted Mortgage Loan, including, without limitation, workout and
foreclosure, as the Special Servicer may deem appropriate consistent with the
Servicing Standard; provided, however, the Special Servicer will not be
permitted to sell the Serviced Trust Defaulted Mortgage Loan other than in
connection with the exercise of the related Purchase Option.

     (j) In the event that title to any Administered REO Property is acquired by
the Trust in respect of any Serviced Trust Defaulted Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Controlling Class
Representative, shall use its reasonable best efforts to sell any Administered
REO Property as soon as practicable in accordance with Section 3.16(a). If the
Special Servicer on behalf of the Trustee has not received an REO Extension or
an Opinion of Counsel described in Section 3.16(a) and the Special Servicer is
not able to sell such Administered REO Property within the period specified
above, or if an REO Extension has been granted and the Special Servicer is
unable to sell such Administered REO Property within the extended time period,
the Special Servicer shall, after consultation with the Controlling Class
Representative, before the end of such period or extended period, as the case
may be, auction the Administered REO Property to the highest bidder (which may
be the Special Servicer) in accordance with the Servicing Standard. The Special
Servicer shall give the Controlling Class Representative, the Master Servicer
and the Trustee (and, in the case of a Loan Combination Mortgaged Property, the
related Non-Trust Noteholder(s)) not less than five days' prior written notice
of its intention to sell any Administered REO Property, and in respect of such
sale, the Special Servicer shall offer such Administered REO Property in a
commercially reasonable manner. Where any Interested Person is among those
bidding with respect to an Administered REO Property, the Special Servicer shall
require that all bids be submitted in writing and be accompanied by a refundable
deposit of cash in an amount equal to 5% of the bid amount. No Interested Person
shall be permitted to purchase the Administered REO Property at a price less
than the Purchase Price; and provided, further, that if the Special Servicer
intends to bid on any Administered REO Property, (i) the Special Servicer shall
notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at
the expense of the Trust Fund, an Appraisal of such Administered REO Property
and (iii) the Special Servicer shall not bid less than the greater of (A) the
fair market value set forth in such Appraisal or (B) the Purchase Price.


                                     -162-
<PAGE>


     (k) Subject to the REMIC Provisions, the Special Servicer shall act on
behalf of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any Administered REO Property or the
exercise of a Purchase Option, including the collection of all amounts payable
in connection therewith. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any Administered REO Property or purchase any Serviced Trust
Defaulted Mortgage Loan. Any sale of a Serviced Trust Defaulted Mortgage Loan
(pursuant to a Purchase Option) or an Administered REO Property shall be without
recourse to, or representation or warranty by, the Trustee, the Fiscal Agent,
the Depositor, the Special Servicer, the Master Servicer, any Mortgage Loan
Seller or the Trust. None of the Special Servicer, the Master Servicer, the
Depositor, the Trustee or the Fiscal Agent shall have any liability to the Trust
or any Certificateholder with respect to the price at which a Serviced Trust
Defaulted Mortgage Loan is sold if the sale is consummated in accordance with
the terms of this Agreement.

     (l) Upon exercise of a Purchase Option, the holder of such Purchase Option
shall be required to pay the purchase price specified in its Purchase Option
Notice to the Special Servicer within 10 Business Days of exercising its
Purchase Option. The proceeds of any sale of a Serviced Trust Defaulted Mortgage
Loan, after deduction of the expenses of such sale incurred in connection
therewith, shall be deposited by the Special Servicer in the Collection Account.

     (m) Notwithstanding anything herein to the contrary, the Special Servicer
shall not take or refrain from taking any action pursuant to instructions from
the Controlling Class Representative that would cause it to violate applicable
law or any term or provision of this Agreement, including the REMIC Provisions
and the Servicing Standard.

     (n) The amount paid for a Serviced Trust Defaulted Mortgage Loan or related
Administered REO Property purchased under this Agreement shall be deposited into
the Collection Account. Upon receipt of an Officer's Certificate from the Master
Servicer to the effect that such deposit has been made, the Trustee shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in the purchaser of such Serviced Trust Defaulted Mortgage Loan or related
Administered REO Property ownership of the Serviced Trust Defaulted Mortgage
Loan or Administered REO Property. The Custodian, upon receipt of a Request for
Release, shall release or cause to be released to the Master Servicer or Special
Servicer the related Mortgage File. In connection with any such purchase, the
Special Servicer shall deliver the related Servicing File to the purchaser of a
Serviced Trust Defaulted Mortgage Loan or related Administered REO Property.

     (o) Pursuant to the terms of the [Blackacre] Intercreditor Agreement, upon
the occurrence of a [Blackacre] Triggering Event with respect to the [Blackacre]
Trust Mortgage Loan, any [Blackacre] Subordinate Noteholder may, at its option
and subject to the terms of the [Blackacre] Intercreditor Agreement, purchase
the [Blackacre] Trust Mortgage Loan at the purchase price set forth in the
[Blackacre] Intercreditor Agreement. Any exercise of a Purchase Option under
this Section 3.18 with respect to the [Blackacre] Trust Mortgage Loan shall be
subject to the rights of the [Blackacre] Subordinate Noteholders to purchase the
[Blackacre] Trust Mortgage Loan pursuant to the [Blackacre] Intercreditor
Agreement.


                                     -163-
<PAGE>


     SECTION 3.19. Additional Obligations of Master Servicer.

     (a) The Master Servicer shall deposit in the Collection Account on each P&I
Advance Date (prior to any transfer of funds from the Collection Account to the
Distribution Account on such date), without any right of reimbursement therefor
with respect to those Trust Mortgage Loans that were, in each such case, subject
to a Principal Prepayment during the most recently ended Collection Period
(other than Principal Prepayments made out of Insurance Proceeds or Liquidation
Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a
Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i)
the amount of the related Prepayment Interest Shortfalls in respect of the Trust
Mortgage Loans and (ii) the sum of (A) that portion of the Master Servicing Fees
on the Mortgage Pool that represents an accrual at a rate of ____% per annum and
(B) the total amount of Prepayment Interest Excesses that were collected during
the related Collection Period; provided, however, that if a Prepayment Interest
Shortfall occurs as a result of the Master Servicer's allowing the related
Mortgagor to deviate from the terms of the related Mortgage Loan documents
regarding principal prepayments (other than (x) subsequent to a material default
under the related Mortgage Loan documents, (y) pursuant to applicable law or a
court order, or (z) at the request or with the consent of the Special Servicer
or the Controlling Class Representative) then, for purposes of determining the
payment that the Master Servicer is required to make to cover that Prepayment
Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above
shall be construed to include (1) the entire Master Servicing Fees payable to
the Master Servicer with respect to the related Collection Period, inclusive of
any portion payable to a third-party primary servicer and inclusive of any
portion thereof that constitutes the related Excess Servicing Strip and (2) the
amount of any investment income earned by the Master Servicer on the related
Principal Prepayment while on deposit in the Collection Account. Following the
payments made by the Master Servicer pursuant to the preceding paragraph
(excluding the payments contemplated by the proviso to the sole sentence of the
preceding paragraph), the Master Servicer shall apply any remaining Prepayment
Interest Excesses to offset any Casualty/Condemnation Interest Shortfall
incurred with respect to any Trust Mortgage Loan during the subject Collection
Period.

     Except as provided in the preceding paragraphs, no other compensation to
the Master Servicer shall be available to cover Prepayment Interest Shortfalls.
The Master Servicer's obligation to make any particular deposit in respect of
any Collection Period as set forth in this Section 3.19(a) shall not, in the
absence of default under this Section 3.19(a), carry over to any subsequent
Collection Period.

     Without the consent of the Special Servicer, the Master Servicer shall not
allow Mortgagor to deviate from the terms of the related Mortgage Loan Documents
regarding voluntary Principal Prepayments (other than with respect to Principal
Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other
than Casualty/Condemnation Principal Prepayments) if a Prepayment Interest
Shortfall would occur as a result of such deviation.

     (b) The Master Servicer shall, as to each Serviced Mortgage Loan that is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 60 days of the Closing Date) notify the related ground
lessor in writing of the transfer of such Serviced Mortgage Loan to the Trust
Fund pursuant to this Agreement and inform such ground lessor that any notices
of default under the related Ground Lease should thereafter be forwarded to the
Master Servicer. The costs and expenses of any modifications to Ground Leases
shall be paid by the related Mortgagor.


                                     -164-
<PAGE>


     (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon
request, without charge, no more than twice per calendar year a current list of
the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is
identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and
their respective billing addresses and telephone numbers; provided, however,
that the Master Servicer shall be under no obligation to provide any such
information not in its possession.

     (d) The Master Servicer and the Special Servicer shall each be responsible
for providing (i) to each Non-Trust Noteholder such notices regarding defaults
and events of default with respect to the related Loan Combination as are
required from the holder of the related Trust Mortgage Loan that is part the
related Loan Combination under the related Loan Combination Intercreditor
Agreement, and (ii) to any lender of related mezzanine debt as may be required
from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender,
intercreditor or similar agreement.

     (e) The Master Servicer shall be responsible for paying, out of its own
funds, the ongoing surveillance fees of the Rating Agencies with respect to the
Trust.

     SECTION 3.20. Modifications, Waivers, Amendments and Consents.

     (a) The Special Servicer may (consistent with the Servicing Standard) agree
to any modification, waiver or amendment of any term of, extend the maturity of,
defer or forgive interest (including Penalty Interest and Additional Interest)
on and principal of, defer or forgive late payment charges, Prepayment Premiums
and Yield Maintenance Charges on, permit the release, addition or substitution
of collateral securing, and/or permit the release, addition or substitution of
the Mortgagor on or any guarantor of, any Serviced Mortgage Loan, and/or provide
consents with respect to any leasing activity at a Mortgaged Property securing
any Serviced Mortgage Loan without the consent of the Trustee or any
Certificateholder; provided that the Special Servicer's right to do so shall be
subject to Section 3.08, Section 6.11 and Section 6.12 (and, in the case of a
Loan Combination, subject to the terms of the related Loan Combination
Intercreditor Agreement) and, further, to the following subsections of this
Section 3.20.

     (b) All modifications, waivers or amendments of any Serviced Mortgage Loan
shall be in writing and shall be considered and effected in accordance with the
Servicing Standard. Neither the Master Servicer nor the Special Servicer, as
applicable, shall make or permit or consent to, as applicable, any modification,
waiver or amendment of any term of any Serviced Mortgage Loan that would result
in an Adverse REMIC Event. The Master Servicer or Special Servicer shall
determine and may conclusively rely on an Opinion of Counsel (which Opinion of
Counsel shall be an expense of the Trust Fund to the extent not paid by the
related Mortgagor) to the effect that such modification, waiver or amendment
would not (1) effect an exchange or reissuance of the Serviced Mortgage Loan
under Treasury Regulations Section 1.860G-2(b) of the Code, (2) cause either of
REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in
the imposition of any tax on "prohibited transactions" or "contributions" after
the Startup Day under the REMIC Provisions, or (3) adversely affect the status
of either of Grantor Trust Z or Grantor Trust E under the Code.


                                     -165-
<PAGE>


     (c) The Special Servicer, on behalf of the Trust Fund, may agree or consent
to (or permit the Master Servicer to agree or consent to) any modification,
waiver or amendment of any term of any Serviced Mortgage Loan that would:

          (i) affect the amount or timing of any related payment of principal,
     interest or other amount (including Prepayment Premiums or Yield
     Maintenance Charges, but excluding Penalty Interest and amounts payable as
     additional servicing compensation) payable thereunder- (including, subject
     to the discussion in the following paragraph, any related Balloon Payment);
     or

          (ii) affect the obligation of the related Mortgagor to pay a
     Prepayment Premium or Yield Maintenance Charge or permit a Principal
     Prepayment during any period in which the related Mortgage Note prohibits
     Principal Prepayments; or

          (iii) in the judgment of the Special Servicer, materially impair the
     security for such Mortgage Loan or reduce the likelihood of timely payment
     of amounts due thereon;

only if (A) a material default on the Serviced Mortgage Loan has occurred or,
in the Special Servicer's judgment, a material default on the Serviced
Mortgage Loan is reasonably foreseeable, and (B) the modification, waiver,
amendment or other action is reasonably likely to produce a greater recovery
to the Certificateholders (and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s)), as a collective whole, on a present value basis,
than would liquidation.

     In addition, subject to the third paragraph of this Section 3.20(c), the
Special Servicer may extend the date on which any Balloon Payment is scheduled
to be due in respect of a Specially Serviced Mortgage Loan if the conditions set
forth in the proviso to the prior paragraph are satisfied and the Special
Servicer has obtained an Appraisal of the related Mortgaged Property in
connection with such extension, which Appraisal supports the determination of
the Special Servicer contemplated by clause (B) of the proviso to the
immediately preceding paragraph.

     In no event will the Master Servicer or Special Servicer (i) extend the
maturity date of a Serviced Mortgage Loan beyond a date that is two years prior
to the Rated Final Distribution Date and (ii) if the Serviced Mortgage Loan is
secured by a Ground Lease (and not by the corresponding fee simple interest),
extend the maturity date of such Serviced Mortgage Loan beyond a date which is
less than 20 years (or, to the extent consistent with the Servicing Standard,
giving due consideration to the remaining term of the Ground Lease, and with the
consent of the Controlling Class Representative, 10 years) prior to the
expiration of the term of such Ground Lease including any unilateral options to
extend such term.

     The determination of the Special Servicer contemplated by clause (B) of the
proviso to the first paragraph of this Section 3.20(c) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee, the Master
Servicer and, in the case of a Loan Combination, the related Non-Trust
Noteholder(s) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall append to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.


                                     -166-
<PAGE>


     (d) Except as expressly contemplated by the related Mortgage Loan
documents, the Special Servicer shall not consent to the Master Servicer's
releasing, which consent shall be deemed given if not denied in writing within
10 Business Days (or, if the Controlling Class Representative is entitled to
object pursuant to Section 6.11 (or, in the case of the [Blackacre] Loan
Combination, if it is being serviced hereunder pursuant to Section 3.28, the
[Blackacre] Controlling Party is entitled to object pursuant to Section 6.12),
15 Business Days, which 15 Business Days shall include the five Business Days
specified in the proviso at the end of the first paragraph of Section 6.11), any
real property collateral securing an outstanding Serviced Mortgage Loan, except
as provided in Section 3.09 or 3.20(e), or except in connection with a permitted
defeasance, or except where a Serviced Mortgage Loan (or, in the case of a
Crossed Loan Group, where such entire Crossed Loan Group) is satisfied, or
except in the case of a release of real property collateral provided the Rating
Agencies have been notified in writing and, with respect to a Serviced Mortgage
Loan that is not a Specially Serviced Mortgage Loan, (A) either (1) such release
will not, in the reasonable judgment of the Special Servicer (exercised in
accordance with the Servicing Standard), materially and adversely affect the net
operating income being generated by or the then-current use of the related
Mortgaged Property, or (2) there is a corresponding principal pay down of such
Serviced Mortgage Loan in an amount at least equal to the appraised value of the
collateral to be released (or substitute real property collateral with an
appraised value at least equal to that of the collateral to be released, is
delivered), (B) the release does not materially adversely affect the adequacy of
the remaining Mortgaged Property (together with any substitute real property
collateral), in the reasonable judgment of the Special Servicer (exercised in
accordance with the Servicing Standard), as security for the Serviced Mortgage
Loan and (C) if the real property collateral to be released has an appraised
value in excess of $1,500,000, such release would not, in and of itself, result
in an Adverse Rating Event (as confirmed in writing to the Trustee by each
Rating Agency).

     (e) Notwithstanding anything in this Section 3.20, Section 3.08, Section
6.11 or Section 6.12 to the contrary, the Master Servicer shall not be required
to seek the consent of, or provide prior notice to, the Special Servicer, any
Certificateholder or the Controlling Class Representative or obtain any
confirmation of the Certificate ratings from the Rating Agencies in order to
approve the following modifications, waivers or amendments of the Serviced
Mortgage Loans (but, in the case of the actions described in clauses (iii) and
(iv) of this sentence, shall notify the Controlling Class Representative
thereof): (i) waivers of non-material covenant defaults (other than financial
covenants), including late financial statements; (ii) waivers of Default
Charges, to the extent allowed under Section 3.02; (iii) releases of unimproved
parcels of a Serviced Mortgaged Property; (iv) grants of easements,
rights-of-way or other similar agreements in accordance with Section 3.08(b);
(v) approval of routine leasing activities that affect less than the lesser of
15,000 square feet or 20% of the net rentable area of the related Serviced
Mortgaged Property; (vi) approval of annual budgets to operate the Serviced
Mortgaged Property; (vii) temporary waivers of any requirements in the related
Mortgage Loan documents with respect to insurance deductible amounts or
claims-paying ability ratings of insurance providers; (viii) consenting to
changing the property manager with respect to any Serviced Mortgage Loan with an
unpaid principal balance of less than $2,000,000; and (ix) subject to Section
3.08, any non-material modifications, waivers or amendments not provided for in
clauses (i) through (viii) above (excluding the granting of any waiver, consent
or approval to the amendment, modification or termination of any subordination,
non-disturbance and attornment agreement with respect to a Mortgage Loan);
provided that any such modification, waiver or amendment, or agreeing to 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 Serviced Mortgage Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC


                                     -167-
<PAGE>


Event with respect to any REMIC or an Adverse Grantor Trust Event with respect
to either of Grantor Trust Z or Grantor Trust E, (y) would be consistent with
the Servicing Standard, and (z) shall not violate the terms, provisions or
limitations of this Agreement or any other document contemplated hereby.

     (f) Any payment of interest that is deferred pursuant to any modification,
waiver or amendment permitted hereunder, shall not, for purposes hereof,
including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan, notwithstanding that the terms of
such modification, waiver or amendment so permit. The foregoing shall in no way
limit the Special Servicer's ability to charge and collect from the Mortgagor
costs otherwise collectible under the terms of the related Mortgage Note and
this Agreement together with interest thereon.

     (g) The Special Servicer or, the Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Mortgage Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to it (i) as additional servicing compensation,
a reasonable or customary fee for the additional services performed in
connection with such request, provided such fee would not itself be a
"significant modification" pursuant to Treasury Regulations Section
1.1001-3(e)(2) and (ii) any related costs and expenses incurred by it. In no
event shall the Special Servicer be entitled to payment for such fees or
expenses unless such payment is collected from the related Mortgagor.

     (h) The Master Servicer and Special Servicer shall notify each other, the
Trustee, the Controlling Class Representative and, in the case of a Loan
Combination, the related Non-Trust Noteholder(s), in writing, of any
modification, waiver or amendment of any term of any Serviced Mortgage Loan
(including fees charged the Mortgagor) and the date thereof, and shall deliver
to the Custodian for deposit in the related Mortgage File, (in the case of the
Special Servicer, with a copy to the Master Servicer), an original counterpart
of the agreement relating to such modification, waiver or amendment, promptly
(and in any event within 10 Business Days) following the execution thereof.
Copies of each agreement whereby any such modification, waiver or amendment of
any term of any Serviced Mortgage Loan is effected shall be made available for
review upon prior request during normal business hours at the offices of the
Master Servicer pursuant to Section 3.15(a) hereof.

     (i) With respect to each Serviced Mortgage Loan that provides for
defeasance, the Master Servicer shall, to the extent permitted by the terms of
such Serviced Mortgage Loan, require the related Mortgagor (i) to provide
replacement 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 Serviced Mortgage Loan (or
defeased portion thereof) when due (and assuming, in the case of an ARD Loan, to
the extent consistent with the related Mortgage Loan documents, that such
Serviced Mortgage Loan matures on its Anticipated Repayment Date), (ii) to
deliver a certificate from an independent certified public accounting firm
certifying that the replacement collateral is sufficient to make such payments,
(iii) at the option of the Master Servicer, to designate a single purpose entity
(which may be a subsidiary of the Master Servicer established for the purpose of
assuming all defeased Serviced Mortgage Loans) to assume the Serviced Mortgage
Loan (or defeased portion thereof) and own the defeasance collateral, (iv) to
implement such defeasance only after the second anniversary of the Closing Date,
(v) to provide an Opinion of Counsel that the Trustee has a perfected, first
priority security interest in the new collateral (subject to bankruptcy,
insolvency and


                                     -168-
<PAGE>


similar standard exceptions), and (vi) in the case of a partial defeasance of
the Serviced Mortgage Loan, to defease a principal amount equal to at least 125%
of the allocated loan amount for the Serviced Mortgaged Property or Properties
to be released. If the subject Serviced Mortgage Loan is not a Significant
Mortgage Loan and if either the terms of the subject Serviced Mortgage Loan
permit the Master Servicer to impose the foregoing requirements or the Master
Servicer satisfies such requirements on its own, then confirmation that such
defeasance will not result in an Adverse Rating Event is not required from
[DBRS, Fitch and Moody's][ and is not required from S&P so long as the Master
Servicer delivers to S&P a certification substantially in the form attached
hereto as Exhibit K.]the Rating Agencies. In such case, the Master Servicer
shall provide the Rating Agencies and the Controlling Class Representative with
notice that the foregoing requirements have been met with respect to the subject
Serviced Mortgage Loan. However, if the subject Serviced Mortgage Loan is a
Significant Mortgage Loan or if the terms of the subject Serviced Mortgage Loan
do not permit the Master Servicer to impose such requirements and the Master
Servicer does not satisfy such requirements on its own, then the Master Servicer
shall so notify the Rating Agencies and the Controlling Class Representative
(and, in the case of the a Loan Combination, the related Non-Trust
Noteholder(s), as applicable and, so long as such a requirement would not
violate applicable law or the Servicing Standard, obtain a confirmation from
each Rating Agency that such defeasance will not result in an Adverse Rating
Event. Subject to the related Mortgage Loan documents and applicable law, the
Master Servicer shall not execute a defeasance unless (a) the subject Serviced
Mortgage Loan requires the Mortgagor to pay all Rating Agency fees associated
with defeasance (if Rating Agency confirmation of no-Adverse Rating Event is a
specific condition thereto) and all expenses associated with defeasance or other
arrangements for payment of such costs are made at no expense to the Trust Fund
or the Master Servicer (provided, however, that in no event shall such proposed
"other arrangements" result in any liability to the Trust Fund including any
indemnification of the Master Servicer or the Special Servicer which may result
in legal expenses to the Trust Fund), and (b) the Mortgagor is required to
provide or the Master Servicer receives from Independent counsel at the
Mortgagor's expense all Opinions of Counsel, including Opinions of Counsel that
the defeasance will not cause an Adverse REMIC Event or an Adverse Grantor Trust
Event and that the Mortgage Loan documents are fully enforceable in accordance
with their terms (subject to bankruptcy, insolvency and similar standard
exceptions), and any applicable rating confirmations. In addition, if in
connection with a defeasance of any Serviced Mortgage Loan the applicable
Mortgage Loan Seller bears the costs and expenses associated with such
defeasance in accordance with the terms of the applicable Mortgage Loan Purchase
Agreement, any costs and expenses subsequently recovered by the Master Servicer
from the related Mortgagor in respect of such defeasance shall be promptly
remitted by the Master Servicer to the applicable Mortgage Loan Seller.

     Subsequent to the second anniversary of the Closing Date, to the extent
that the Master Servicer can, in accordance with the related Mortgage Loan
documents, require defeasance of any Serviced Mortgage Loan in lieu of accepting
a prepayment of principal thereunder, including a prepayment of principal
accompanied by a Prepayment Premium or Yield Maintenance Charge, the Master
Servicer shall, to the extent it is consistent with the Servicing Standard,
require such defeasance, provided that the conditions set forth in clauses (i)
through (vi) of the first sentence of the immediately preceding paragraph have
been satisfied. Notwithstanding the foregoing, if at any time, a court with
jurisdiction in the matter shall hold that the related Mortgagor may obtain a
release of the subject Mortgaged Property but is not obligated to deliver the
full amount of the defeasance collateral contemplated by the related Mortgage
Loan documents (or cash sufficient to purchase such defeasance collateral), then
the Master Servicer shall (i) if consistent with the related Mortgage Loan
documents, refuse to allow the defeasance of the Serviced Mortgage Loan or (ii)
if the Master Servicer cannot so


                                     -169-
<PAGE>


refuse and if the related Mortgagor has delivered cash to purchase defeasance
collateral, the Master Servicer shall either (A) to the extent of the cash
delivered by the Mortgagor, purchase defeasance collateral or (B) prepay the
Serviced Mortgage Loan, in either case, in accordance with the Servicing
Standard.

     For purposes of this paragraph, a "single purpose entity" shall mean a
Person, other than an individual, whose organization documents provide as
follows: it is formed solely for the purpose of owning and operating a single
property, assuming one or more Serviced Mortgage Loans (or, in the case of a
Loan Combination, the Loan Combination) and owning and pledging the related
Defeasance Collateral; it may not engage in any business unrelated to such
property and the financing thereof; it does not have and may not own any assets
other than those related to its interest in the property or the financing
thereof and may not incur any indebtedness other than as permitted by the
related Mortgage; it shall maintain its own books, records and accounts, in each
case which are separate and apart from the books, records and accounts of any
other person; it shall hold regular meetings, as appropriate, to conduct its
business, and shall observe all entity-level formalities and record keeping; it
shall conduct business in its own name and use separate stationery, invoices and
checks; it may not guarantee or assume the debts or obligations of any other
person; it shall not commingle its assets or funds with those of any other
person; it shall pay its obligations and expenses from its own funds and
allocate and charge reasonably and fairly any common employees or overhead
shared with affiliates; it shall prepare separate tax returns and financial
statements or, if part of a consolidated group, shall be shown as a separate
member of such group; it shall transact business with affiliates on an arm's
length basis pursuant to written agreements; and it shall hold itself out as
being a legal entity, separate and apart from any other person. The single
purpose entity organizational documents shall provide that any dissolution and
winding up or insolvency filing for such entity requires the unanimous consent
of all partners or members, as applicable, and that such documents may not be
amended with respect to the single purpose entity requirements during the term
of the Serviced Mortgage Loan (or the Loan Combination, if applicable).

     (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charges in respect of any Serviced Mortgage Loan, whether
pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer under Section 3.11 out of such Default Charges shall be reduced
proportionately, based upon the respective amounts that had been payable thereto
out of such Default Charges immediately prior to such waiver.

     (k) Notwithstanding anything to the contrary in this Agreement, neither the
Master Servicer nor the Special Servicer, as applicable, shall give any consent,
approval or direction regarding the termination of the related property manager
or the designation of any replacement property manager with respect to any
Mortgaged Property that secures a Significant Mortgage Loan unless it has
received prior written confirmation (the cost of which shall be paid by the
related Mortgagor, if so allowed by the terms of the related loan documents, and
if not so allowed, paid as an Additional Trust Fund Expense) from the Rating
Agencies that such action will not result in an Adverse Rating Event.

     (l) Notwithstanding anything in this Section 3.20 to the contrary:

          (i) the limitations, conditions and restrictions set forth in this
     Section 3.20 shall not apply to any act or event (including, without
     limitation, a release of collateral) in


                                     -170-
<PAGE>


     respect of any Mortgage Loan that is required under the Mortgage Loan
     documents or 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 Qualified Substitute Mortgage Loan, on the related date of
     substitution); and

          (ii) 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 judgment, such
     opposition would not ultimately prevent the confirmation of such plan or
     one substantially similar.

     (m) Neither the Special Servicer nor the Master Servicer shall have any
liability to the Trust, the Certificateholders, any Non-Trust Noteholder or any
other Person if its analysis and determination that the modification, waiver,
amendment or other action contemplated by this Section 3.20 is reasonably likely
to produce a greater recovery to Certificateholders on a 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 and/or the Master Servicer, and consistent with the Servicing Standard.

     SECTION 3.21.  Transfer of Servicing Between Master Servicer and Special
                    Servicer; Record Keeping.

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan, the Master Servicer shall promptly notify
the Trustee, the Special Servicer and the Controlling Class Representative (and
with respect to a Loan Combination, the related Non-Trust Noteholder(s)), and if
the Master Servicer is not also the Special Servicer, the Master Servicer shall
promptly deliver or cause to be delivered a copy of the related Servicing File,
to the Special Servicer and shall use reasonable efforts to provide the Special
Servicer with all information, documents (or copies thereof) and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Serviced Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto.
The Master Servicer shall use reasonable efforts to comply with the preceding
sentence within five Business Days of the occurrence of each related Servicing
Transfer Event; provided, however, if the information, documents and records
requested by the Special Servicer are not contained in the Servicing File, the
Master Servicer shall have such period of time as reasonably necessary to make
such delivery. After the occurrence of a Servicing Transfer Event, the Special
Servicer shall collect payments on such Mortgage Loan and make remittances to
the Master Servicer in accordance with Section 3.04.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof to the
Master Servicer and the Controlling Class Representative (and with respect to a
Loan Combination, the related Non-Trust Noteholder(s)), and shall return the
related Servicing File and all other information, documents and records that
were not part of the Servicing File when it was delivered to the Special
Servicer within five Business Days of the occurrence, to the Master Servicer (or
such other Person as may be directed by the Master Servicer) and upon giving
such notice,


                                     -171-
<PAGE>


and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and 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.

     (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

     (c) No later than 60 days after a Serviced Mortgage Loan becomes a
Specially Serviced Mortgage Loan, the Special Servicer shall deliver to each
Rating Agency, the Trustee, the Master Servicer and the Controlling Class
Representative, a report (the "Asset Status Report") with respect to such Loan
and the related Mortgaged Property. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable:

          (i) summary of the status of such Specially Serviced Mortgage Loan and
     negotiations with the related Mortgagor;

          (ii) a discussion of the legal and environmental considerations
     reasonably known to the Special Servicer, consistent with the Servicing
     Standard, that are applicable to the exercise of remedies as aforesaid and
     to the enforcement of any related guaranties or other collateral for the
     related Specially Serviced Mortgage Loan and whether outside legal counsel
     has been retained;

          (iii) the most current rent roll and income or operating statement
     available for the related Mortgaged Property;

          (iv) the Appraised Value of the Mortgaged Property together with the
     assumptions used in the calculation thereof;

          (v) summary of the Special Servicer's recommended action with respect
     to such Specially Serviced Mortgage Loan; and

          (vi) such other information as the Special Servicer deems relevant in
     light of the Servicing Standard;

provided, however, that if a Loan Combination is involved, the Asset Status
Report shall be in respect of the entire Loan Combination and, in the case of
the [Blackacre] Loan Combination (if that Trust Mortgage Loan is being
serviced hereunder pursuant to Section 3.28), shall also be delivered to the
[Blackacre] Pari Passu Noteholder and the [Blackacre] Controlling Subordinate
Noteholder).

     If, subject to Section 6.11 or Section 6.12, as the case may be, within 10
Business Days of receiving an Asset Status Report which relates to a recommended
action as to which the Controlling Class Representative is entitled to object
under Section 6.11, the Controlling Class Representative does not disapprove
such Asset Status Report in writing, the Special Servicer shall implement the


                                     -172-
<PAGE>


recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard, or the terms of the applicable Mortgage Loan
documents. If, subject to Section 6.11 or Section 6.12, as the case may be, the
Controlling Class Representative disapproves such Asset Status Report, the
Special Servicer will revise such Asset Status Report and deliver to the
Controlling Class Representative, the Rating Agencies, the Trustee and the
Master Servicer a new Asset Status Report as soon as practicable, but in no
event later than 30 days after such disapproval.

     The Special Servicer shall revise such Asset Status Report as described
above in this Section 3.21(c) until the Controlling Class Representative shall
fail to disapprove such revised Asset Status Report in writing within 10
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes one of the determinations described below. The Special Servicer
may, from time to time, modify any Asset Status Report it has previously
delivered and implement such modified report, provided such modified report
shall have been prepared, reviewed and not rejected pursuant to the terms of
this section. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report (and
consistent with the terms hereof) before the expiration of a 10 Business Day
period if the Special Servicer has reasonably determined that failure to take
such action would materially and adversely affect the interests of the
Certificateholders (and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s)) and it has made a reasonable effort to contact the
Controlling Class Representative and (ii) in any case, shall determine whether
such affirmative disapproval is not in the best interest of all the
Certificateholders (and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s)) pursuant to the Servicing Standard.

     Upon making such determination in clause (ii) of the immediately preceding
paragraph, the Special Servicer shall notify the Trustee of such rejection and
deliver to the Trustee a proposed notice to Certificateholders which shall
include a copy of the Asset Status Report, and the Trustee shall send such
notice to all Certificateholders. If the majority of such Certificateholders, as
determined by Voting Rights, fail, within 10 days of the Trustee's sending such
notice, to reject such Asset Status Report, the Special Servicer shall implement
the same. If the Asset Status Report is rejected by a majority of the
Certificateholders (other than for a reason which violates the Servicing
Standard, which shall control), then the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(c) and provide a
copy of such revised report to the Master Servicer. The Trustee shall be
entitled to reimbursement from the Trust Fund for the reasonable expenses of
providing such notices. Except under the circumstances set forth above where
Certificateholders have not rejected an Asset Status Report that was rejected by
the Controlling Class Representative, in the event the Controlling Class
Representative and the Special Servicer have been unable to agree upon an Asset
Status Report with respect to a Specially Serviced Mortgage Loan within 90 days
of the Controlling Class Representative's receipt of the initial Asset Status
Report, the Special Servicer shall implement the actions directed by the
Controlling Class Representative unless doing so would result in any of the
consequences set forth in the last paragraph of this Section 3.21, in which case
the Special Servicer shall implement the actions described in the most recent
Asset Status Report submitted to the Controlling Class Representative by the
Special Servicer.

     The Special Servicer shall have the authority to meet with the Mortgagor
for any Specially Serviced Mortgage Loan and take such actions consistent with
the Servicing Standard, the terms hereof and the related Asset Status Report.
The Special Servicer shall not take any action


                                     -173-
<PAGE>


inconsistent with the related Asset Status Report, unless such action would be
required in order to act in accordance with the Servicing Standard.

     Notwithstanding the fact that an Asset Status Report has been prepared
and/or approved, the Controlling Class Representative will remain entitled to
advise and object regarding the actions set forth in Section 6.11(a) (or, in the
case of the [Blackacre] Loan Combination, the [Blackacre] Specially Designated
Servicing Actions pursuant to Section 6.12) and any related Asset Status Report
shall not be a substitute for the exercise of those rights.

     No direction of the Controlling Class Representative or the majority of the
Certificateholders in connection with any Asset Status Report shall (w) require
or cause the Special Servicer to violate the terms of a Specially Serviced
Mortgage Loan, applicable law or any provision of this Agreement, including the
Special Servicer's obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each REMIC, (x) result in the imposition of
a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions or (y) expose the Master Servicer, the Special Servicer, the
Depositor, any of the Mortgage Loan Sellers, the Trust Fund, the Trustee or the
Fiscal Agent or the officers and the directors of each party to any claim, suit
or liability to which they would not otherwise be subject absent such direction
or (z) expand the scope of the Master Servicer's, the Trustee's, the Fiscal
Agent's or the Special Servicer's responsibilities under this Agreement.

     Notwithstanding the foregoing provisions of this Section 3.21(c), if the
[Blackacre] Loan Combination is being serviced hereunder pursuant to Section
3.28 and a [Blackacre] Subordinate Noteholder is then currently acting as
[Blackacre] Controlling Subordinate Noteholder, the [Blackacre] Controlling
Subordinate Noteholder shall have the sole right to exercise the rights and
powers, and shall bear the obligations set forth above with respect to an Asset
Status Report pertaining to the [Blackacre] Trust Mortgage Loan in lieu of the
Controlling Class Representative.

     SECTION 3.22. Sub-Servicing Agreements.

     (a) Subject to Section 3.22(b) and Section 3.22(f), the Master Servicer and
the Special Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of their respective obligations
hereunder, provided that, in each case, the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and includes events of default with respect to the Sub-Servicer substantially
similar to the Events of Default set forth in Section 7.01(a) hereof (other than
Section 7.01(a)(x), (xi) and (xii)) to the extent applicable (modified to apply
to the Sub-Servicer instead of the Master Servicer); (ii) provides that if the
Master Servicer or the Special Servicer, as the case may be, shall for any
reason no longer act in such capacity hereunder (including, without limitation,
by reason of an Event of Default), the Trustee or its designee may thereupon (1)
assume all of the rights and, except to the extent such obligations arose prior
to the date of assumption, obligations of the Master Servicer or the Special
Servicer, as the case may be, under such agreement or (2) (except with respect
only to the Sub-Servicing Agreements in effect as of the date of this Agreement
(which agreements are indicated on Exhibit R hereto)) may terminate such
sub-servicing agreement without cause and without payment of any penalty or
termination fee (other than the right of reimbursement and indemnification);
(iii) provides that the Trustee, for the benefit of the Certificateholders and,
in the case of a Sub-Servicing Agreement relating to a Loan Combination, the


                                     -174-
<PAGE>


related Non-Trust Noteholder(s), shall each be a third party beneficiary under
such agreement, but that (except to the extent the Trustee or its designee
assumes the obligations of the Master Servicer or the Special Servicer, as the
case may be, thereunder as contemplated by the immediately preceding clause
(ii)) none of the Trustee, the Fiscal Agent, the Trust Fund, any successor
Master Servicer or Special Servicer, as the case may be, any Non-Trust
Noteholder or any Certificateholder shall have any duties under such agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Trust
Mortgage Loan pursuant to this Agreement to terminate such agreement with
respect to such purchased Trust Mortgage Loan at its option and without penalty;
(v) does not permit the Sub-Servicer to enter into or consent to any
modification, extension, waiver or amendment or otherwise take any action on
behalf of the Master Servicer or the Special Servicer contemplated by Section
3.08, Section 3.09 and Section 3.20 hereof without the consent of such Special
Servicer or conduct any sale of a Mortgage Loan or REO Property contemplated by
Section 3.18; and (vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund. In
addition, each Sub-Servicing Agreement entered into by the Master Servicer
(including any with an effective date on or before the Closing Date) shall
provide that such agreement shall, with respect to any Mortgage Loan serviced
thereunder, terminate at the time such Mortgage Loan becomes a Specially
Serviced Mortgage Loan (or, alternatively, be subject to the Special Servicer's
rights to service such Mortgage Loan for so long as such Mortgage Loan continues
to be a Specially Serviced Mortgage Loan), and each Sub-Servicing Agreement
entered into by the Special Servicer shall relate only to Specially Serviced
Mortgage Loans and shall terminate with respect to any such Mortgage Loan that
ceases to be a Specially Serviced Mortgage Loan. The Master Servicer and the
Special Servicer will each be solely liable for all fees owed by it to any
Sub-Servicer with which it has entered into a Sub-Servicing Agreement,
irrespective of whether its compensation under this Agreement is sufficient to
pay those fees. The Master Servicer and the Special Servicer each shall deliver
to the Trustee and each other copies of all Sub-Servicing Agreements, as well as
any amendments thereto and modifications thereof, entered into by it promptly
upon its execution and delivery of such documents. References in this Agreement
to actions taken or to be taken by the Master Servicer or the Special Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the Master
Servicer or the Special Servicer, as the case may be; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer hereunder to make P&I Advances or Servicing Advances
shall be deemed to have been advanced by the Master Servicer out of its own
funds and, accordingly, such P&I Advances or Servicing Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer. For so long as they are
outstanding, Advances shall accrue interest in accordance with Sections 3.03(d)
and 4.03(d), as applicable, such interest to be allocable between the Master
Servicer or the Special Servicer, as the case may be, and such Sub-Servicer as
they may agree. For purposes of this Agreement, the Master Servicer and the
Special Servicer each shall be deemed to have received any payment when a
Sub-Servicer retained by it receives such payment. The Master Servicer and the
Special Servicer each shall notify the other, the Trustee, the Depositor and, if
a Loan Combination is involved, the related Non-Trust Noteholder(s), in writing
promptly of the appointment by it of any Sub-Servicer after the date of this
Agreement.

     (b) Each Sub-Servicer shall be authorized to transact business in the state
or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.

     (c) The Master Servicer and the Special Servicer, for the benefit of the
Trustee and the Certificateholders and, in the case of a Loan Combination, also
for the benefit of the related Non-


                                     -175-
<PAGE>


Trust Noteholder(s), shall (at no expense to the Trustee, the
Certificateholders, the subject Loan Combination, any related Non-Trust
Noteholder or the Trust Fund) monitor the performance and enforce the
obligations of their respective Sub-Servicers under the related Sub-Servicing
Agreements. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer or the Special Servicer, as applicable, in its good faith business
judgment, would require were it the owner of the subject Mortgage Loans. Subject
to the terms of the related Sub-Servicing Agreement, the Master Servicer and the
Special Servicer may each have the right to remove a Sub-Servicer at any time it
considers such removal to be in the best interests of Certificateholders.

     (d) In the event of the resignation, removal or other termination of [Name
of Master Servicer] or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the date of this Agreement: (i) to assume the rights
and obligations of the Master Servicer under such Sub-Servicing Agreement and
continue the sub-servicing arrangements thereunder on the same terms (including
without limitation the obligation to pay the same sub-servicing fee); (ii) to
enter into a new Sub-Servicing Agreement with such Sub-Servicer on such terms as
the Trustee or other successor Master Servicer and such Sub-Servicer shall
mutually agree (it being understood that such Sub-Servicer is under no
obligation to accept any such new Sub-Servicing Agreement or to enter into or
continue negotiations with the Trustee or other successor Master Servicer in
which case the existing Sub-Servicing Agreement shall remain in effect); or
(iii) to terminate the Sub-Servicing Agreement if (but only if) an Event of
Default (as defined under such Sub-Servicing Agreement) has occurred and is
continuing, in each case without paying any sub-servicer termination fee.

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and any Non-Trust Noteholder for the performance of their
respective obligations and duties under this Agreement in accordance with the
provisions hereof to the same extent and under the same terms and conditions as
if each alone were servicing and administering the Mortgage Loans and/or REO
Properties for which it is responsible.

     (f) [The Special Servicer shall not enter into a Sub-Servicing Agreement
unless Moody's and Fitch have confirmed in writing that the execution of such
agreement will not result in an Adverse Rating Event or such Sub-Servicing
Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage
Loans previously sub-serviced pursuant to this section) that represent less than
25% of the outstanding principal balance of all Specially Serviced Mortgage
Loans.] The Special Servicer shall comply with the terms of each such
Sub-Servicing Agreement to the extent the terms thereof are not inconsistent
with the terms of this Agreement and the Special Servicer's obligations
hereunder.

     In addition, the Special Servicer may not enter into any Sub-Servicing
Agreement without the approval of the Controlling Class Representative, and the
rights and obligations of each of the Master Servicer and the Special Servicer
to appoint a Sub-Servicer with respect to a Loan Combination shall be subject to
the related Loan Combination Intercreditor Agreement.


                                     -176-
<PAGE>


     SECTION 3.23. Representations and Warranties of Master Servicer and Special
                   Servicer.

     (a) The Master Servicer, in such capacity, hereby represents and warrants
to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Depositor, the Special Servicer and each Non-Trust Noteholder, as of the
Closing Date, that:

          (i) The Master Servicer is a _____________, duly organized, validly
     existing and in good standing under the laws of _____________, and the
     Master Servicer is in compliance with the laws of each State in which any
     Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement, except where the failure to so qualify or
     comply would not have a material adverse effect on the ability of the
     Master Servicer to perform its obligations hereunder.

          (ii) The execution and delivery of this Agreement by the Master
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Master Servicer, will not violate the Master Servicer's
     articles of incorporation or by-laws or constitute a default (or an event
     which, with notice or lapse of time, or both, would constitute a default)
     under, or result in the breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound.

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

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

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


                                     -177-
<PAGE>


          (vii) Each officer, director, or employee of the Master Servicer with
     responsibilities concerning the servicing and administration of Mortgage
     Loans is covered by errors and omissions insurance and a fidelity bond in
     the amounts and with the coverage as, and to the extent, required by
     Section 3.07(c).

          (viii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Master Servicer of or compliance by the Master Servicer
     with this Agreement or the consummation of the transactions contemplated by
     this Agreement has been obtained and is effective, or if any such consent,
     approval, authorization or order has not been or cannot be obtained prior
     to the actual performance by the Master Servicer of its obligations under
     this Agreement, the lack of such item would not have a materially adverse
     effect on the ability of the Master Servicer to perform its obligations
     under this Agreement.

     (b) The Special Servicer, in such capacity, hereby represents and warrants
to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Depositor, the Master Servicer and each Non-Trust Noteholder, as of the
Closing Date, that:

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

          (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not violate the Special Servicer's
     operating agreement or constitute a default (or an event which, with notice
     or lapse of time, or both, would constitute a default) under, or result in
     the breach of, any material agreement or other material instrument by which
     it is bound.

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

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

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


                                     -178-
<PAGE>


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

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

          (viii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Special Servicer of or compliance by the Special
     Servicer with this Agreement or the consummation of the transactions
     contemplated by this Agreement has been obtained and is effective.

          (ix) The Special Servicer possesses all insurance required pursuant to
     Section 3.07(c) of this Agreement.

     (c) The representations and warranties of the Master Servicer and the
Special Servicer, set forth in Section 3.23(a) (with respect to the Master
Servicer) and Section 3.23(b) (with respect to the Special Servicer),
respectively, shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties hereto.

     SECTION 3.24. Sub-Servicing Agreement Representation and Warranty.

     The Master Servicer, in such capacity, hereby represents and warrants to
the Trustee, for its own benefit and the benefit of the Certificateholders, and
to the Depositor, the Fiscal Agent and the Special Servicer, as of the Closing
Date, that each Sub-Servicing Agreement satisfies the requirements for such
Sub-Servicing Agreements set forth in Section 3.22(a) and the second paragraph
of Section 3.22(d) in all material respects.

     SECTION 3.25. Designation of Controlling Class Representative

     (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 6.11) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Trustee of written
requests for the selection of a Controlling Class Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Trustee that
the Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of


                                     -179-
<PAGE>


Book-Entry Certificates, to the extent actually known to a Responsible Officer
of the Trustee or identified thereto by the Depository or the Depository
Participants, the Certificate Owners) of the Controlling Class that they may
select a Controlling Class Representative. Such notice shall set forth the
process for selecting a Controlling Class Representative, which shall be the
designation of the Controlling Class Representative by the Holders (or
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class by a writing delivered to the
Trustee. No appointment of any Person as a Controlling Class Representative
shall be effective until such Person provides the Trustee, the Master Servicer
and the Special Servicer with written confirmation of its acceptance of such
appointment, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and facsimile numbers); provided that the initial Controlling Class
Representative shall be _____________ and no further notice shall be required
for such appointment to be effective.

     (b) Within 10 Business Days (or as soon thereafter as practicable if the
Controlling Class consists of Book-Entry Certificates) of receiving a request
therefor from the Master Servicer or Special Servicer, the Trustee shall deliver
to the requesting party the identity of the Controlling Class Representative and
a list of each Holder (or, in the case of Book-Entry Certificates, to the extent
actually known to a Responsible Officer of the Trustee or identified thereto by
the Depository or the Depository Participants, each Certificate Owner) of the
Controlling Class, including, in each case, names and addresses. With respect to
such information, the Trustee shall be entitled to conclusively rely on
information provided to it by the Depository, and the Master Servicer and the
Special Servicer shall be entitled to conclusively rely on such information
provided by the Trustee with respect to any obligation or right hereunder that
the Master Servicer and the Special Servicer may have to deliver information or
otherwise communicate with the Controlling Class Representative or any of the
Holders (or, if applicable, Certificate Owners) of the Controlling Class. In
addition to the foregoing, within two (2) Business Days of the selection,
resignation or removal of a Controlling Class Representative, the Trustee shall
notify the other parties to this Agreement of such event. The expenses incurred
by the Trustee in connection with obtaining information from the Depository or
Depository Participants with respect to any Book-Entry Certificate shall be
expenses of the Trust Fund payable out of the Collection Account pursuant to
Section 3.05(a).

     (c) The Controlling Class Representative may at any time resign as such by
giving written notice to the Trustee and to each Holder (or, in the case of
Book-Entry Certificates, Certificate Owner) of the Controlling Class. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to remove any existing Controlling Class
Representative by giving written notice to the Trustee and to such existing
Controlling Class Representative.

     (d) Once a Controlling Class Representative has been selected pursuant to
this Section 3.25 each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class, in writing, of the resignation or removal of such Controlling
Class Representative.


                                     -180-
<PAGE>


     (e) Any and all expenses of the Controlling Class Representative shall be
borne by the Holders (or, if applicable, the Certificate Owners) of Certificates
of the Controlling Class, pro rata among such Holders (or Certificate Owners)
according to their respective Percentage Interests in such Class, and not by the
Trust. Notwithstanding the foregoing, if a claim is made against the Controlling
Class Representative by a Mortgagor with respect to this Agreement or any
particular Mortgage Loan, the Controlling Class Representative shall immediately
notify the Trustee, the Master Servicer and the Special Servicer, whereupon (if
the Special Servicer or the Trust Fund are also named parties to the same action
and, in the sole judgment of the Special Servicer, (i) the Controlling Class
Representative had acted in good faith, without negligence or willful
misfeasance with regard to the particular matter, and (ii) there is no potential
for the Special Servicer or the Trust Fund to be an adverse party in such action
as regards the Controlling Class Representative) the Special Servicer on behalf
of the Trust Fund shall, subject to Section 6.03, assume the defense of any such
claim against the Controlling Class Representative. This provision shall survive
the termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

     SECTION 3.26. Application of Default Charges.

     (a) Any and all Default Charges that are actually received with respect to
any Mortgage Loan or REO Loan (but, in the case of the [Blackacre] Trust
Mortgage Loan or any successor Trust REO Loan with respect thereto, only to the
extent of the Default Charges, if any, remitted to the Trust in accordance with
the [Other Series] Pooling and Servicing Agreement and/or the [Blackacre]
Intercreditor Agreement) shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

          first, to pay to the Fiscal Agent, the Trustee, the Master Servicer or
     the Special Servicer, in that order (except that payments to the Special
     Servicer and Master Servicer shall be made concurrently on a pari passu
     basis), any interest due and owing to such party on outstanding Advances
     made thereby with respect to such Mortgage Loan or REO Loan, as the case
     may be;

          second, to reimburse the Trust for any interest on Advances paid to
     the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer
     since the Closing Date with respect to such Mortgage Loan or REO Loan, as
     the case may be, which interest was paid from a source other than Default
     Charges collected on such Mortgage Loan or REO Loan, as the case may be;

          third, to pay any outstanding expense incurred by the Special Servicer
     in connection with inspecting the related Mortgaged Property or REO
     Property, as applicable, pursuant to Section 3.12;

          fourth, to reimburse the Trust for any expenses reimbursed to the
     Special Servicer since the Closing Date in connection with inspecting the
     related Mortgaged Property or REO Property, as applicable, pursuant to
     Section 3.12, which expenses were previously paid from a source other than
     Default Charges collected on such Mortgage Loan or REO Loan, as the case
     may be;

          fifth, to pay the appropriate party for any other outstanding expense
     incurred thereby with respect to such Mortgage Loan or REO Loan, as the
     case may be, which expense, if


                                     -181-
<PAGE>


     not paid out of Default Charges collected on such Mortgage Loan or REO
     Loan, as the case may be, will likely become an Additional Trust Fund
     Expense;

          sixth, to reimburse the Trust for any other Additional Trust Fund
     Expense paid to the appropriate party since the Closing Date with respect
     to such Mortgage Loan or REO Loan, as the case may be, which Additional
     Trust Fund Expense was paid from a source other than Default Charges
     collected on such Mortgage Loan or REO Loan, as the case may be; and

          seventh, to pay (A) if such Mortgage Loan is a Non-Trust Loan, any
     remaining portion of such Default Charges that is comprised of late payment
     charges and (B) if such Mortgage Loan is a Trust Mortgage Loan or such REO
     Loan is a Trust REO Loan, as the case may be, any remaining portion of such
     Default Charges, in each case as additional master servicing compensation
     to the Master Servicer, if such Default Charges (or portion thereof
     comprised of late payment charges) were collected when the loan was a
     non-Specially Serviced Mortgage Loan, and otherwise to pay (X) if such
     Mortgage Loan is a Non-Trust Loan, any remaining portion of such Default
     Charges that is comprised of late payment charges and (Y) if such Mortgage
     Loan is a Trust Mortgage Loan or such REO Loan is a Trust REO Loan, as the
     case may be, any remaining portion of such Default Charges, in each case as
     additional special servicing compensation to the Special Servicer.

     (b) Default Charges applied to reimburse the Trust pursuant to any of
clause second, clause fourth or clause sixth of Section 3.26(a) are intended to
be available for distribution on the Certificates pursuant to Section 4.01(a)
and Section 4.01(b), subject to application pursuant to Section 3.05(a) or
3.05(b) for any items payable out of general collections on the Mortgage Pool,
and if such Default Charges so applied relate to a Loan Combination, they shall
be transferred from the related Loan Combination Custodial Account to the
Collection Account. Default Charges applied to reimburse the Trust pursuant to
any of clause second, clause fourth or clause sixth of Section 3.26(a) shall be
deemed to offset payments of interest on Advances, costs of property inspections
or other Additional Trust Fund Expenses (depending on which clause is
applicable) in the chronological order in which they were made or incurred with
respect to the subject Mortgage Loan or REO Loan (whereupon such interest on
Advances, costs of property inspections or other Additional Trust Fund Expenses
(depending on which clause is applicable) shall thereafter be deemed to have
been paid out of Default Charges).

     (c) The portion of any Default Charges with respect to a Non-Trust Loan
that is not applied as provided for above in this Section 3.26, shall be applied
pursuant to the related Loan Combination Intercreditor Agreement.

     SECTION 3.27. Controlling Class Representative Contact with Servicer.

     No less often than on a monthly basis, each of the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
via telephone available to verbally answer questions from the Controlling Class
Representative regarding the performance and servicing of the Mortgage Loans
and/or REO Properties for which the Master Servicer or the Special Servicer, as
the case may be, is responsible. Any such telephone contact shall be conditioned
on the Controlling Class Representative's delivery to the Master Servicer of an
agreement substantially in the form of Exhibit I-1 (or such other form as may be
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable).


                                     -182-
<PAGE>


     SECTION 3.28. Certain Matters Regarding the Loan Combinations.

     (a) If the [Blackacre] Pari Passu Non-Trust Loan is no longer an asset of
the trust fund for the [Other Series] Securitization, then, in accordance with
the [Blackacre] Intercreditor Agreement, the [Blackacre] Loan Combination shall
be serviced under this Agreement by the Master Servicer and the Special Servicer
and the Mortgage Loans in the [Blackacre] Loan Combination shall be Serviced
Mortgage Loans hereunder.

     (b) The parties hereto, the Plurality Subordinate Certificateholder, by its
acceptance of its rights and obligations set forth herein, and each
Certificateholder, by its acceptance of a Certificate, hereby acknowledge the
rights of the [Blackacre] Subordinate Noteholders, upon the occurrence of a
[Blackacre] Triggering Event under the [Blackacre] Intercreditor Agreement, to
purchase the [Blackacre] Trust Mortgage Loan from the Trust, subject to the
terms, conditions and limitations set forth in, and at the price specified in,
the related Loan Combination Intercreditor Agreement, and the parties hereto
agree to take such actions contemplated by the related Loan Combination
Intercreditor Agreement as may be expressly contemplated thereby, or otherwise
reasonably necessary, to allow a [Blackacre] Subordinate Noteholder to purchase
the related [Blackacre] Trust Mortgage Loan from the Trust. Such purchase right
shall be superior to the corresponding Purchase Option set forth in Section
3.18(c)).

     (c) In connection with any purchase of the [Blackacre] Trust Mortgage Loan
by a [Blackacre] Non-Trust Noteholder pursuant to the [Blackacre] Intercreditor
Agreement, the Master Servicer or the Special Servicer shall (i) if it receives
the "Defaulted Mortgage Loan Purchase Price" (as defined in the [Blackacre]
Intercreditor Agreement) and/or any other amounts payable in connection with the
purchase, deposit same, or remit same to the Master Servicer for deposit, as
applicable, into the Collection Account or, if the [Blackacre] Trust Mortgage
Loan is being serviced hereunder pursuant to Section 3.28, the related Loan
Combination Custodial Account, as applicable, and so notify the Trustee; and
(ii) subject to Section 3.01(g), deliver the related Servicing File to the
Person effecting the purchase or its designee. In addition, upon its receipt of
a Request for Release from the Master Servicer, the Trustee shall: (i) deliver
the Mortgage File to the Person effecting the purchase or its designee; and (ii)
execute and deliver such endorsements, assignments and instruments of transfer
as shall be provided to it and are reasonably necessary to vest ownership of the
[Blackacre] Trust Mortgage Loan in the appropriate transferee, without recourse,
representations or warranties.

     (d) The parties hereto acknowledge that each Non-Trust Noteholder shall not
(1) owe any fiduciary duty to the Trustee, the Master Servicer, the Special
Servicer or any Certificateholder or (2) have any liability to the Trustee or
the Certificateholders for any action taken, or for refraining from the taking
of any action pursuant to the related Loan Combination Intercreditor Agreement
or the giving of any consent or for errors in judgment. Each Certificateholder,
by its acceptance of a Certificate, shall be deemed to have confirmed its
understanding that each Non-Trust Noteholder (i) may take or refrain from taking
actions that favor its interests or the interests of its affiliates over the
Certificateholders, (ii) may have special relationships and interests that
conflict with the interest of the Certificateholders and shall be deemed to have
agreed to take no action against a Non-Trust Noteholder or any of its officers,
directors, employees, principals or agents as a result of such special
relationships or conflicts, and (iii) shall not be liable by reason of its
having acted or refrained from acting solely in its interest or in the interest
of its affiliates.


                                     -183-
<PAGE>


                                   ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS

     SECTION 4.01. Distributions.

     (a) On each Distribution Date, the Trustee shall (except as otherwise
provided in Section 9.01), based on information provided by the Master Servicer
and the Special Servicer, apply amounts on deposit in the Distribution Account,
after payment of amounts payable from the Distribution Account in accordance
with Section 3.05(b)(ii) through (ix) and deemed distributions from REMIC I
pursuant to Section 4.01(h), for the following purposes and in the following
order of priority, in each case to the extent of the remaining portion of the
Available Distribution Amount:

          (i) to make distributions of interest to the Holders of the Class A-1,
     Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class XC and
     Class XP Certificates, in an amount equal to, and pro rata as among those
     Classes of Senior Certificates in accordance with, all Distributable
     Certificate Interest in respect of each such Class of Senior Certificates
     for such Distribution Date and, to the extent not previously paid, for all
     prior Distribution Dates;

          (ii) to make distributions of principal, first, to the Holders of the
     Class A-SB Certificates, until the related Class Principal Balance is
     reduced to the Class A-SB Planned Principal Balance for such Distribution
     Date, and second, to the Holders of the Class A-1 Certificates, the Holders
     of the Class A-2 Certificates, the Holders of the Class A-3A Certificates,
     the Holders of the Class A-3B Certificates, the Holders of the Class A-SB
     Certificates and the Holders of the Class A-4 Certificates, in that order,
     in each case until the related Class Principal Balance is reduced to zero,
     in an aggregate amount for both clauses first and second above (not to
     exceed the aggregate of the Class -------------- ------ Principal Balances
     of those Classes of Senior Certificates outstanding immediately prior to
     such Distribution Date) equal to the Principal Distribution Amount for such
     Distribution Date; and provided, -------- that, notwithstanding the
     foregoing, if the aggregate of the Class Principal Balances of the Class
     AM, Class AJ, Class B, Class C, Class D, Class E, Class F, Class G, Class
     H, Class J, Class K, Class L, Class M, Class N, Class P and Class Q
     Certificates has previously been reduced to zero, then distributions of
     principal will be made to the Holders of the Class A-1, Class A-2, Class
     A-3A, Class A-3B, Class A-SB and Class A-4 Certificates pursuant to this
     clause (ii) up to an amount equal to, and ----------- pro rata as among
     such Classes of Senior Certificates in accordance with, the Class Principal
     Balance of each such Class of Senior Certificates outstanding immediately
     prior to such Distribution Date;

          (iii) to make distributions to the Holders of the Class A-1, Class
     A-2, Class A-3A, Class A-3B, Class A-SB and Class A-4 Certificates, in an
     amount equal to, pro rata in accordance with, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to each such Class of Certificates and not previously reimbursed;

          (iv) to make distributions of interest to the Holders of the Class AM
     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;


                                     -184-
<PAGE>


          (v) after the Class Principal Balances of the Class A-1, Class A-2,
     Class A-3A, Class A-3B, Class A-SB and Class A-4 Certificates have been
     reduced to zero, to make distributions of principal to the Holders of the
     Class AM Certificates, in an amount (not to exceed the Class Principal
     Balance of the Class AM Certificates outstanding immediately prior to such
     Distribution Date) equal to the entire Principal Distribution Amount for
     such Distribution Date (net of any portion thereof distributed on such
     Distribution Date to the Holders of any other Class of Sequential Pay
     Certificates pursuant to any prior clause of this Section 4.01(a));

          (vi) to make distributions to the Holders of the Class AM
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class AM Certificates and not previously reimbursed;

          (vii) to make distributions of interest to the Holders of the Class AJ
     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) after the Class Principal Balance of the Class AM Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class AJ Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class AJ Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (ix) to make distributions to the Holders of the Class AJ
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class AJ Certificates and not previously reimbursed;

          (x) to make 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;

          (xi) after the Class Principal Balance of the Class AJ Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class B Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class B Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xii) to make distributions to the Holders of the Class B
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class B Certificates and not previously reimbursed;


                                     -185-
<PAGE>


          (xiii) to make 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;

          (xiv) after the Class Principal Balance of the Class B Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class C Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class C Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xv) to make distributions to the Holders of the Class C Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class C
     Certificates and not previously reimbursed;

          (xvi) to make distributions of interest to the Holders of the Class D
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class D Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xvii) after the Class Principal Balance of the Class C Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class D Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class D Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xviii) to make distributions to the Holders of the Class D
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class D Certificates and not previously reimbursed;

          (xix) to make distributions of interest to the Holders of the Class E
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class E Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xx) after the Class Principal Balance of the Class D Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class E Certificates, in an amount (not to exceed the Class Principal
     Balance of the Class E Certificates outstanding immediately prior to such
     Distribution Date) equal to the entire Principal Distribution Amount for
     such Distribution Date (net of any portion thereof distributed on such
     Distribution Date to the Holders of any other Class of Sequential Pay
     Certificates pursuant to any prior clause of this Section 4.01(a));


                                     -186-
<PAGE>


          (xxi) to make distributions to the Holders of the Class E
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class E Certificates and not previously reimbursed;

          (xxii) to make distributions of interest to the Holders of the Class F
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class F Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xxiii) after the Class Principal Balance of the Class E Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class F Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class F Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xxiv) to make distributions to the Holders of the Class F
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class F Certificates and not previously reimbursed;

          (xxv) to make distributions of interest to the Holders of the Class G
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class G Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xxvi) after the Class Principal Balance of the Class F Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class G Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class G Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xxvii) to make distributions to the Holders of the Class G
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class G Certificates and not previously reimbursed;

          (xxviii) to make distributions of interest to the Holders of Class H
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class H Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xxix) after the Class Principal Balance of the Class G Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class H Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class H Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the


                                     -187-
<PAGE>


     Holders of any other Class of Sequential Pay Certificates pursuant to any
     prior clause of this Section 4.01(a));

          (xxx) to make distributions to the Holders of the Class H Certificates
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class H
     Certificates and not previously reimbursed;

          (xxxi) to make distributions of interest to the Holders of the Class J
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class J Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xxxii) after the Class Principal Balance of the Class H Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class J Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class J Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xxxiii) to make distributions to the Holders of the Class J
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class J Certificates and not previously reimbursed;

          (xxxiv) to make distributions of interest to the Holders of the Class
     K Certificates, in an amount equal to all Distributable Certificate
     Interest in respect of the Class K Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxv) after the Class Principal Balance of the Class J Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class K Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class K Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xxxvi) to make distributions to the Holders of the Class K
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class K Certificates and not previously reimbursed;

          (xxxvii) to make distributions of interest to the Holders of the Class
     L Certificates, in an amount equal to all Distributable Certificate
     Interest in respect of the Class L Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxviii) after the Class Principal Balance of the Class K
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class L Certificates, in


                                     -188-
<PAGE>


     an amount (not to exceed the Class Principal Balance of the Class L
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Principal Distribution Amount for such Distribution Date (net
     of any portion thereof distributed on such Distribution Date to the Holders
     of any other Class of Sequential Pay Certificates pursuant to any prior
     clause of this Section 4.01(a));

          (xxxix) to make distributions to the Holders of the Class L
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class L Certificates and not previously reimbursed;

          (xl) to make distributions of interest to the Holders of the Class M
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class M Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (xli) after the Class Principal Balance of the Class L Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class M Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class M Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xlii) to make distributions to the Holders of the Class M
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class M Certificates and not previously reimbursed;

          (xliii) to make distributions of interest to the Holders of the Class
     N Certificates, in an amount equal to all Distributable Certificate
     Interest in respect of the Class N Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xliv) after the Class Principal Balance of the Class M Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class N Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class N Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xlv) to make distributions to the Holders of the Class N
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class N Certificates and not previously reimbursed;

          (xlvi) to make distributions of interest to the Holders of the Class P
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class P Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;


                                     -189-
<PAGE>


          (xlvii) after the Class Principal Balance of the Class N Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class P Certificates, in an amount (not to exceed the Class
     Principal Balance of the Class P Certificates outstanding immediately prior
     to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

          (xlviii) to make distributions to the Holders of the Class P
     Certificates, in an amount equal to, and in reimbursement of, all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated to
     the Class P Certificates and not previously reimbursed;

          (xlix) to make distributions of interest to the Holders of the Class Q
     Certificates, in an amount equal to all Distributable Certificate Interest
     in respect of the Class Q Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates;

          (l) after the Class Principal Balance of the Class P Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class Q Certificates, in an amount (not to exceed the Class Principal
     Balance of the Class Q Certificates outstanding immediately prior to such
     Distribution Date) equal to the entire Principal Distribution Amount for
     such Distribution Date (net of any portion thereof distributed on such
     Distribution Date to the Holders of any other Class of Sequential Pay
     Certificates pursuant to any prior clause of this Section 4.01(a));

          (li) to make distributions to the Holders of the Class Q Certificates,
     in an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class Q
     Certificates and not previously reimbursed;

          (lii) to make distributions to the Holders of the Class R-II
     Certificates, in an amount equal to the excess, if any, of (A) the
     aggregate distributions deemed made in respect of the REMIC I Regular
     Interests on such Distribution Date pursuant to Section 4.01(h), over (B)
     the aggregate distributions made in respect of the Regular Certificates on
     such Distribution Date pursuant to clauses (i) through (li) above; and

          (liii) to make distributions to the Holders of the Class R-I
     Certificates of the excess, if any, of (A) the Available Distribution
     Amount for such Distribution Date, over (B) the aggregate distributions
     made in respect of the REMIC II Certificates on such Distribution Date
     pursuant to clauses (i) through (lii) above.

     Distributions in reimbursement of Realized Losses and Additional Trust Fund
Expenses previously allocated to a Class of Sequential Pay Certificates shall
not constitute distributions of principal and shall not result in reduction of
the related Class Principal Balance.

     All distributions of interest made in respect of the Class XC and Class XP
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 Accrued


                                     -190-
<PAGE>


Component Interest with respect to such Components for such Distribution Date,
together with any amounts thereof remaining unpaid from previous Distribution
Dates

     (b) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts on deposit therein that represent Prepayment
Premiums and/or Yield Maintenance Charges actually collected on the Trust
Mortgage Loans and any Trust REO Loans during the related Collection Period
(excluding any portion of such Prepayment Premiums and/or Yield Maintenance
Charges applied pursuant to Section 4.01(j) to reimburse one or more Classes of
Sequential Pay Certificates in respect of Realized Losses and/or Additional
Trust Fund Expenses previously allocated to such Classes) and shall be deemed to
distribute such Prepayment Premiums and/or Yield Maintenance Charges (or
remaining portion thereof) from REMIC I to REMIC II in respect of REMIC I
Regular Interest LA-1-1 (whether or not such REMIC I Regular Interest has
received all distributions of interest and principal to which it is entitled),
and then shall distribute each such Prepayment Premium and/or Yield Maintenance
Charge (or remaining portion thereof), as additional yield, as follows:

          (i) first, to the Holders of the respective Classes of Sequential Pay
     Certificates (other than any Excluded Class thereof) entitled to
     distributions of principal pursuant to Section 4.01(a) on such Distribution
     Date, up to an amount equal to, and pro rata based on, the Additional Yield
     and Prepayment Amount for each such Class of Certificates for such
     Distribution Date with respect to the subject Prepayment Premium or Yield
     Maintenance Charge, as the case may be; and

          (ii) second, to the Holders of the Class XC and/or XP Certificates, to
     the extent of any remaining portion of the subject Yield Maintenance Charge
     or Prepayment Premium, as the case may be (excluding any portion of such
     Prepayment Premium and/or Yield Maintenance Charge applied pursuant to
     Section 4.01(j) to reimburse one or more Classes of Sequential Pay
     Certificates in respect of Realized Losses and/or Additional Trust Fund
     Expenses previously allocated to such Classes), as follows:

               (A) on each Distribution Date up to and including the
          Distribution Date in _________, to the Holders of the Class XP
          Certificates in an amount equal to ___% of the remaining portion of
          the subject Yield Maintenance Charge or Prepayment Premium, as the
          case may be, and to the Holders of the Class XC Certificates in an
          amount equal to ___% of the remaining portion of the subject Yield
          Maintenance Charge or Prepayment Premium, as the case may be; and

               (B) on each Distribution Date following the Distribution Date in
          ________, to the Holders of the Class XC Certificates in an amount
          equal to 100% of the remaining portion of the subject Yield
          Maintenance Charge or Prepayment Premium, as the case may be.

     On each Distribution Date, the Trustee shall withdraw from the Additional
Interest Account any amounts that represent Additional Interest actually
collected during the related Collection Period on the ARD Loans and any related
REO Loans and shall distribute such amounts among the Holders of the Class Z
Certificates pro rata in accordance with their respective Percentage Interests
of such Class.


                                     -191-
<PAGE>


     (c) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
provided below, all such distributions with respect to each Class on each
Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to (or, in the case of the
initial Distribution Date, no later than) the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Sequential Pay
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate)
will be made in a like manner, but only upon presentation and surrender of such
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution. Prior
to any termination of the Trust Fund pursuant to Section 9.01, any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Register or to any other
address of which the Trustee was subsequently notified in writing. If such check
is returned to the Trustee, the Trustee, directly or through an agent, shall
take such reasonable steps to contact the related Holder and deliver such check
as it shall deem appropriate. Any funds in respect of a check returned to the
Trustee shall be set aside by the Trustee and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Trustee has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Trustee shall, subject to applicable law,
distribute the unclaimed funds to the Holders of the Class R-II Certificates.

     (d) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Certificate Registrar, the Depositor, the Master Servicer, the
Special Servicer or the Fiscal Agent shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law. The Trustee
and the Depositor shall perform their respective obligations under a Letter of
Representations among the Depositor, the Trustee and the Initial Depository
dated as of the Closing Date.

     (e) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of the Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of


                                     -192-
<PAGE>


Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.

     (f) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Class of Certificates) will be made on the next
Distribution Date, the Trustee shall, no later than five days after the related
Determination Date, mail to each Holder of record on such date of such Class of
Certificates a notice to the effect that:

               (i) the 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
          office of the Certificate Registrar or at such other location therein
          specified, and

               (ii) no interest shall accrue on such Certificates from and after
          such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(f) shall not have been
surrendered for cancellation within six months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not
have been surrendered for cancellation, the 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
former Holder on any amount held in trust pursuant to this paragraph. If all
of the Certificates shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Holders of the Class R-II
Certificates all unclaimed funds and other assets which remain subject
thereto.

     (g) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal income tax withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The Certificate
Registrar shall promptly provide the Trustee with any IRS Form W-9 or W-8
(including Form W-8ECI, W-8BEN or W-IMY) upon its receipt thereof. The consent
of Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal income tax
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

     (h) All distributions of interest, principal and reimbursements of
previously allocated Realized Losses and Additional Trust Fund Expenses made in
respect of any Class of Sequential Pay Certificates on each Distribution Date
pursuant to Section 4.01(a), 4.01(i), 4.01(j) or 9.01 shall be


                                     -193-
<PAGE>


deemed to have first been distributed from REMIC I to REMIC II in respect of its
Corresponding REMIC I Regular Interest(s) set forth in the Preliminary Statement
hereto. All distributions made in respect of either Class of Class X
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01, and allocable to any particular Component of such Class of Certificates in
accordance with the last paragraph of Section 4.01(a), shall be deemed to have
first been distributed from REMIC I to REMIC II in respect of such Component's
Corresponding REMIC I Regular Interest. In each case, if such distribution on
any such Class of Regular Certificates was a distribution of interest or
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses in respect of such Class of Regular Certificates,
then the corresponding distribution deemed to be made on a REMIC I Regular
Interest pursuant to either of the preceding two sentences shall be deemed to
also be a distribution of interest or principal or in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses, as the
case may be, in respect of such REMIC I Regular Interest; [provided, however,
that, if any Class of Sequential Pay Certificates has more than one
Corresponding REMIC I Regular Interest, then deemed distributions of principal
made on such Corresponding REMIC I Regular Interests on any Distribution Date
shall be allocated to them in ascending numeric order (i.e., from lowest number
to highest number) of the respective ending numbers of the respective
alphanumeric designations for such Corresponding REMIC I Regular Interests, in
each case up to an amount equal to the REMIC I Principal Balance of the subject
Corresponding REMIC I Regular Interest outstanding immediately prior to such
Distribution Date (such that no deemed distributions of principal will be made
on any such Corresponding REMIC I Regular Interest until the REMIC I Principal
Balance of each other such Corresponding REMIC I Regular Interest, if any, with
an alphanumeric designation that ends in a lower number, has been paid in full)
(for example, distributions of principal with respect to the Class A-1
Certificates shall be deemed to have first been distributed from REMIC I to
REMIC II in respect of REMIC I Regular Interest LA-1-1 until its REMIC I
Principal Balance is reduced to zero, then to REMIC I Regular Interest LA-1-2
until its REMIC I Principal Balance is reduced to zero, then to REMIC I Regular
Interest LA-1-3 until its REMIC I Principal Balance is reduced to zero, and then
to REMIC I Regular Interest LA-1-4); and provided, further, that, with respect
to reimbursements of previously allocated Realized Losses and Additional Trust
Fund Expenses in respect of any Class of Sequential Pay Certificates that has
more than one Corresponding REMIC I Regular Interest, such corresponding
distribution shall be deemed to be a distribution with respect to all of the
Corresponding REMIC I Regular Interests for such Class, allocated pro rata based
on their respective amounts of previously unreimbursed Realized Losses and
Additional Trust Fund Expenses (for example, with respect to Realized Losses and
Additional Trust Fund Expenses previously allocated to the Class A-1
Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest LA-1-1, REMIC I Regular
Interest LA-1-2, REMIC I Regular Interest LA-1-3 and REMIC I Regular Interest
LA-1-4, allocated pro rata based on their respective amounts of previously
unreimbursed Realized Losses and Additional Trust Fund Expenses)].

     (i) On each Distribution Date, the Trustee shall withdraw amounts from the
Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the
Holders of the Sequential Pay Certificates (in the same order as such
reimbursements would be made pursuant to Section 4.01(a)) up to an amount equal
to all Realized Losses, if any, previously deemed allocated to them and
unreimbursed after application of the Available Distribution Amount for such
Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not
reduce the Certificate Principal Balances of the Classes receiving such
distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after
such distributions shall be applied to offset future Realized Losses and, upon
termination of the Trust Fund,


                                     -194-
<PAGE>


any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed
to the Class R-I Certificateholders.

     (j) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to any Prepayment Premium and/or Yield
Maintenance Charge that was received in respect of a Trust Specially Serviced
Mortgage Loan during the related Collection Period to the extent that Realized
Losses and/or Additional Trust Fund Expenses had been allocated to one or more
Classes of Sequential Pay Certificates pursuant to Section 4.04 and had not been
previously reimbursed, and the Trustee shall distribute such amounts to
reimburse the Holders of the Sequential Pay Certificates (in the same order as
such reimbursements would be made pursuant to Section 4.01(a)) up to an amount
equal to all such Realized Losses and Additional Trust Fund Expenses, if any,
previously deemed allocated to them and remaining unreimbursed after application
of the Available Distribution Amount for such Distribution Date and the amounts
on deposit in the Gain-on-Sale Reserve Account. Any such amounts paid from the
Distribution Account will not reduce the Certificate Principal Balances of the
Classes receiving such distributions.

     SECTION 4.02. Statements to Certificateholders.

     (a) On each Distribution Date, the Trustee shall make available
electronically via its Internet Website or, upon written request, by first class
mail, to each Certificateholder, each initial Certificate Owner and (upon
written request made to the Trustee) each subsequent Certificate Owner (as
identified to the reasonable satisfaction of the Trustee), the Depositor, the
Master Servicer, the Special Servicer, the Underwriters, each Rating Agency and
any other Person designated in writing by the Depositor, a statement (a
"Distribution Date Statement"), as to the distributions made on such
Distribution Date, based solely on information provided to it by the Master
Servicer and the Special Servicer. Each Distribution Date Statement shall be in
the form set forth on Exhibit N hereto and, in any event, shall set forth:

               (i) the amount of the distribution on such Distribution Date to
          the Holders of each Class of Sequential Pay Certificates in reduction
          of the Class Principal Balance thereof;

               (ii) the amount of the distribution on such Distribution Date to
          the Holders of each Class of Regular Certificates allocable to
          Distributable Certificate Interest;

               (iii) the amount of the distribution on such Distribution Date to
          the Holders of each Class of Regular Certificates allocable to
          Prepayment Premiums and/or Yield Maintenance Charges;

               (iv) the amount of the distribution on such Distribution Date to
          the Holders of each Class of Sequential Pay Certificates in
          reimbursement of previously allocated Realized Losses and Additional
          Trust Fund Expenses;

               (v) the Available Distribution Amount for such Distribution Date;

               (vi) (a) the aggregate amount of P&I Advances made with respect
          to the entire Mortgage Pool for such Distribution Date pursuant to
          Section 4.03(a), including, without limitation, any amounts applied
          pursuant to Section 4.03(a)(ii), and the aggregate amount of
          unreimbursed P&I Advances with respect to the entire Mortgage Pool
          that had been outstanding


                                     -195-
<PAGE>


          at the close of business on the related Determination Date and the
          aggregate amount of interest accrued and payable to the Master
          Servicer, the Trustee or the Fiscal Agent in respect of such
          unreimbursed P&I Advances in accordance with Section 4.03(d) as of the
          close of business on the related Determination Date, (b) the aggregate
          amount of Servicing Advances with respect to the entire Mortgage Pool
          as of the close of business on the related Determination Date and (c)
          the aggregate amount of all Nonrecoverable Advances with respect to
          the entire Mortgage Pool as of the close of business on the related
          Determination Date;

               (vii) the aggregate unpaid principal balance of the Mortgage Pool
          outstanding as of the close of business on the related Determination
          Date;

               (viii) the aggregate Stated Principal Balance of the Mortgage
          Pool outstanding immediately before and immediately after such
          Distribution Date;

               (ix) the number, aggregate principal balance, weighted average
          remaining term to maturity and weighted average Mortgage Rate of the
          Trust Mortgage Loans as of the close of business on the related
          Determination Date;

               (x) the number, aggregate unpaid principal balance (as of the
          close of business on the related Determination Date) and aggregate
          Stated Principal Balance (immediately after such Distribution Date) of
          the Trust Mortgage Loans (A) delinquent 30-59 days, (B) delinquent
          60-89 days, (C) delinquent more than 89 days, (D) as to which
          foreclosure proceedings have been commenced, and (E) to the actual
          knowledge of the Master Servicer or Special Servicer, in bankruptcy
          proceedings;

               (xi) as to each Trust Mortgage Loan referred to in the preceding
          clause (x) above, (A) the loan number thereof, (B) the Stated
          Principal Balance thereof immediately following such Distribution
          Date, and (C) a brief description of any executed loan modification;

               (xii) with respect to any Trust Mortgage Loan as to which a
          Liquidation Event occurred during the related Collection Period (other
          than a payment in full), (A) the loan number thereof, (B) the
          aggregate of all Liquidation Proceeds and other amounts received in
          connection with such Liquidation Event (separately identifying the
          portion thereof allocable to distributions on the Certificates), and
          (C) the amount of any Realized Loss in connection with such
          Liquidation Event;

               (xiii) with respect to any REO Property included in the Trust
          Fund as to which a Final Recovery Determination was made during the
          related Collection Period, (A) the loan number of the related Trust
          Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other
          amounts received in connection with such Final Recovery Determination
          (separately identifying the portion thereof allocable to distributions
          on the Certificates), and (C) the amount of any Realized Loss in
          respect of the related Trust REO Loan in connection with such Final
          Recovery Determination;

               (xiv) the Accrued Certificate Interest and Distributable
          Certificate Interest in respect of each Class of Regular Certificates
          for such Distribution Date;


                                     -196-
<PAGE>


               (xv) any unpaid Distributable Certificate Interest in respect of
          each Class of Regular Certificates after giving effect to the
          distributions made on such Distribution Date;

               (xvi) the Pass-Through Rate for each Class of Regular
          Certificates for such Distribution Date;

               (xvii) the Principal Distribution Amount, separately identifying
          the respective components thereof (and, in the case of any Principal
          Prepayment or other unscheduled collection of principal received
          during the related Collection Period, the loan number for the related
          Trust Mortgage Loan and the amount of such prepayment or other
          collection of principal);

               (xviii) the aggregate of all Realized Losses incurred during the
          related Collection Period and all Additional Trust Fund Expenses
          incurred during the related Collection Period;

               (xix) the aggregate of all Realized Losses and Additional Trust
          Fund Expenses that were allocated on such Distribution Date;

               (xx) the Class Principal Balance, Class XC Notional Amount or
          Class XP Notional Amount, as applicable, of each Class of 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;

               (xxi) the Certificate Factor for each Class of Regular
          Certificates immediately following such Distribution Date;

               (xxii) the aggregate amount of interest on P&I Advances in
          respect of the Mortgage Pool paid to the Master Servicer, the Trustee
          and the Fiscal Agent during the related Collection Period in
          accordance with Section 4.03(d);

               (xxiii) the aggregate amount of interest on Servicing Advances in
          respect of the Mortgage Pool paid to the Master Servicer, the Special
          Servicer, the Trustee and the Fiscal Agent during the related
          Collection Period in accordance with Section 3.03(d);

               (xxiv) the aggregate amount of servicing compensation paid to the
          Master Servicer and the Special Servicer during the related Collection
          Period;

               (xxv) the loan number for each Trust Required Appraisal Mortgage
          Loan and any related Appraisal Reduction Amount as of the related
          Determination Date;

               (xxvi) the original and then current credit support levels for
          each Class of Regular Certificates;

               (xxvii) the original and then current ratings known to the
          Trustee for each Class of Regular Certificates;


                                     -197-
<PAGE>


               (xxviii) the aggregate amount of Prepayment Premiums and Yield
          Maintenance Charges collected during the related Collection Period;

               (xxix) the value of any REO Property included in the Trust Fund
          as of the end of the related Determination Date for such Distribution
          Date, based on the most recent Appraisal or valuation;

               (xxx) the amounts, if any, actually distributed with respect to
          the Class Z Certificates, the Class R-I Certificates and the Class
          R-II Certificates, respectively, on such Distribution Date; and

               (xxxi) such additional information as is necessary for the
          subject Distribution Date Statement to comply with Item 1121 of
          Regulation AB.

     In the case of information to be furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. In the
case of information provided to the Trustee as a basis for information to be
furnished pursuant to clauses (x) through (xiii), (xxiv) and (xxix) above,
insofar as the underlying information is solely within the control of the
Special Servicer, the Trustee and the Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer.

     The Trustee may conclusively rely on and shall not be responsible absent
manifest error for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

     On each Distribution Date, the Trustee shall make available via its
Internet Website the information specified in Section 3.15(b) to the Persons
specified therein. Absent manifest error, none of the Master Servicer or the
Special Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a Mortgagor or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable. The Trustee shall not be
responsible absent manifest error for the accuracy or completeness of any
information supplied to it for delivery pursuant to this Section. None of the
Trustee, the Master Servicer or the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Mortgagor or third party.

     Within a reasonable period of time after the end of each calendar year, the
Trustee shall send to each Person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items provided to Certificateholders pursuant to clauses (i),
(ii), (iii) and (iv) of the description of "Distribution Date Statement" above
and such other information as may be required to enable such Certificateholders
to prepare their federal income tax returns. Such information shall include the
amount of original issue discount accrued on each Class of Certificates and
information regarding the expenses of the Trust Fund. Such requirement shall be
deemed to be satisfied to the extent such information is provided pursuant to
applicable requirements of the Code from time to time in force.


                                     -198-
<PAGE>


     If any Certificate Owner does not receive through the Depository or any of
its Depository Participants any of the statements, reports and/or other written
information described above in this Section 4.02(a) that it would otherwise be
entitled to receive if it were the Holder of a Definitive Certificate evidencing
its ownership interest in the related Class of Book Entry Certificates, then the
Trustee shall mail or cause the mailing of, or provide electronically or cause
the provision electronically of, such statements, reports and/or other written
information to such Certificate Owner upon the request of such Certificate Owner
made in writing to the Corporate Trust Office (accompanied by current
verification of such Certificate Owner's ownership interest). Such portion of
such information as may be agreed upon by the Depositor and the Trustee shall be
furnished to any such Person via overnight courier delivery or facsimile from
the Trustee; provided that the cost of such overnight courier delivery or
facsimile shall be an expense of the party requesting such information.

     The Trustee shall only be obligated to deliver the statements, reports and
information contemplated by this Section 4.02(a) to the extent it receives the
necessary underlying information from the Special Servicer or Master Servicer,
as applicable, and shall not be liable for any failure to deliver any thereof on
the prescribed due dates, to the extent caused by failure to receive timely such
underlying information. Nothing herein shall obligate the Trustee or the Master
Servicer to violate any applicable law prohibiting disclosure of information
with respect to any Mortgagor and the failure of the Trustee, Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.

     (b) In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may, absent bad faith, conclusively rely on
reports provided to it by the Master Servicer, and the Trustee shall not be
responsible to recompute, recalculate or verify the information provided to it
by the Master Servicer.

     SECTION 4.03. P&I Advances; Reimbursement of P&I Advances and Servicing
                   Advances.

     (a) On or before 2:00 p.m. (New York City time) on each P&I Advance Date,
the Master Servicer shall (i) apply amounts in the Collection Account received
after the end of the related Collection Period or otherwise held for future
distribution to Certificateholders in subsequent months in discharge of its
obligation to make P&I Advances or (ii) subject to Section 4.03(c) below, remit
from its own funds to the Trustee for deposit into the Distribution Account an
amount equal to the aggregate amount of P&I Advances, if any, to be made in
respect of the related Distribution Date. The Master Servicer may also make P&I
Advances in the form of any combination of clauses (i) and (ii) above
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Collection Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Collection Account on or before the
next succeeding Determination Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and interest
in respect of which such P&I Advances were made). If, as of 3:00 p.m. (New York
City time) on any P&I Advance Date, the Master Servicer shall not have made any
P&I Advance required to be made on such date pursuant to this Section 4.03(a)
(and shall not have delivered to the Trustee the requisite Officer's Certificate
and documentation related to a determination of nonrecoverability of a P&I
Advance), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to the facsimile
number set forth in Section 11.05 (or such alternative number provided by the
Master Servicer to the


                                     -199-
<PAGE>


Trustee in writing) as soon as possible, but in any event before 4:00 p.m. (New
York City time) on such P&I Advance Date. If the Trustee does not receive the
full amount of such P&I Advances by 11:00 a.m. (New York City time) on the
related Distribution Date, then, subject to Section 4.03(c), (i) the Trustee
shall, no later than 12:00 p.m., or if the Trustee fails, the Fiscal Agent
shall, no later than 1:00 p.m. (New York City time), on such related
Distribution Date make the portion of such P&I Advances that was required to be,
but was not, made by the Master Servicer on such P&I Advance Date, and (ii) with
respect to the Master Servicer, the provisions of Sections 7.01 and 7.02 shall
apply.

     (b) The aggregate amount of P&I Advances to be made by the Master Servicer,
the Trustee or the Fiscal Agent in respect of the Mortgage Pool for any
Distribution Date shall, subject to Section 4.03(c) below, equal the aggregate
of all Periodic Payments (other than Balloon Payments) and any Assumed Periodic
Payments, net of related Master Servicing Fees (and, in the case of the
[Blackacre] Trust Mortgage Loan, net of the [Other Series] Servicing Fee), in
respect of the Trust Mortgage Loans (including, without limitation, Trust
Balloon Loans delinquent as to their respective Balloon Payments) and any Trust
REO Loans on their respective Due Dates during the related Collection Period, in
each case to the extent such amount was not paid by or on behalf of the related
Mortgagor or otherwise collected (including as net income from REO Properties)
as of the close of business on the related Determination Date; provided that:
(x) if the Periodic Payment on any Trust Mortgage Loan has been reduced in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20 (or, in the case of the [Blackacre]
Trust Mortgage Loan, by the [Other Series] Applicable Servicer pursuant to the
[Other Series] Pooling and Servicing Agreement), or if the final maturity on any
Trust Mortgage Loan shall be extended in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20
(or, in the case of the [Blackacre] Trust Mortgage Loan, by the [Other Series]
Applicable Servicer pursuant to the [Other Series] Pooling and Servicing
Agreement), and the Periodic Payment due and owing during the extension period
is less than the related Assumed Periodic Payment, then the Master Servicer, the
Trustee or the Fiscal Agent shall, as to such Trust Mortgage Loan only, advance
only the amount of the Periodic Payment due and owing after taking into account
such reduction (net of related Master Servicing Fees and, in the case of the
[Blackacre] Trust Mortgage Loan, net of the [Other Series] Servicing Fee) in the
event of subsequent delinquencies thereon; and (y) if any Trust Mortgage Loan or
Trust REO Loan is a Required Appraisal Mortgage Loan as to which it is
determined that an Appraisal Reduction Amount exists or, in the case of the
[Blackacre] Trust Mortgage Loan, the [Other Series] Applicable Servicer has
determined that an Appraisal Reduction Amount exists under the [Other Series]
Pooling and Servicing Agreement, then, with respect to the Distribution Date
immediately following the date of such determination and with respect to each
subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists, the Master Servicer, the Trustee or the Fiscal Agent will be required in
the event of subsequent delinquencies to advance in respect of such Trust
Mortgage Loan or Trust REO Loan, as the case may be, only an amount equal to the
sum of (A) the interest portion of the P&I Advance required to be made equal to
the product of (1) the amount of the interest portion of the P&I Advance for
that Trust Mortgage Loan or Trust REO Loan, as the case may be, for the related
Distribution Date without regard to this sentence, and (2) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance
of that Trust Mortgage Loan or Trust REO Loan, as the case may be, immediately
prior to the related Distribution Date, net of the related Appraisal Reduction
Amount, if any, and the denominator of which is equal to the Stated Principal
Balance of that Trust Mortgage Loan or Trust REO Loan, as the case may be,
immediately prior to the related Distribution Date, and (B) the amount of the
principal


                                     -200-
<PAGE>


portion of the P&I Advance that would otherwise be required without regard to
this clause (y). In the case of the [Blackacre] Trust Mortgage Loan or any
successor Trust REO Loan with respect thereto, the reference to "Appraisal
Reduction Amount" in clause (y) of the proviso to the preceding sentence means
the portion of any Appraisal Reduction Amount with respect to the [Blackacre]
Loan Combination that is allocable, in accordance with the definition of
"Appraisal Reduction Amount", to the [Blackacre] Trust Mortgage Loan or any
successor Trust REO Loan with respect thereto, as the case may be.

     (c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made hereunder if such P&I Advance would, if made, constitute
a Nonrecoverable P&I Advance. The determination by the Master Servicer or
Special Servicer that a prior P&I Advance (or, assuming that it was still
outstanding, any Unliquidated Advance in respect thereof) that has been made
constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance, if
made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related P&I Advance Date, setting forth the basis for
such determination, together with any other information, including Appraisals
(the cost of which may be paid out of the Collection Account pursuant to Section
3.05(a)) (or, if no such Appraisal has been performed pursuant to this Section
4.03(c), a copy of an Appraisal of the related Mortgaged Property performed
within the twelve months preceding such determination), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties, engineers' reports, environmental surveys and any
similar reports that the Master Servicer may have obtained consistent with the
Servicing Standard and at the expense of the Trust Fund, that support such
determination by the Master Servicer. As soon as practical after making such
determination, the Special Servicer shall report to the Master Servicer, the
Trustee and the Fiscal Agent, the Special Servicer's determination that any P&I
Advance made with respect to any previous Distribution Date or required to be
made with respect to the next following Distribution Date with respect to any
Trust Specially Serviced Mortgage Loan or Trust REO Loan is a Nonrecoverable P&I
Advance. The Master Servicer, the Trustee and the Fiscal Agent shall act in
accordance with such determination and shall be entitled to conclusively rely on
such determination. The Trustee and the Fiscal Agent shall be entitled to rely,
conclusively, on any determination by the Master Servicer that a P&I Advance, if
made, would be a Nonrecoverable Advance (and the Trustee and the Fiscal Agent
shall rely on the Master Servicer's determination that the P&I Advance would be
a Nonrecoverable Advance if the Trustee or the Fiscal Agent determines that it
does not have sufficient time to make such determination); provided, however,
that if the Master Servicer has failed to make a P&I Advance for reasons other
than a determination by the Master Servicer or the Special Servicer that such
P&I Advance would be a Nonrecoverable Advance, the Trustee or the Fiscal Agent
shall make such Advance within the time periods required by Section 4.03(a)
unless the Trustee or the Fiscal Agent, as the case may be, in good faith makes
a determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable Advance. The Special Servicer, in determining
whether or not a P&I Advance previously made is, or a proposed P&I Advance, if
made, would be, a Nonrecoverable Advance, shall be subject to the standards
applicable to the Master Servicer hereunder.

     If the Master Servicer receives written notice that the primary party
responsible for making delinquency advances similar to P&I Advances under any
[Blackacre] Pari Passu Non-Trust Loan Securitization Agreement has determined,
in accordance with the requirements of that agreement, that any such delinquency
advance made or to be made with respect to the [Blackacre] Pari Passu Non-Trust
Loan (or any successor REO Loan with respect thereto) would not ultimately be
recoverable out of


                                     -201-
<PAGE>


collections on the [Blackacre] Pari Passu Non-Trust Loan (or such REO Loan),
then the Master Servicer shall deliver written notice to such effect to the
Trustee, the Fiscal Agent and the Depositor.

     If the Master Servicer or Special Servicer determines that any P&I Advance
made or to be made with respect to the [Blackacre] Trust Mortgage Loan (or any
successor Trust REO Loan with respect thereto) is or, if made, would be a
Nonrecoverable P&I Advance, then the Master Servicer shall notify, in writing,
its counterpart in respect of any [Blackacre] Pari Passu Non-Trust Loan Related
MBS within one (1) Business Day of such determination, which written notice
shall be accompanied by the supporting evidence for such determination. The
Master Servicer shall also notify, in writing, its counterpart in respect of any
[Blackacre] Pari Passu Non-Trust Loan Related MBS (within one (1) Business Day
of such determination) if it subsequently determines that P&I Advances made or
to be made with respect to the [Blackacre] Trust Mortgage Loan (or any successor
Trust REO Loan with respect thereto) are no longer Nonrecoverable P&I Advances.
Following a determination of nonrecoverability by the Master Servicer or the
Special Servicer or by another party responsible for making delinquency advances
similar to P&I Advances with respect to the [Blackacre] Pari Passu Non-Trust
Loan (or any successor REO Loan with respect thereto) in accordance with the
preceding paragraph, prior to the Master Servicer resuming P&I Advances with
respect to the [Blackacre] Trust Mortgage Loan (or any successor Trust REO Loan
with respect thereto), the Master Servicer shall consult with its counterpart
under the securitization of the [Blackacre] Pari Passu Non-Trust Loan regarding
whether circumstances with respect to the [Blackacre] Loan Combination have
changed such that a proposed future P&I Advance would not be a Nonrecoverable
P&I Advance.

     (d) In connection with the recovery by the Master Servicer, the Trustee or
the Fiscal Agent of any P&I Advance out of the Collection Account pursuant to
Section 3.05(a), subject to the following sentence, the Master Servicer shall be
entitled to pay itself, the Trustee or the Fiscal Agent, as the case may be, out
of any amounts then on deposit in the Collection Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
P&I Advance (to the extent made with its own funds) from the date made to but
not including the date of reimbursement, such interest to be payable first out
of Default Charges received on the related Trust Mortgage Loan or Trust REO Loan
during the Collection Period in which such reimbursement is made, then from
general collections on the Trust Mortgage Loans then on deposit in the
Collection Account; provided, however, that no interest shall accrue on any P&I
Advance made with respect to a Trust Mortgage Loan if the related Periodic
Payment is received on or prior to the Due Date of such Trust Mortgage Loan,
prior to the expiration of any applicable grace period or prior to the related
P&I Advance Date; and provided, further, that, if such P&I Advance was made with
respect to a Trust Mortgage Loan that is part of a Loan Combination or any
successor Trust REO Loan with respect thereto, then such interest on such P&I
Advance shall first be payable out of amounts on deposit in the related Loan
Combination Custodial Account in accordance with Section 3.05(e). Subject to
Section 4.03(f), the Master Servicer shall reimburse itself, the Trustee or the
Fiscal Agent, as applicable, for any outstanding P&I Advance made thereby as
soon as practicable after funds available for such purpose have been received by
the Master Servicer, and in no event shall interest accrue in accordance with
this Section 4.03(d) on any P&I Advance as to which the corresponding Late
Collection was received by the Master Servicer on or prior to the related P&I
Advance Date.

     (e) In no event shall the Master Servicer, the Trustee or the Fiscal Agent
make a P&I Advance with respect to any Non-Trust Loan.


                                     -202-
<PAGE>


     (f) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections deposited
in the Collection Account, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, at its own option, instead of
obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
immediately, may elect to refrain from obtaining such reimbursement for such
portion of the Nonrecoverable Advance during the one-month Collection Period
ending on the then-current Determination Date. If any of the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent makes such an election at
its sole option to defer reimbursement with respect to all or a portion of a
Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable in the subsequent Collection Period (subject,
again, to the same sole option to defer; it is acknowledged that, in such a
subsequent period, such Nonrecoverable Advance shall again be payable first from
principal collections as described above prior to payment from other
collections). In connection with a potential election by any of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent to refrain from
the reimbursement of a particular Nonrecoverable Advance or portion thereof
during the one-month Collection Period ending on the related Determination Date
for any Distribution Date, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as the case may be, shall further be authorized to
wait for principal collections to be received before making its determination of
whether to refrain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof until the end of such Collection Period. The foregoing shall
not, however, be construed to limit any liability that may otherwise be imposed
on such Person for any failure by such Person to comply with the conditions to
making such an election under this subsection or to comply with the terms of
this subsection and the other provisions of this Agreement that apply once such
an election, if any, has been made. Any election by any of the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent to refrain from
reimbursing itself for any Nonrecoverable Advance (together with interest
thereon) or portion thereof with respect to any Collection Period shall not be
construed to impose on any of the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as the case may be, any obligation to make such an
election (or any entitlement in favor of any Certificateholder or any other
Person to such an election) with respect to any subsequent Collection Period or
to constitute a waiver or limitation on the right of the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, to
otherwise be reimbursed for such Nonrecoverable Advance (together with interest
thereon). Any such election by any of the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent shall not be construed to impose any duty on the
other such party to make such an election (or any entitlement in favor of any
Certificateholder or any other Person to such an election). Any such election by
any such party to refrain from reimbursing itself or obtaining reimbursement for
any Nonrecoverable Advance or portion thereof with respect to any one or more
Collection Periods shall not limit the accrual of interest on such
Nonrecoverable Advance for the period prior to the actual reimbursement of such
Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the other parties to this Agreement shall have any
liability to one another or to any of the Certificateholders for any such
election that such party makes as contemplated by this subsection or for any
losses, damages or other adverse economic or other effects that may arise from
such an election, and any such election shall not, with respect to the Master
Servicer or the Special Servicer, constitute a violation of the Servicing
Standard nor, with respect to the Trustee or the Fiscal Agent, constitute a
violation of any fiduciary duty to the Certificateholders or any contractual
duty under this Agreement. Nothing herein shall give the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent the right to defer
reimbursement of a Nonrecoverable Advance


                                     -203-
<PAGE>


to the extent that principal collections then available in the Collection
Account are sufficient to reimburse such Nonrecoverable Advances pursuant to
Section 3.05(a)(vii).

     SECTION 4.04.  Allocation of Realized Losses and Additional Trust Fund
                    Expenses.

 (a) On each Distribution Date, following all distributions to be made on such
date pursuant to Section 4.01, the Trustee shall allocate to the respective
Classes of Sequential Pay Certificates as follows the aggregate of all
Realized Losses and Additional Trust Fund Expenses that were incurred at any
time following the Cut-off Date through the end of the related Collection
Period and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that
(i) the aggregate Certificate Principal Balance of the Sequential Pay
Certificates as of such Distribution Date (after taking into account all of
the distributions made on such Distribution Date pursuant to Section 4.01),
exceeds (ii) the aggregate Stated Principal Balance of, and any Unliquidated
Advances with respect to, the Mortgage Pool that will be outstanding
immediately following such Distribution Date: first, sequentially, to the
Class Q, Class P, Class N, Class M, Class L, Class K, Class J, Class H, Class
G, Class F, Class E, Class D, Class C, Class B, Class AJ and Class AM
Certificates, in that order, in each case until the remaining Class Principal
Balance thereof has been reduced to zero; and then, pro rata (based on
remaining Class Principal Balances) to the Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-SB and Class A-4 Certificates until the Class Principal
Balances thereof are reduced to zero. Any allocation of Realized Losses and
Additional Trust Fund Expenses to a Class of Sequential Pay Certificates shall
be made by reducing the Class Principal Balance thereof by the amount so
allocated. All Realized Losses and Additional Trust Fund Expenses, if any,
allocated to a Class of Sequential Pay Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. All Realized Losses and Additional Trust Fund
Expenses, if any, that have not been allocated to the Sequential Pay
Certificates as of the Distribution Date on which the aggregate Certificate
Principal Balance of the Sequential Pay Certificates has been reduced to zero,
shall be deemed allocated to the Residual Certificates.

     If and to the extent any Nonrecoverable Advances (and/or interest thereon)
that were reimbursed from principal collections on the Mortgage Pool and
previously resulted in a reduction of the Principal Distribution Amount are
subsequently recovered on the related Trust Mortgage Loan or Trust REO Loan,
then, on the Distribution Date immediately following the Collection Period in
which such recovery occurs, the respective Class Principal Balances of any
Classes of Sequential Pay Certificates to which there has been allocated
unreimbursed Realized Losses and/or Additional Trust Fund Expenses shall be
increased, in the reverse order in which Realized Losses and Additional Trust
Fund Expenses are allocated pursuant to Section 4.04(a), by the amount of any
such recoveries that are included in the Principal Distribution Amount for the
current Distribution Date; provided, however, that, in any case, the Class
Principal Balance of any such Class of Sequential Pay Certificates shall in no
event be increased by more than the amount of unreimbursed Realized Losses and
Additional Trust Fund Expenses previously allocated thereto (which unreimbursed
Realized Losses and Additional Trust Fund Expenses shall be reduced by the
amount of the increase in such Class Principal Balance); and provided, further,
that the aggregate increase in the Class Principal Balances of the respective
Classes of Sequential Pay Certificates on any Distribution Date shall not exceed
the excess, if any, of (1) the aggregate Stated Principal Balance of, and all
Unliquidated Advances with respect to, the Mortgage Pool that will be
outstanding immediately following such Distribution Date, over (2) the aggregate
of the


                                     -204-
<PAGE>


Class Principal Balances of the respective Classes of Sequential Pay
Certificates outstanding immediately following the distributions to be made on
such Distribution Date, but prior to any such increase in any of those Class
Principal Balances. If the Class Principal Balance of any Class is so increased,
the amount of unreimbursed Realized Losses and/or Additional Trust Fund Expenses
considered to be allocated to such Class shall be decreased by such amount.

     To the extent the Class Principal Balance of a Class of Sequential Pay
Certificates is increased pursuant to the second paragraph of this Section
4.04(a), the REMIC I Principal Balance (or, if applicable, the aggregate REMIC I
Principal Balance) of the Corresponding REMIC I Regular Interest(s) shall also
be so increased; [provided that, with respect to any Class of Sequential Pay
Certificates that has more than one Corresponding REMIC I Regular Interest, the
application of such additions to the REMIC I Principal Balances of the
Corresponding REMIC I Regular Interests for such Class shall be made in
descending or reverse numeric order based on the last number of their respective
alphanumeric designations, in each case up to the amount of the unreimbursed
Realized Losses and/or Additional Trust Fund Expenses previously allocated to
the subject Corresponding REMIC I Regular Interest (for example, with respect to
the Class A-1 Certificates, the application of such additions to the REMIC I
Principal Balances of REMIC I Regular Interests LA-1-1, LA-1-2, L-A-1-3 and
LA-1-4 shall be allocated, first, to REMIC I Regular Interest LA-1-4 up to the
amount of the unreimbursed Realized Losses and/or Additional Trust Fund Expenses
previously allocated to it, second, to REMIC I Regular Interest LA-1-3 up to the
amount of the unreimbursed Realized Losses and/or Additional Trust Fund Expenses
previously allocated to it, third, to REMIC I Regular Interest LA-1-2 up to the
amount of the unreimbursed Realized Losses and/or Additional Trust Fund Expenses
previously allocated to it, and then, to REMIC I Regular Interest LA-1-1)]. If
the REMIC I Principal Balance of any REMIC I Regular Interest is so increased,
the amount of unreimbursed Realized Losses and/or Additional Trust Fund Expenses
considered to be allocated to such REMIC I Regular Interest shall be decreased
by such amount.

     (b) If the Class Principal Balance of any Class of Sequential Pay
Certificates is reduced on any Distribution Date pursuant to Section 4.04(a),
then the REMIC I Principal Balance of such Class' Corresponding REMIC I Regular
Interest (or, if applicable, the aggregate REMIC I Principal Balance of such
Class' Corresponding REMIC I Regular Interests) shall be deemed to have first
been reduced by the exact same amount. [If a Class of Sequential Pay
Certificates has two or more Corresponding REMIC I Regular Interests, then the
respective REMIC I Principal Balances of such Corresponding REMIC I Regular
Interests shall be reduced as contemplated by the preceding sentence in the same
sequential order that principal distributions are deemed made on such
Corresponding REMIC I Regular Interests pursuant to Section 4.01(h), such that
no reduction shall be made in the REMIC I Principal Balance of any such
Corresponding REMIC I Regular Interest pursuant to this Section 4.04(b) until
the REMIC I Principal Balance of each other such Corresponding REMIC I Regular
Interest, if any, with an alphanumeric designation that ends in a lower number,
has been reduced to zero (for example, with respect to the Class A-1
Certificates, each such reduction shall be allocated first to REMIC I Regular
Interest LA-1-1 until its REMIC I Principal Balance is reduced to zero, then to
REMIC I Regular Interest LA-1-2 until its REMIC I Principal Balance is reduced
to zero, then to REMIC I Regular Interest LA-1-3 until its REMIC I Principal
Balance is reduced to zero, and then to REMIC I Regular Interest LA-1-4)].


                                     -205-
<PAGE>


     SECTION 4.05. Calculations.

     The Trustee shall, provided it receives the necessary information from the
Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01, Section 5.02(d) and Article
IX and the actual and deemed allocations of Realized Losses, Additional Trust
Fund Expenses and other items to be made pursuant to Section 4.04. The Trustee
shall calculate the Available Distribution Amount for each Distribution Date and
shall allocate such amount among Certificateholders in accordance with this
Agreement, and the Trustee shall have no obligation to recompute, recalculate or
verify any information provided to it by the Special Servicer or Master
Servicer. The calculations by the Trustee of such amounts shall, in the absence
of manifest error, be presumptively deemed to be correct for all purposes
hereunder.

     SECTION 4.06. Use of Agents.

     The Master Servicer, the Trustee or the Fiscal Agent may at its own expense
utilize agents or attorneys-in-fact in performing any of its obligations under
this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Trustee or the Fiscal Agent
from any of such obligations or liabilities, and the Master Servicer, the
Trustee or the Fiscal Agent, as applicable, shall remain responsible for all
acts and omissions of any such agent or attorney-in-fact (other than with
respect to limited powers-of-attorney delivered by the Trustee to the Master
Servicer or Special Servicer pursuant to Section 2.03(b) and 3.01(b), as
applicable, in which case the Trustee shall have no such responsibility).


                                     -206-
<PAGE>


                                   ARTICLE V

                               THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7 and A-8, as applicable;
provided that any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03 beneficial ownership interests in the
Regular Certificates shall initially be held and transferred through the
book-entry facilities of the Depository. The Regular Certificates will be
issuable only in denominations corresponding to initial Certificate Principal
Balances or initial Certificate Notional Amounts, as the case may be, as of the
Closing Date of not less than $25,000 in the case of the Registered Certificates
(or, in the case of the Class XP Certificates, not less than $100,000) and not
less than $100,000 in the case of Non-Registered Certificates (other than the
Residual Certificates and the Class Z Certificates), and in each such case in
integral multiples of $1 in excess thereof. The Class R-I and Class R-II
Certificates will be issuable in minimum Percentage Interests of 10%. The Class
Z Certificates shall have no minimum denomination and shall be represented by a
single Definitive Certificate.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

     SECTION 5.02. Registration of Transfer and Exchange of Certificates.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at [Name of
Trustee], ______________________________, Attention: _______________________)
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee is hereby initially
appointed (and hereby agrees to act in accordance with the terms hereof) as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written


                                     -207-
<PAGE>


instrument delivered to the Depositor, the Master Servicer, the Special Servicer
and (if the Trustee is not the Certificate Registrar) the Trustee, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.

     Upon written request of any Certificateholder made for purposes of
communicating with other Certificateholders with respect to their rights under
this Agreement, the Certificate Registrar shall promptly furnish such
Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

     (b) No Transfer of any Non-Registered Certificate or interest therein shall
be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Non-Registered Certificates or a Transfer of such
Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated
or any of their respective Affiliates or, in the case of a Global Certificate
for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03), then the Certificate Registrar shall refuse to register such
Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transfer substantially in the form attached hereto as Exhibit E-1 and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached hereto either as Exhibit E-2A or, except in the case of the
Class R-I, Class R-II or Class Z Certificates, as Exhibit E-2B; or (ii) an
Opinion of Counsel satisfactory to the Trustee to the effect that the
prospective Transferee is a Qualified Institutional Buyer or, except in the case
of the Class R-I, Class R-II or Class Z Certificates, an Institutional
Accredited Investor, and such Transfer may be made without registration under
the Securities Act (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the
REMIC Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

     If a Transfer of any interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the


                                     -208-
<PAGE>


form attached hereto as Exhibit E-2C, or (ii) an Opinion of Counsel to
the effect that the prospective Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as provided in the following paragraph, no interest in the Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If any Transferee of an interest
in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the Opinion of Counsel or the certification described in the second
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit E-2C hereto are, with
respect to the subject Transfer, true and correct.

     Notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with this Agreement to the applicable Transferee.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Initial Purchasers, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the REMIC
Administrator and the Certificate Registrar against any liability that may
result if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

     (c) No Transfer of a Certificate or any interest therein shall be made (i)
to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the


                                     -209-
<PAGE>


imposition of an excise tax under Section 4975 of the Code. The foregoing
sentence notwithstanding, no Transfer of the Class Z, Class R-I and R-II
Certificates shall be made to a Plan or to a Person who is directly or
indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan. Except in
connection with the initial issuance of the Non-Registered Certificates or any
Transfer of a Non-Registered Certificate or any interest therein by the
Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, any Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03, the Certificate Registrar shall refuse to register the Transfer of a
Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be required to obtain from its prospective Transferee, one of the following: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) alternatively, except in the case of the Class Z, Class R-I and Class R-II
Certificates, a certification to the effect that the purchase and holding of
such Certificate or interest therein by such prospective Transferee is exempt
from the prohibited transaction provisions of Sections 406 and 407 of ERISA and
the excise taxes imposed on such prohibited transactions by Section 4975 of the
Code, by reason of Sections I and III of Prohibited Transaction Class Exemption
95-60; or (iii) alternatively, but only in the case of a Non-Registered
Certificate that is an Investment Grade Certificate that is being acquired by or
on behalf of a Plan in reliance on the Exemption, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, the Fiscal
Agent, any Person responsible for servicing the [Blackacre] Trust Mortgage Loan
or related [Blackacre] REO Property, any Exemption-Favored Party or any
Mortgagor with respect to Trust Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Trust Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees that is a Plan a written
representation that such Transferee satisfies the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that is
a Plan a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
alternatively, except in the case of the Class R-I and Class R-II Certificates,
a certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. It is hereby acknowledged that the
forms of certification attached hereto as Exhibit F-1 (in the case of Definitive
Non-Registered Certificates) and Exhibit F-2 (in the case of ownership interests
in Book-Entry Non-Registered Certificates) are acceptable for purposes of the
preceding sentence. If any Transferee of a Certificate (including a Registered
Certificate) or any interest therein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (in the case of a Definitive
Certificate) or the Transferor (in the case of ownership interests in a
Book-Entry Certificate) any certification and/or Opinion of Counsel contemplated
by the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that either: (i) such Transferee is not a Plan and is
not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) the purchase and holding of such Certificate or interest therein by such
Transferee is exempt from the prohibited transaction provisions of


                                     -210-
<PAGE>


Sections 406 and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Section 4975 of the Code.

          (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)(A) below to deliver payments to a Person other than such Person and to
     have irrevocably authorized the Trustee under clause (ii)(B) below to
     negotiate the terms of any mandatory disposition and to execute all
     instruments of Transfer and to do all other things necessary in connection
     with any such disposition. The rights of each Person acquiring any
     Ownership Interest in a 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 REMIC Administrator and the
                    Trustee of any change or impending change in its status as a
                    Permitted Transferee.

               (B)  In connection with any proposed Transfer of any Ownership
                    Interest in a Residual Certificate, the Certificate
                    Registrar shall require delivery to it, and shall not
                    register the Transfer of any Residual Certificate until its
                    receipt, of an affidavit and agreement substantially in the
                    form attached hereto as Exhibit G-1 (a "Transfer Affidavit
                    and Agreement"), from the proposed Transferee, representing
                    and warranting, among other things, that such Transferee is
                    a Permitted Transferee, that it is not acquiring its
                    Ownership Interest in the 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 a Responsible Officer of either the Trustee or the
                    Certificate Registrar has actual knowledge that the proposed
                    Transferee is not a Permitted Transferee, no Transfer of an
                    Ownership Interest in a Residual Certificate to such
                    proposed Transferee shall be effected.

               (D)  Each Person holding or acquiring any Ownership Interest in a
                    Residual Certificate shall agree (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 G-2
                    stating that, among other things, it has no actual knowledge
                    that such prospective Transferee is not a Permitted
                    Transferee.


                                     -211-
<PAGE>


               (E)  Each Person holding or acquiring an Ownership Interest in a
                    Residual Certificate, by purchasing such Ownership Interest,
                    agrees to give the REMIC Administrator and the Trustee
                    written notice that it is a "pass-through interest holder"
                    within the meaning of temporary Treasury regulations Section
                    1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
                    Interest in a Residual Certificate, if it is, or is holding
                    an Ownership Interest in a Residual Certificate on behalf
                    of, a "pass-through interest holder".

          (ii) (A) 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 Depositor, the Trustee 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.

          (B) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the restrictions in this Section 5.02(d), then,
     to the extent that the retroactive restoration of the rights of the
     preceding Holder of such Residual Certificate as described in clause
     (ii)(A) above shall be invalid, illegal or unenforceable, the Trustee shall
     have the right but not the obligation, to cause the Transfer of such
     Residual Certificate to a Permitted Transferee selected by the Trustee on
     such terms as the Trustee may choose, and the Trustee shall not be liable
     to any Person having an Ownership Interest in such Residual Certificate as
     a result of the Trustee's exercise of such discretion. Such purported
     Transferee shall promptly endorse and deliver such Residual Certificate in
     accordance with the instructions of the Trustee. Such Permitted Transferee
     may be the Trustee itself or any Affiliate of the Trustee.

          (iii) The REMIC Administrator shall make available to the Internal
     Revenue Service and to those Persons specified by the REMIC Provisions all
     information furnished to it by the other parties hereto that is necessary
     to compute any tax imposed (A) as a result of the Transfer of an Ownership
     Interest in a Residual Certificate to any Person who is a Disqualified
     Organization, including the information described in Treasury Regulations
     Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
     inclusions" of such Residual Certificate and (B) as a result of any
     regulated investment company, real estate investment trust, common trust
     fund, partnership, trust, estate or organization described in Section 1381
     of the Code that holds an Ownership Interest in a Residual Certificate
     having as among its record holders at any time any Person which is a
     Disqualified Organization, and each of the other parties hereto shall
     furnish to the REMIC Administrator all information in its possession
     necessary for the REMIC Administrator to discharge such obligation. The
     Person holding such Ownership Interest shall be responsible for the
     reasonable compensation of the REMIC Administrator for providing such
     information thereto pursuant to this subsection (d)(iii) and Section
     10.01(g)(i).


                                     -212-
<PAGE>



          (iv) The provisions of this Section 5.02(d) set forth prior to this
     clause (iv) may be modified, added to or eliminated, provided that there
     shall have been delivered to the Trustee and the REMIC Administrator the
     following:

               (A)  written confirmation from each Rating Agency to the effect
                    that the modification of, addition to or elimination of such
                    provisions will not cause an Adverse Rating Event; and

               (B)  an Opinion of Counsel, in form and substance satisfactory to
                    the Trustee and the REMIC Administrator, obtained at the
                    expense of the party seeking such modification of, addition
                    to or elimination of such provisions (but in no event at the
                    expense of the Trustee, the REMIC Administrator or the Trust
                    Fund), to the effect that doing so will not (1) cause REMIC
                    I or REMIC II to cease to qualify as a REMIC or be subject
                    to an entity-level tax caused by the Transfer of any
                    Residual Certificate to a Person which is not a Permitted
                    Transferee, or (2) cause a Person other than the prospective
                    Transferee to be subject to a REMIC-related tax caused by
                    the Transfer of a Residual Certificate to a Person that is
                    not a Permitted Transferee.

     (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the 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 applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

     (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

     (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

     (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.


                                     -213-
<PAGE>


     (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

     (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

     (k) Upon request, the Certificate Registrar shall provide to the Master
Servicer, the Special Servicer and the Depositor notice of each transfer of a
Certificate and shall provide to each such Person with an updated copy of the
Certificate Register.

     SECTION 5.03. Book-Entry Certificates.

     (a) Each Class of Regular Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided in Section 5.03(c) and in the fifth paragraph of Section
5.02(b), a Transfer of such Certificates may not be registered by the
Certificate Registrar unless such transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and Transfer
their respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be entitled to
definitive, fully registered Certificates ("Definitive Certificates") in respect
of such Ownership Interests. The Class XC, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates
initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in
reliance on another exemption from the registration requirements of the
Securities Act shall, in the case of each such Class, be represented by the Rule
144A Global Certificate for such Class, which shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository. All Transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing each such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures. Each
Certificate Owner is deemed, by virtue of its acquisition of an Ownership
Interest in the applicable Class of Book-Entry Certificates, to agree to comply
with the transfer requirements provided for in Section 5.02.

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the 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


                                     -214-
<PAGE>


establish a reasonable record date in connection with solicitations of consents
from or voting by Certificateholders and shall give notice to the Depository of
such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

     (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinated
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

     SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this Section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


                                     -215-
<PAGE>


     SECTION 5.05. Persons Deemed Owners.

     Prior to due presentment for registration of transfer, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar
and any agent of any of them may treat the Person in whose name any Certificate
is registered as of the related Record Date as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and may treat
the person in whose name each Certificate is registered as of the relevant date
of determination as owner of such Certificate for all other purposes whatsoever
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary.


                                     -216-
<PAGE>


                                   ARTICLE VI

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

     SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer.

     The Depositor, the Master Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

     SECTION 6.02. Merger, Consolidation or Conversion of Depositor or Master
                   Servicer or Special Servicer.

     Subject to the following paragraph, the Depositor, the Master Servicer and
the Special Servicer shall each keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation 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 Trust Mortgage
Loans and to perform its respective duties under this Agreement.

     The Depositor, the Master Servicer or the Special Servicer may be merged or
consolidated with or into any Person (other than the Trustee), or transfer all
or substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as evidenced in writing by the Rating Agencies, such
succession will not result in an Adverse Rating Event and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

     SECTION 6.03. Limitation on Liability of the Depositor, the Master
                   Servicer, the Special Servicer and Others.

     (a) None of the Depositor, the Master Servicer, the Special Servicer nor
any of the Affiliates, directors, partners, members, managers, shareholders,
officers, employees or agents of any of them shall be under any liability to the
Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any
other Person for any action taken, or for refraining from the taking of any
action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer, the Special Servicer nor any of the Affiliates, directors,
partners, members, managers, shareholders, officers, employees or agents of any
of them against any liability to the Trust Fund, the Trustee, the
Certificateholders or any other Person for the breach of warranties or
representations made herein by such party, or against any expense or liability


                                     -217-
<PAGE>


specifically required to be borne by such party without right of reimbursement
pursuant to the terms hereof, or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of its obligations or duties hereunder or negligent disregard of
such obligations or duties. The Depositor, the Master Servicer, the Special
Servicer and any director, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder.

     The Depositor, the Master Servicer, the Special Servicer, and any
Affiliate, director, shareholder, member, partner, manager, officer, employee or
agent of any of the foregoing shall be indemnified and held harmless by the
Trust Fund out of the Collection Account or the Distribution Account, as
applicable in accordance with Section 3.05, against any loss, liability or
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim relating to this Agreement, the Mortgage Loans or
the Certificates (including, without limitation, the distribution or posting of
reports or other information as contemplated by this Agreement), other than any
loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof or that would otherwise constitute a Servicing
Advance; (ii) incurred in connection with any breach of a representation or
warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties
hereunder or negligent disregard of such obligations or duties; or (iv) incurred
in connection with any violation by any of them of any state or federal
securities law; provided, however, that if and to the extent that a Loan
Combination and/or a related Non-Trust Noteholder is involved, such expenses,
costs and liabilities shall be payable out of the related Loan Combination
Custodial Account pursuant to Section 3.05(e) and, if and to the extent not
solely attributable to a related Non-Trust Loan (or any successor REO Loan with
respect thereto), shall also be payable out of the Collection Account if amounts
on deposit in the related Loan Combination Custodial Account are insufficient
therefor; and provided, further, that in making a determination as to whether
any such indemnity is solely attributable to a Non-Trust Loan (or any successor
REO Loan with respect thereto), the fact that any related legal action was
instituted by such Non-Trust Noteholder shall not create a presumption that such
indemnity is solely attributable thereto.

     (b) None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement and, unless it is specifically
required to bear the costs thereof, that in its opinion may involve it in any
expense or liability for which it is not reasonably assured of reimbursement by
the Trust; provided, however, that the Depositor, the Master Servicer or the
Special Servicer may in its discretion undertake any such action, proceeding,
hearing or examination that it may deem necessary or desirable with respect to
the enforcement and/or protection of the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, the
reasonable legal fees, expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Pool on deposit in the Collection Account as
provided by Section 3.05(a); provided, however, that if a Loan Combination is
involved, such expenses, costs and liabilities shall be payable out of the
related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if
and to the extent not solely attributable to a related Non-Trust Loan (or any
successor REO Loan with respect thereto), shall also be payable out of the
Collection Account if amounts on deposit in the related Loan Combination
Custodial Account are


                                     -218-
<PAGE>


insufficient therefor, and provided, further, that in making a determination as
to whether any such expenses, costs and liabilities are solely attributable to a
Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that
any related legal action was instituted by such Non-Trust Noteholder shall not
create a presumption that such expenses, costs and liabilities are solely
attributable thereto.

     In no event shall the Master Servicer or the Special Servicer be liable or
responsible for any action taken or omitted to be taken by the other of them or
by the Depositor, the Trustee or any Certificateholder, subject to the
provisions of Section 8.05(b).

     (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee and any Affiliate,
director, officer, employee or agent thereof, and hold it harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. The Master Servicer and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article XI, (iii) the defeasance of any Trust Defeasance
Mortgage Loan or (iv) any matter involving legal proceedings with a Mortgagor.

     The Trustee shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans entitling the Trust Fund or the Trustee to
indemnification hereunder, whereupon the Master Servicer or Special Servicer, as
the case may be, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer or Special
Servicer, as the case may be, shall not affect any rights that the Trust Fund or
the Trustee, as the case may be, may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's or Special Servicer's, as
the case may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the indemnifying party.

     The Depositor shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans entitling the Depositor to indemnification
hereunder, whereupon the Master Servicer or Special Servicer, as the case may
be, shall assume the defense of such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Master Servicer or Special Servicer, as the
case may be, shall not affect any rights that the Depositor may have to
indemnification under this Agreement or otherwise, unless the Master Servicer's
or Special Servicer's, as the case may be, defense of such claim is materially
prejudiced thereby. The indemnification


                                     -219-
<PAGE>


provided herein shall survive the termination of this Agreement and the
termination or resignation of the indemnifying party.

     The Depositor agrees to indemnify the Master Servicer, the Special Servicer
and the Trustee and any Affiliate, director, officer, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related out-of-pocket costs,
judgments, and any other out-of-pocket costs, liabilities, fees and expenses
that any of them may sustain arising from or as a result of any breach of
representations and warranties or the willful misfeasance, bad faith or
negligence of the Depositor in the performance of the Depositor's obligations
and duties under this Agreement. The Master Servicer, the Special Servicer or
the Trustee, as applicable, shall immediately notify the Depositor if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans
entitling it to indemnification hereunder, whereupon the Depositor shall assume
the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights that any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement.

     The Trustee agrees to indemnify the Master Servicer, the Special Servicer
and the Depositor and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties made by it herein or as a result of any
willful misfeasance, bad faith or negligence of the Trustee in the performance
of its obligations and duties under this Agreement or the negligent disregard by
the Trustee of its duties and obligations hereunder. The Depositor, Master
Servicer or the Special Servicer, as applicable, shall immediately notify the
Trustee if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling it to indemnification hereunder, whereupon the
Trustee shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Trustee shall not affect any
rights that any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the
indemnifying party.

     SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

     The Master Servicer and, subject to Section 6.09, the Special Servicer may
each resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the


                                     -220-
<PAGE>


Opinion of Counsel delivered pursuant to the prior sentence so states, no such
resignation shall become effective until the Trustee or other successor shall
have assumed the responsibilities and obligations of the resigning party in
accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time provided that (i) a willing successor thereto has been
found by the Master Servicer or Special Servicer, as applicable, (ii) each of
the Rating Agencies confirms in writing that the resignation and the successor's
appointment will not result in an Adverse Rating Event, (iii) the resigning
party pays all costs and expenses in connection with such resignation and the
resulting transfer of servicing, and (iv) the successor accepts appointment
prior to the effectiveness of such resignation and agrees in writing to be bound
by the terms and conditions of this Agreement. Neither the Master Servicer nor
the Special Servicer shall be permitted to resign except as contemplated above
in this Section 6.04.

     Consistent with the foregoing, neither the Master Servicer nor the Special
Servicer shall, except as expressly provided herein, assign or transfer any of
its rights, benefits or privileges hereunder (except for the assignment or other
transfer of the right to receive the Excess Servicing Strip) to any other
Person, or, except as provided in Sections 3.22 and 4.06, delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee
(except as expressly contemplated by Section 3.11(a)), the Special Servicing
Fee, any Workout Fee (except as expressly contemplated by Section 3.11(c))
and/or any Principal Recovery Fee, as applicable, that accrues pursuant hereto
from and after the date of such transfer shall be payable to such successor.

     SECTION 6.05. Rights of Depositor and Trustee in Respect of Master Servicer
                   and the Special Servicer.

     The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee and, provided, further, that the Depositor may not
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.


                                     -221-
<PAGE>


     SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate
                   with Trustee.

     The Depositor, the Master Servicer and the Special Servicer shall each (to
the extent not already furnished under this Agreement) furnish such reports,
certifications and information (including, with regard to the Master Servicer,
the identity of any Non-Trust Noteholder) as are reasonably requested by the
Trustee in order to enable it to perform its duties hereunder.

     SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
                   Master Servicer.

     The Depositor, the Special Servicer and the Trustee shall each (to the
extent not already furnished under this Agreement) furnish such reports,
certifications and information as are reasonably requested by the Master
Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                   Special Servicer.

     The Depositor, the Master Servicer, and the Trustee shall each (to the
extent not already furnished under this Agreement) furnish such reports,
certifications and information as are reasonably requested by the Special
Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.09. Designation of Special Servicer by the Controlling Class;
                   Termination of Special Servicer With Respect to [Blackacre]
                   Trust Mortgage Loan.

     The Holder or Holders (or, in the case of Book-Entry Certificates, the
Certificate Owner or Certificate Owners) of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class may at any time
and from time to time designate a Person meeting the requirements set forth in
Section 6.04 (including, without limitation, Rating Agency confirmation) to
serve as Special Servicer hereunder and to replace any existing Special Servicer
or any Special Servicer that has resigned or otherwise ceased to serve as
Special Servicer; provided that such Holder or Holders (or such Certificate
Owner or Certificate Owners, as the case may be) shall pay all costs related to
the transfer of servicing if the Special Servicer is replaced other than due to
an Event of Default. Such Holder or Holders (or such Certificate Owner or
Certificate Owners, as the case may be) of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class shall so
designate a Person to serve as replacement Special Servicer by the delivery to
the Trustee, the Master Servicer and the existing Special Servicer of a written
notice stating such designation. The Trustee shall, promptly after receiving any
such notice, deliver to the Rating Agencies an executed Notice and
Acknowledgment in the form attached hereto as Exhibit H-1. If such Holder or
Holders (or such Certificate Owner or Certificate Owners, as the case may be) of
the Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class have not replaced the Special Servicer within 30 days of such
Special Servicer's resignation or the date such Special Servicer has ceased to
serve in such capacity, the Trustee shall designate a successor Special Servicer
meeting the requirements set forth in Section 6.04. Any designated Person shall
become the Special Servicer, subject to satisfaction of the other conditions set
forth below, on the date that the Trustee shall have received written
confirmation from all of the Rating Agencies that the appointment of such Person
will not result in an Adverse Rating Event. The appointment of such designated
Person as Special Servicer shall also be subject to receipt by the Trustee


                                     -222-
<PAGE>


of (1) an Acknowledgment of Proposed Special Servicer in the form attached
hereto as Exhibit H-2, executed by the designated Person, and (2) an Opinion of
Counsel (at the expense of the Person designated to become the Special Servicer)
to the effect that the designation of such Person to serve as Special Servicer
is in compliance with this Section 6.09 and all other applicable provisions of
this Agreement, that upon the execution and delivery of the Acknowledgment of
Proposed Special Servicer the designated Person shall be bound by the terms of
this Agreement, and subject to customary limitations, that this Agreement shall
be enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that the resigning Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, and it shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such resignation. Such
resigning Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the termination of the resigning Special
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer (within two Business Days of the terminated Special Servicer
receiving notice from the Trustee that all conditions to the appointment of the
replacement Special Servicer hereunder have been satisfied) to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the Collection
Account or the applicable REO Account or should have been delivered to the
Master Servicer or that are thereafter received with respect to Specially
Serviced Mortgage Loans and REO Properties.

     Notwithstanding the foregoing, if the [Blackacre] Loan Combination is being
serviced hereunder pursuant to Section 3.28, and if the Mortgage Loans
comprising the [Blackacre] Loan Combination become Specially Serviced Mortgage
Loans, the [Blackacre] Controlling Subordinate Noteholder may make a single
request if it had not made such a request (that was effected) under the [Other
Series] Pooling and Servicing Agreement, during the term of all the [Blackacre]
Subordinate Non-Trust Loans, that the Special Servicer be terminated without
cause with respect to the [Blackacre] Loan Combination. In such event, the
Holder or Holders (or, in the case of Book-Entry Certificates, the Certificate
Owner or Certificate Owners) of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class shall designate a Person,
subject to the consent of the [Blackacre] Controlling Subordinate Noteholder
(which consent shall not be unreasonably withheld or delayed) meeting the
requirements set forth in Section 6.04 (including, without limitation, Rating
Agency confirmation) to replace such terminated Special Servicer; provided that
the [Blackacre] Controlling Subordinate Noteholder shall pay all costs related
to the transfer of servicing. Such Holder or Holders (or such Certificate Owner
or Certificate Owners, as the case may be) of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class shall so
designate a Person to serve as replacement Special Servicer with respect to the
[Blackacre] Loan Combination by the delivery to the Trustee, the Master Servicer
and the existing Special Servicer of a written notice stating such designation.
The Trustee shall, promptly after receiving any such notice, deliver to the
Rating Agencies an executed Notice and Acknowledgment in the form attached
hereto as Exhibit H-1. Any designated Person shall become the Special Servicer
with respect to the [Blackacre] Loan Combination, subject to satisfaction of the
other conditions set forth below, on the date that the Trustee shall have
received written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in an Adverse Rating Event. The
appointment of such designated Person as Special Servicer shall also be subject
to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer
in the form attached hereto as Exhibit H-2, executed by the designated Person,
and (2) an Opinion of Counsel (at the expense of the Person designated to become
the Special Servicer or of the [Blackacre] Controlling


                                     -223-
<PAGE>


Subordinate Noteholder) to the effect that the designation of such Person to
serve as Special Servicer is in compliance with this Section 6.09 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer the designated Person shall be
bound by the terms of this Agreement, and subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Any existing Special Servicer shall be deemed to have resigned
simultaneously with respect to the [Blackacre] Loan Combination upon such
designated Person's becoming the Special Servicer with respect to the
[Blackacre] Loan Combination hereunder; provided, however, that 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
resignation in respect of the [Blackacre] Loan Combination, and it shall
continue to be entitled to the benefits of Section 6.03 with respect to the
[Blackacre] Loan Combination notwithstanding any such resignation. Such
resigning Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the termination of the resigning Special
Servicer's responsibilities and rights hereunder with respect to the [Blackacre]
Loan Combination, including, without limitation, the transfer (within two
Business Days of the terminated Special Servicer receiving notice from the
Trustee that all conditions to the appointment of the replacement Special
Servicer hereunder have been satisfied) to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the Collection Account or the
applicable REO Account or should have been delivered to the Master Servicer or
that are thereafter received with respect to the [Blackacre] Loan Combination
and any related REO Property.

     If a replacement special servicer is appointed with respect to the
[Blackacre] Loan Combination at the request of the [Blackacre] Controlling
Subordinate Noteholder in accordance with this Section 6.09 (any such
replacement special servicer, the "[Blackacre] Special Servicer"), with the
result that there are multiple parties acting as Special Servicer hereunder,
then, unless the context clearly requires otherwise: (i) when used in the
context of imposing duties and obligations on the Special Servicer hereunder or
the performance of such duties and obligations, the term "Special Servicer"
shall mean the [Blackacre] Special Servicer, insofar as such duties and
obligations relate to the [Blackacre] Loan Combination, and shall mean the
General Special Servicer (as defined below), in all other cases (provided that
in Section 3.13, Section 3.14 and Section 3.15, the term "Special Servicer"
shall mean the [Blackacre] Special Servicer and the General Special Servicer);
(ii) when used in the context of identifying the recipient of any information,
funds, documents, instruments and/or other items, the term "Special Servicer"
shall mean the [Blackacre] Special Servicer, insofar as such information, funds,
documents, instruments and/or other items relate to the [Blackacre] Loan
Combination, and shall mean the General Special Servicer, in all other cases;
(iii) when used in the context of granting the Special Servicer the right to
purchase Trust Defaulted Mortgage Loans pursuant to Section 3.18, the term
"Special Servicer" shall mean the [Blackacre] Special Servicer, if such Trust
Defaulted Mortgage Loan is part of the [Blackacre] Loan Combination, and shall
mean the General Special Servicer, in all other cases; (iv) when used in the
context of granting the Special Servicer the right to purchase all of the Trust
Mortgage Loans and any REO Properties remaining in the Trust Fund pursuant to
Section 9.01, the term "Special Servicer" shall mean the General Special
Servicer only; (v) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean both the [Blackacre] Special Servicer and
the General Special Servicer; and (vi) when used in the context of requiring
indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant
hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of
such duties and obligations or otherwise


                                     -224-
<PAGE>


holding the Special Servicer responsible for any of the foregoing, the term
"Special Servicer" shall mean the [Blackacre] Special Servicer or the General
Special Servicer, as applicable. References in this Section 6.09 to "General
Special Servicer" means the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of the [Blackacre]
Loan Combination if a [Blackacre] Special Servicer has been appointed in respect
thereof).

     SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                   Certificate.

     The Master Servicer or an Affiliate of the Master Servicer or the Special
Servicer or an Affiliate of the Special Servicer may become the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as set forth in the definition of "Certificateholder")
the same rights it would have if it were not the Master Servicer or the Special
Servicer or an Affiliate thereof. If, at any time during which the Master
Servicer or the Special Servicer or an Affiliate of the Master Servicer or the
Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate, the Master Servicer or the
Special Servicer proposes to take action (including for this purpose, omitting
to take action) that (i) is not expressly prohibited by the terms hereof and
would not, in the Master Servicer's or the Special Servicer's good faith
judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless,
in the Master Servicer's or the Special Servicer's reasonable, good faith
judgment, be considered by other Persons to violate the Servicing Standard, then
the Master Servicer or the Special Servicer may (but need not) seek the approval
of the Certificateholders to such action by delivering to the Trustee a written
notice that (a) states that it is delivered pursuant to this Section 6.10, (b)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer, as appropriate, and (c) describes in
reasonable detail the action that the Master Servicer or the Special Servicer
proposes to take. The Trustee, upon receipt of such notice, shall forward it to
the Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate), together with such
instructions for response as the Trustee shall reasonably determine. If at any
time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its
Affiliates, as appropriate) shall have failed to object in writing to the
proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within 30 days,
such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.

     SECTION 6.11. The Controlling Class Representative.

     (a) Subject to Section 6.11(b), the Controlling Class Representative will
be entitled to advise the Special Servicer with respect to the following actions
of the Special Servicer with respect to the Serviced Trust Mortgage Loans and
any Administered REO Properties, and notwithstanding anything herein to the
contrary except as necessary or advisable to avoid an Adverse REMIC Event and
except as set forth in, and in any event subject to, Section 6.11(b), the
Special Servicer will not be permitted to take (or permit the Master Servicer to
take) any of the following actions with respect to the


                                     -225-
<PAGE>


Serviced Trust Mortgage Loans and any Administered REO Properties as to which
the Controlling Class Representative has objected in writing within 10 Business
Days of being notified in writing thereof, which notification with respect to
the action described in clauses (vi) and (viii) below shall be copied by the
Special Servicer to the Master Servicer (provided that if such written objection
has not been received by the Special Servicer within such 10 Business Day
period, then the Controlling Class Representative's approval will be deemed to
have been given):

          (i) any foreclosure upon or comparable conversion (which may include
     acquisitions of an Administered REO Property) of the ownership of
     properties securing such of the Trust Specially Serviced Mortgage Loans as
     come or have come into and continue in default;

          (ii) any modification or consent to a modification of a material term
     of a Serviced Trust Mortgage Loan (excluding the waiver of any due-on-sale
     or due-on-encumbrance clause, as set forth in clause (vii) below),
     including the timing of payments or a modification consisting of the
     extension of the maturity date of a Serviced Trust Mortgage Loan;

          (iii) any proposed sale of any Serviced Trust Defaulted Mortgage Loan
     or any Administered REO Property (other than in connection with the
     termination of the Trust Fund or, in the case of a Serviced Trust Defaulted
     Mortgage Loan, pursuant to Section 3.18) for less than the Purchase Price
     of the subject Serviced Trust Defaulted Mortgage Loan or related Trust REO
     Loan, as applicable;

          (iv) any determination to bring an Administered REO Property into
     compliance with applicable environmental laws or to otherwise address
     Hazardous Materials located at an Administered REO Property;

          (v) any release of material real property collateral for any Serviced
     Trust Mortgage Loan, other than (A) where the release is not conditioned
     upon obtaining the consent of the lender or certain specified conditions
     being satisfied, (B) upon satisfaction of that Serviced Trust Mortgage
     Loan, (C) in connection with a pending or threatened condemnation action or
     (D) in connection with a full or partial defeasance of that Serviced Trust
     Mortgage Loan;

          (vi) any acceptance of substitute or additional real property
     collateral for any Serviced Trust Mortgage Loan (except where the
     acceptance of the substitute or additional collateral is not conditioned
     upon obtaining the consent of the lender, in which case only notice to the
     Controlling Class Representative will be required);

          (vii) any waiver of a due-on-sale or due-on-encumbrance clause in any
     Serviced Trust Mortgage Loan;

          (viii) any releases of earn-out reserves or related letters of credit
     with respect to a Mortgaged Property securing a Serviced Trust Mortgage
     Loan (other than where the release is not conditioned upon obtaining the
     consent of the lender, in which case only notice to the Controlling Class
     Representative will be required, it being understood and agreed that for
     purposes of this Agreement, the release of earnout reserves shall mean the
     disbursement or funding to a Mortgagor of previously unfunded, escrowed or
     otherwise reserved portions of the loan proceeds of the applicable Mortgage
     Loan until certain conditions precedent thereto relating to the
     satisfaction of performance related criteria (i.e. project reserve
     thresholds, lease-up


                                     -226-
<PAGE>


     requirements, sales requirements, etc.), as set forth in the applicable
     Mortgage Loan documents have been satisfied);

          (ix) any termination or replacement, or consent to the termination or
     replacement, of a property manager with respect to any Serviced Mortgaged
     Property or any termination or change, or consent to the termination or
     change, of the franchise for any Serviced Mortgaged Property operated as a
     hospitality property (other than where the action is not conditioned upon
     obtaining the consent of the lender, in which case only prior notice to the
     Controlling Class Representative will be required);

          (x) any determination that an insurance-related default in respect of
     a Serviced Trust Mortgage Loan is an Acceptable Insurance Default or that
     earthquake or terrorism insurance is not available at commercially
     reasonable rates; and

          (xi) any waiver of insurance required under the related Mortgage Loan
     documents for a Serviced Trust Mortgage Loan (except as contemplated in
     clause (x) above);

provided that, with respect to any Serviced Trust Mortgage Loan (other than a
Trust Specially Serviced Mortgage Loan), the 10 Business Days within which the
Controlling Class Representative must object to any such action shall not
exceed by more than five Business Days the 10 Business Day period the Special
Servicer has to object to the Master Servicer taking such action as set forth
in Sections 3.02, 3.08 and 3.20.

     In addition, subject to Section 6.11(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, any such actions as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made herein.

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection given or made, or consent withheld, by the Controlling Class
Representative, contemplated by Section 6.11(a) or any other section of this
Agreement, may (i) require or cause the Master Servicer or the Special Servicer
to violate any applicable law, the terms of any Serviced Trust Mortgage Loan,
any provision of this Agreement, including without limitation the Master
Servicer's or the Special Servicer's obligation to act in accordance with the
Servicing Standard or the Mortgage Loan documents for any Serviced Trust
Mortgage Loan, (ii) result in an Adverse REMIC Event with respect to REMIC I or
REMIC II or otherwise violate the REMIC Provisions or result in an Adverse
Grantor Trust Event or have adverse tax consequences for the Trust Fund, (iii)
expose the Depositor, the Master Servicer, the Special Servicer, the Trust Fund,
the Trustee, the Fiscal Agent or any of their respective Affiliates, directors,
officers, employees or agents, to any claim, suit or liability to which they
would not otherwise be subject absent such advice, direction or objection or
consent withheld, (iv) materially expand the scope of the Master Servicer's or
the Special Servicer's responsibilities hereunder or (v) cause the Master
Servicer or the Special Servicer to act, or fail to act, in a manner which
violates the Servicing Standard. The Master Servicer and the Special Servicer
shall disregard any action, direction or objection on the part of the
Controlling Class Representative that would have any of the effects described in
clauses (i) through (v) of the prior sentence.

     The Special Servicer shall not be obligated to seek approval from the
Controlling Class Representative under Section 6.11(a) for any actions to be
taken by the Special Servicer with respect to any particular Trust Specially
Serviced Mortgage Loan if (i) the Special Servicer has, as set forth in the


                                     -227-
<PAGE>


first paragraph of Section 6.11(a), notified the Controlling Class
Representative in writing of various actions that the Special Servicer proposes
to take with respect to the work-out or liquidation of that Trust Specially
Serviced Mortgage Loan and (ii) for 30 days following the first such notice, the
Controlling Class Representative has objected to all of the proposed actions and
has failed to suggest any alternative actions that the Special Servicer
considers to be consistent with the Servicing Standard.

     (c) The Controlling Class Representative will have no duty or liability to
the Certificateholders (other than the Controlling Class) for any action taken,
or for refraining from the taking of any action pursuant to this Agreement, or
for errors in judgment. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Controlling Class
Representative may take actions that favor the interests of one or more Classes
of the Certificates over other Classes of the Certificates, and that the
Controlling Class Representative may have special relationships and interests
that conflict with those of Holders of some Classes of the Certificates, that
the Controlling Class Representative may act solely in the interests of the
Holders of the Controlling Class, that the Controlling Class Representative does
not have any duties to the Holders of any Class of Certificates other than the
Controlling Class, that the Controlling Class Representative shall have no
liability by reason of its having acted solely in the interests of the Holders
of the Controlling Class, and no Certificateholder may take any action
whatsoever against the Controlling Class Representative or any director,
officer, employee, agent or principal thereof for having so acted.

     SECTION 6.12. Certain Matters with Respect to the [Blackacre] Loan
                   Combination.

     (a) If, and for so long as, the [Blackacre] Trust Mortgage Loan is included
in the Trust Fund and if, pursuant to Section 3.28, the [Blackacre] Loan
Combination is being serviced pursuant to this Agreement, the Master Servicer
(or, if the Mortgage Loans constituting the [Blackacre] Loan Combination are
Specially Serviced Mortgage Loans, then the Special Servicer) shall: (i) service
and administer the [Blackacre] Loan Combination in a manner consistent with the
[Blackacre] Intercreditor Agreement, (ii) satisfy all of the obligations
required to be performed by the "Master Servicer" and "Special Servicer", as
applicable, within the meaning of the [Blackacre] Intercreditor Agreement: and
(iii) unless another party is expressly responsible hereunder, shall (subject to
the Servicing Standard) satisfy all of the obligations required to be performed
by the "Note A-2 Holder" under the [Blackacre] Intercreditor Agreement.

     (b) If, pursuant to Section 3.28, the [Blackacre] Loan Combination is being
serviced pursuant to this Agreement, the Master Servicer and the Special
Servicer each hereby agree that, prior to taking any of the [Blackacre]
Specially Designated Servicing Actions, it shall consult with, provide required
notices and information to, obtain the consent of, receive objection(s) from
and/or take advice and/or direction from, the [Blackacre] Controlling Party, in
each case subject to, and to the extent required by, Sections 20(b), (c), (d),
(e) and (f) of the [Blackacre] Intercreditor Agreement. Notwithstanding the
foregoing, the Controlling Class Representative, at any time when it is not (as
the designee of the Trustee) the [Blackacre] Controlling Party, shall have the
right to consult with the Special Servicer (who shall not be obligated, as a
result of such consultation, to take any action that would conflict with any
actions that it is taking at the direction of the [Blackacre] Controlling Party
pursuant to this Section 6.12) with respect to the [Blackacre] Loan Combination
with respect to any proposed [Blackacre] Specially Designated Servicing Action.


                                     -228-
<PAGE>


     (c) If, pursuant to Section 3.28, the [Blackacre] Loan Combination is being
serviced pursuant to this Agreement, to the extent not otherwise expressly
provided for herein, the Special Servicer shall provide to the [Blackacre]
Controlling Subordinate Noteholder or its designee, with respect to the
[Blackacre] Subordinate Non-Trust Loans or any [Blackacre] REO Property, subject
to the same conditions and restrictions on the distribution of information as
apply with respect to reports, documents and other information with respect to
the Trust Mortgage Loans, the same reports, documents and other information that
the Special Servicer provides to the Trustee with respect to the [Blackacre]
Trust Mortgage Loan or any [Blackacre] REO Property, and on a concurrent basis.
The Trustee and the Special Servicer shall each provide to the [Blackacre]
Controlling Subordinate Noteholder or its designee, with respect to the
[Blackacre] Subordinate Non-Trust Loans or any [Blackacre] REO Property, the
same reports, documents and other information that the Trustee, the Master
Servicer or the Special Servicer, as the case may be, provides to the
Controlling Class Representative, in so far as they relate to the [Blackacre]
Trust Mortgage Loan or any [Blackacre] REO Property, and on a concurrent basis.
In addition, the Trustee, the Master Servicer or the Special Servicer, as
applicable, shall, upon receipt of a written request, provide to the [Blackacre]
Controlling Subordinate Noteholder or its designee (at such holder's cost) all
other documents and information that such holder or its designee may reasonably
request with respect to the [Blackacre] Subordinate Non-Trust Loans or any
[Blackacre] REO Property, to the extent such documents and information are in
its possession. Notwithstanding the foregoing, none of the Trustee or the
Special Servicer shall be required to deliver to any [Blackacre] Controlling
Subordinate Noteholder or its designee any particular report, document or other
information pursuant to this Section 6.12(c) if and to the extent that (but only
if and to the extent that) such particular report, document or other information
is otherwise delivered to such [Blackacre] Controlling Subordinate Noteholder
within the same time period contemplated by this Section 6.12(c) pursuant to any
other section of this Agreement.

     (d) The Controlling Class Representative is hereby designated as the
representative of the Trust for purposes of exercising the rights and powers of
the holder of the [Blackacre] Trust Mortgage Loan under: (i) Section 10(a) of
the [Blackacre] Intercreditor Agreement, to purchase the [Blackacre] Pari Passu
Non-Trust Loan, which right shall be exercised by the Controlling Class
Representative in its individual capacity with it own funds; and (ii) Section
6.12(h) of the [Other Series] Pooling and Servicing Agreement, to consult with
the [Other Series] Applicable Servicer with respect to the servicing of the
[Blackacre] Trust Mortgage Loan. The Trustee shall take such actions as are
necessary or appropriate to make such designation effective in accordance with
the [Blackacre] Intercreditor Agreement and the [Other Series] Pooling and
Servicing Agreement.

     (e) The parties hereto recognize the right of the [Blackacre] Controlling
Subordinate Noteholder to avoid a [Blackacre] Control Appraisal Event by
delivering [Blackacre] Control Retention Collateral in accordance with Section
22 of the [Blackacre] Intercreditor Agreement. If, pursuant to Section 3.28, the
[Blackacre] Loan Combination is being serviced hereunder, the Special Servicer
shall hold all such [Blackacre] Control Retention Collateral (in an Eligible
Account, in the case of cash) in a manner that clearly identifies that it is
being held for the benefit of the Certificateholders but, for federal income tax
purposes, is beneficially owned by the [Blackacre] Controlling Subordinate
Noteholder. The Special Servicer shall take all actions reasonably necessary to
maintain any perfected security interest on the part of the Trust in and to the
[Blackacre] Control Retention Collateral. In connection with the foregoing, if a
letter of credit is furnished as [Blackacre] Control Retention Collateral, and
if the [Blackacre] Controlling Subordinate Noteholder fails to either renew such
letter of credit at least thirty (30) days prior to the expiration thereof or
replace such letter of credit with a substitute letter of credit or


                                     -229-
<PAGE>


other [Blackacre] Control Retention Collateral with an expiration date that is
greater than forty-five (45) days from the date of substitution, then (unless
requested to do so earlier in accordance with Section 22 of the [Blackacre]
Intercreditor Agreement) the Special Servicer shall draw upon such letter of
credit and hold the proceeds thereof as [Blackacre] Control Retention
Collateral. Additionally, if a letter of credit is furnished as [Blackacre]
Control Retention Collateral and the issuer of such letter of credit at any time
no longer satisfies the unsecured debt rating requirements set forth in the
definition of "Control Retention Collateral" in the [Blackacre] Intercreditor
Agreement, then (unless requested to do so earlier in accordance with Section 22
of the [Blackacre] Intercreditor Agreement) the Special Servicer shall draw upon
such letter of credit and hold the proceeds thereof as [Blackacre] Control
Retention Collateral. Upon a Final Recovery Determination with respect to the
[Blackacre] Loan Combination, any [Blackacre] Control Retention Collateral held
by the Special Servicer shall be available to reimburse, in the following order:
(i) the Trust and the [Blackacre] Pari Passu Noteholder (on a pari passu basis),
and (ii) any [Blackacre] Subordinate Noteholder that holds a [Blackacre]
Subordinate Non-Trust Loan that is senior to the [Blackacre] Subordinate
Non-Trust Loan in respect of which the [Blackacre] Control Retention Collateral
was delivered, in each case (to the extent of available funds) for any Realized
Loss incurred thereby with respect to the applicable Mortgage Loan in the
[Blackacre] Loan Combination (or any successor REO Loans with respect thereto),
up to the maximum amount permitted under the [Blackacre] Intercreditor
Agreement, together with all other amounts (including, without limitation,
Additional Trust Fund Expenses related to the [Blackacre] Loan Combination or
any related Loan Combination REO Property) reimbursable under the [Blackacre]
Intercreditor Agreement and this Agreement. To the extent necessary to effect
such reimbursement, the Special Servicer shall draw down upon or otherwise
liquidate all non-cash [Blackacre] Control Retention Collateral and shall
forward the reimbursement payment to the Master Servicer for deposit in the
Collection Account. Such reimbursement of payment shall, except for purposes of
Section 3.11 hereof, constitute "Liquidation Proceeds". The Special Servicer may
not release any [Blackacre] Control Retention Collateral to the [Blackacre]
Controlling Subordinate Noteholder, except as expressly required under Section
22 of the [Blackacre] Intercreditor Agreement (including, in connection with a
Final Recovery Determination with respect to the [Blackacre] Loan Combination,
following the reimbursement of the Trust as contemplated above in this Section
6.12(e). The arrangement by which the [Blackacre] Control Retention Collateral
is held shall constitute an "outside reserve fund" within the meaning of
Treasury Regulation Section 1.860G-2(h) and such property (and the right to
reimbursement of any amounts with respect thereto) shall be beneficially owned
by the [Blackacre] Controlling Subordinate Noteholder, who shall be taxed on all
income with respect thereto.

     (f) If the Trustee is requested to take any action, other than in
connection with a [Blackacre] Specially Designated Servicing Action, in its
capacity as holder of the [Blackacre] Trust Mortgage Loan, pursuant to the
[Blackacre] Intercreditor Agreement and/or the [Other Series] Pooling and
Servicing Agreement, the Trustee shall notify (in writing), and act in
accordance with the instructions of, the Controlling Class Representative;
provided that, if such instructions are not provided within the time period
established by the Trustee within the requirements of the [Blackacre]
Intercreditor Agreement, the Trustee (or the Master Servicer if the requested
action or inaction is servicing-related) shall take such action or inaction, as
directed in writing by the Holders of the majority of the Voting Rights
allocated to the Holders who provided written directions to the Trustee
(provided that such directing Holders shall be the Holders of at least 25% of
all the Voting Rights allocated to the Certificates), or if no such written
direction is received, as it deems to be in the best interests of the
Certificateholders (as a collective whole). The Trustee shall promptly forward
to the Master Servicer,


                                     -230-
<PAGE>


the Depositor and the Controlling Class Representative all material notices or
other communications delivered to it in connection with the [Other Series]
Pooling and Servicing Agreement.

     (g) The Controlling Class Representative and the Holders of 25% of the
Voting Rights allocated to the Certificates shall each be entitled to direct the
Trustee, in its capacity as holder of the [Blackacre] Trust Mortgage Loan on
behalf of the Trust, to exercise the right provided such holder, under Section
7.01(c) of the [Other Series] Pooling and Servicing Agreement, to request that
the [Other Series] Special Servicer be terminated with respect to the
[Blackacre] Loan Combination if an "Event of Default" caused by the [Other
Series] Special Servicer under the [Other Series] Pooling and Servicing
Agreement affects the Trust as the holder of the [Blackacre] Trust Mortgage
Loan. The Trustee shall act in accordance with such direction. Any expenses
required to be borne by the holder of the [Blackacre] Trust Mortgage Loan in
connection with exercising the above-referenced right to request the termination
of the [Other Series] Special Servicer shall be borne by the Controlling Class
Representative or the directing Holders of 25% of the Voting Rights allocated to
the Certificates, as the case may be, and not by the Trustee or the Trust Fund.


                                     -231-
<PAGE>


                                  ARTICLE VII

                                    DEFAULT

     SECTION 7.01. Events of Default.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

          (i) any failure by the Master Servicer to deposit into the Collection
     Account or a Loan Combination Custodial Account any amount required to be
     so deposited by it under this Agreement, which failure continues unremedied
     for two Business Days following the date on which the deposit was required
     to be made; or

          (ii) any failure by the Master Servicer to deposit into, or to remit
     to the Trustee for deposit into, the Distribution Account or any other
     account maintained by the Trustee hereunder, any amount required to be so
     deposited or remitted by it under this Agreement, which failure continues
     unremedied until 11:00 a.m. New York City time on the Business Day
     following the date on which the remittance was required to be made,
     provided that to the extent the Master Servicer does not timely make such
     remittances, the Master Servicer shall pay the Trustee (for the account of
     the Trustee) interest on any amount not timely remitted at the Prime Rate
     from and including the applicable required remittance date to but not
     including the date such remittance is actually made; or

          (iii) any failure by the Special Servicer to deposit into the
     applicable REO Account or to deposit into, or to remit to the Master
     Servicer for deposit into, the Collection Account, any amount required to
     be so deposited or remitted by it under this Agreement provided; however
     that the failure to deposit or remit such amount shall not be an Event of
     Default if such failure is remedied within one Business Day and in any
     event on or prior to the related P&I Advance Date; or

          (iv) any failure by the Master Servicer to timely make any Servicing
     Advance required to be made by it hereunder, which Servicing Advance
     remains unmade for a period of five Business Days following the date on
     which notice shall have been given to the Master Servicer by the Trustee as
     provided in Section 3.03(c); or

          (v) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other of
     the covenants or agreements on the part of the Master Servicer or the
     Special Servicer, as the case may be, contained in this Agreement which
     failure continues unremedied for a period of 30 days after the date on
     which written notice of such failure, requiring the same to be remedied,
     shall have been given to the Master Servicer or the Special Servicer, as
     the case may be, by any other party hereto (with a copy to each other party
     hereto) or by the Holders of Certificates entitled to at least 25% of the
     Voting Rights, provided that with respect to any such failure that is not
     curable within such 30-day period, the Master Servicer or the Special
     Servicer, as the case may be, shall have an additional cure period of 30
     days so long as the Master Servicer or the Special Servicer, as the case
     may be, has commenced to cure such failure within the initial 30-day period
     and provided the Trustee with an Officer's Certificate certifying that it
     has diligently pursued, and is diligently continuing to pursue, a full
     cure; or


                                     -232-
<PAGE>


          (vi) any breach on the part of the Master Servicer or the Special
     Servicer of any representation or warranty contained in this Agreement that
     materially and adversely affects the interests of any Class of
     Certificateholders and which breach continues unremedied for a period of 30
     days after the date on which written notice of such breach, requiring the
     same to be remedied, shall have been given to the Master Servicer or the
     Special Servicer, as the case may be, by any other party hereto (with a
     copy to each other party hereto) or by the Holders of Certificates entitled
     to at least 25% of the Voting Rights, provided, however, that with respect
     to any such breach which is not curable within such 30-day period, the
     Master Servicer or the Special Servicer, as the case may be, shall have an
     additional cure period of 30 days so long as the Master Servicer or the
     Special Servicer, as the case may be, has commenced to cure such breach
     within the initial 30-day period and provided the Trustee with an Officer's
     Certificate certifying that it has diligently pursued, and is diligently
     continuing to pursue, a full cure; or

          (vii) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law
     for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
     of 60 days, provided, however, that the Master Servicer or the Special
     Servicer, as appropriate, will have an additional period of 30 days to
     effect such discharge, dismissal or stay so long as the Master Servicer or
     the Special Servicer, as appropriate, has commenced the appropriate
     proceedings to have such decree or order dismissed, discharged or stayed
     within the initial 60 day period; or

          (viii) the Master Servicer or the Special Servicer shall consent to
     the appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings of or relating to it or of or
     relating to all or substantially all of its property; or

          (ix) the Master Servicer or the Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     corporate action in furtherance of the foregoing; or

          (x) the Master Servicer or the Special Servicer obtains actual
     knowledge that [DBRS, Fitch, Moody's or S&P] has (1) qualified, downgraded
     or withdrawn its rating or ratings of one or more Classes of Certificates
     or (2) placed one or more Classes of the Certificates on "watch status"
     (and such "watch status" placement shall not have been withdrawn by[DBRS,
     Fitch, Moody's or S&P] within 60 days thereof) and, in the case of either
     clauses (1) or (2), cited servicing concerns with the Master Servicer or
     the Special Servicer, as the case may be, as the sole or a material factor
     in such rating action; or


                                     -233-
<PAGE>


          (xi) [the Master Servicer ceases to be rated at least CMS3 by Fitch or
     the Special Servicer ceases to be rated at least CSS3 by Fitch and such
     rating is not restored within 30 days after the subject downgrade or
     withdrawal]; or

          (xii) [the Master Servicer or the Special Servicer is removed from
     S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
     a U.S. Commercial Mortgage Special Servicer, as the case may be, and is not
     reinstated within 60 days after its removal therefrom].

     (b) If any Event of Default shall occur with respect to the Master Servicer
or the Special Servicer (in either case, for purposes of this Section 7.01(b),
the "Defaulting Party") and shall be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Controlling Class
Representative or the Holders of Certificates entitled to at least 25% of the
Voting Rights, the Trustee shall, by notice in writing to the Defaulting Party
(with a copy of such notice to each other party hereto and the Rating Agencies),
terminate all of the rights and obligations (but not the liabilities for actions
and omissions occurring prior thereto) of the Defaulting Party under this
Agreement and in and to the Trust Fund and each Non-Trust Loan, other than its
rights, if any, as a Certificateholder hereunder or as holder of a Non-Trust
Loan; provided that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and it (and
each of its Affiliates, directors, partners, members, managers, shareholders,
officers, employees or agents) shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination; provided, further, that
nothing contained in this Section 7.01(b) shall terminate any rights purchased
or otherwise owned or held by the Master Servicer to primary service any of the
Mortgage Loans as a Sub-Servicer to the Trustee or any other replacement Master
Servicer; provided, further, that the Master Servicer may not be terminated
solely for an Event of Default that affects only a Non-Trust Noteholder; and
provided, further, that, except as provided in Section 7.01(c), the Special
Servicer may not be terminated solely for an Event of Default that affects only
a Non-Trust Noteholder. From and after the receipt by the Defaulting Party of
such written notice of termination, all authority and power of the Defaulting
Party under this Agreement, whether with respect to the Certificates (other than
as a holder of any Certificate) or the Mortgage Loans or otherwise, shall pass
to and be vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than 20 Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records, including those
in electronic form, requested thereby to enable the Trustee or a successor
Master Servicer or Special Servicer to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer's or Special
Servicer's, as the case may be, responsibilities and rights hereunder,
including, without limitation, (i) the transfer within 5 Business Days to the
Trustee or a successor Master Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Master
Servicer to the Collection Account, any Loan Combination Custodial Account, the
Distribution Account, a Servicing


                                     -234-
<PAGE>


Account or a Reserve Account (if the Master Servicer is the Defaulting Party) or
that are thereafter received by or on behalf of it with respect to any Mortgage
Loan or (ii) the transfer within two Business Days to the Trustee or a successor
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to an REO Account,
the Collection Account, any Loan Combination Custodial Account, a Servicing
Account or a Reserve Account or delivered to the Master Servicer (if the Special
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or REO Property. Any costs or
expenses in connection with any actions to be taken by the Master Servicer, the
Special Servicer or the Trustee pursuant to this paragraph shall be borne by the
Defaulting Party and if not paid by the Defaulting Party within 90 days after
the presentation of reasonable documentation of such costs and expenses, such
costs and expenses shall be reimbursed by the Trust Fund; provided, however,
that the Defaulting Party shall not thereby be relieved of its liability for
such costs and expenses. If and to the extent that the Defaulting Party has not
reimbursed such costs and expenses, the Trustee shall have an affirmative
obligation to take all reasonable actions to collect such expenses on behalf of
and at the expense of the Trust Fund. For purposes of this Section 7.01 and of
Section 7.03(b), the Trustee shall not be deemed to have knowledge of an event
which constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default described in clauses (i)-(viii) of subsection (a)
above unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless notice of any event which is in fact such an Event of Default is
received by the Trustee and such notice references the Certificates, the Trust
Fund or this Agreement.

     (c) Further, notwithstanding Section 7.01(b) and Section 7.04, if the
[Blackacre] Loan Combination is being serviced hereunder pursuant to Section
3.28, any Event of Default occurs on the part of the Special Servicer that
affects the [Blackacre] Controlling Subordinate Noteholder, and the Special
Servicer is not otherwise terminated in accordance with Section 7.01(b), then
the [Blackacre] Subordinate Controlling Noteholder, if any [Blackacre]
Subordinate Noteholder satisfies the requirements to act in such capacity, may
require the Trustee to terminate the duties and obligations of the Special
Servicer with respect to the [Blackacre] Loan Combination only, but as to no
other Mortgage Loan; and, in such event, the Holder or Holders (or, in the case
of Book-Entry Certificates, the Certificate Owner or Certificate Owners) of the
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class shall be entitled to appoint, in accordance with Section 6.09
(or, in the event of the failure of such Holder(s) or Certificate Owner(s) to so
appoint, the Trustee shall appoint, in accordance with Section 7.02), within 60
days of the [Blackacre] Controlling Subordinate Noteholder's request, a
replacement special servicer with respect to the [Blackacre] Loan Combination.
In connection with the appointment of a replacement special servicer with
respect to the [Blackacre] Loan Combination at the request of the [Blackacre]
Controlling Subordinate Noteholder in accordance with this Section 7.01(c), the
Trustee shall be provided with written confirmation from each Rating Agency that
such appointment will not result in an Adverse Rating Event (such Rating Agency
confirmation to be an expense of the [Blackacre] Controlling Subordinate
Noteholder). Any replacement special servicer appointed at the request of the
[Blackacre] Controlling Subordinate Noteholder in accordance with this Section
7.01(c) shall be responsible for all duties, and shall be entitled to all
compensation, of the Special Servicer under this Agreement with respect to the
[Blackacre] Loan Combination other than any compensation and any other amounts
accrued to or owing to the terminated Special Servicer. If any replacement
special servicer appointed at the request of the [Blackacre] Controlling
Subordinate Noteholder in accordance with this Section 7.01(c) shall at any time
resign or be terminated, then the Holder or Holders (or, in the case of a
Book-entry Certificate, the Certificate Owner or Certificate Owners) of the
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class


                                     -235-
<PAGE>


shall be entitled, in accordance with Section 6.09 (or the Trustee shall be
required, in accordance with Section 7.02, if such Holder(s) or Certificate
Owner(s) fail to do so) to promptly appoint a substitute replacement special
servicer, which appointment shall not (as evidenced in writing by each Rating
Agency) result in an Adverse Rating Event.

     If a replacement special servicer is appointed with respect to the
[Blackacre] Loan Combination at the request of the [Blackacre] Controlling
Subordinate Noteholder in accordance with this Section 7.01(c) (any such
replacement special servicer, the "[Blackacre] Special Servicer"), with the
result that there are multiple parties acting as Special Servicer hereunder,
then, unless the context clearly requires otherwise: (i) when used in the
context of imposing duties and obligations on the Special Servicer hereunder or
the performance of such duties and obligations, the term "Special Servicer"
shall mean the [Blackacre] Special Servicer, insofar as such duties and
obligations relate to the [Blackacre] Loan Combination, and shall mean the
General Special Servicer (as defined below), in all other cases (provided that,
in Section 3.13, Section 3.14 and Section 3.15, the term "Special Servicer"
shall mean the [Blackacre] Special Servicer and the General Special Servicer);
(ii) when used in the context of identifying the recipient of any information,
funds, documents, instruments and/or other items, the term "Special Servicer"
shall mean the [Blackacre] Special Servicer, insofar as such information, funds,
documents, instruments and/or other items relate to the [Blackacre] Loan
Combination, and shall mean the General Special Servicer, in all other cases;
(iii) when used in the context of granting the Special Servicer the right to
purchase Trust Defaulted Mortgage Loans pursuant to Section 3.18, the term
"Special Servicer" shall mean the [Blackacre] Special Servicer, if such Trust
Defaulted Mortgage Loan is part of the [Blackacre] Loan Combination, and shall
mean the General Special Servicer, in all other cases; (iv) when used in the
context of granting the Special Servicer the right to purchase all of the Trust
Mortgage Loans and any REO Properties remaining in the Trust Fund pursuant to
Section 9.01, the term "Special Servicer" shall mean the General Special
Servicer only; (v) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean both the [Blackacre] Special Servicer and
the General Special Servicer; and (vi) when used in the context of requiring
indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant
hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of
such duties and obligations or otherwise holding the Special Servicer
responsible for any of the foregoing, the term "Special Servicer" shall mean the
[Blackacre] Special Servicer or the General Special Servicer, as applicable.
References in this Section 7.01(c) to "General Special Servicer" means the
Person performing the duties and obligations of special servicer with respect to
the Mortgage Pool (exclusive of the [Blackacre] Loan Combination if a
[Blackacre] Special Servicer has been appointed in respect thereof).

     In no event shall any waiver of an Event of Default pursuant to Section
7.04 affect the rights of the [Blackacre] Controlling Subordinate Noteholder
under this Section 7.01(c).

     SECTION 7.02. Trustee to Act; Appointment of Successor.

     On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall, unless a successor is appointed pursuant to Section
6.04 or 6.09, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
all (and the former Master Servicer or the


                                     -236-
<PAGE>


Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities (except as provided in the next
sentence) of the Master Servicer or the Special Servicer, as the case may be,
arising thereafter, including, without limitation, if the Master Servicer is the
resigning or terminated party, the Master Servicer's obligation to make P&I
Advances, the unmade P&I Advances that gave rise to such Event of Default;
provided that any failure to perform such duties or responsibilities caused by
the Master Servicer's or the Special Servicer's, as the case may be, failure to
provide information or monies required by Section 7.01 shall not be considered a
default by the Trustee hereunder. Notwithstanding anything contrary in this
Agreement, the Trustee shall in no event be held responsible or liable with
respect to any of the representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to Section 3.06 hereunder nor shall the
Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder (subject to Section 3.11(a)
with respect to the Excess Servicing Strip). Notwithstanding the above and
subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may,
if it shall be unwilling in its sole discretion to so act as either Master
Servicer or Special Servicer, as the case may be, or shall, if it is unable to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies, or if either the
Controlling Class Representative or the Holders of Certificates entitled to a
majority of the Voting Rights so request in writing to the Trustee, promptly
appoint, subject to the approval of each of the Rating Agencies (as evidenced by
written confirmation therefrom to the effect that the appointment of such
institution would not cause an Adverse Rating Event, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution that meets the requirements of Section 6.02 (including, without
limitation, rating agency confirmation), which institution shall, in the case of
an appointment by the Trustee, be reasonably acceptable to the Controlling Class
Representative; provided, however, that in the case of a resigning or terminated
Special Servicer, such appointment shall be subject to the rights of the Holders
or Certificate Owners of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class to designate a successor pursuant to Section
6.09. Except with respect to an appointment provided below, no appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be
effective until the assumption of the successor to such party of all its
responsibilities, duties and liabilities under this Agreement. Pending
appointment of a successor to the Master Servicer or the Special Servicer
hereunder, the Trustee shall act in such capacity as hereinabove provided.
Notwithstanding the above, the Trustee shall, if the Master Servicer is the
resigning or terminated party and the Trustee is prohibited by law or regulation
from making P&I Advances, promptly appoint any established mortgage loan
servicing institution that has a net worth of not less than $15,000,000 and is
otherwise acceptable to each Rating Agency (as evidenced by written confirmation
therefrom to the effect that the appointment of such institution would not cause
an Adverse Rating Event), as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder (including, without limitation, the obligation
to make P&I Advances), which appointment will become effective immediately. In
connection with any such appointment and assumption described herein, the
Trustee may (subject to Section 3.11(a) with respect to the Excess Servicing
Strip) make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans and REO Properties as it and such successor shall
agree, subject to the terms of this Agreement and/or any Loan Combination
Intercreditor Agreement limiting the use of funds received in respect of a Loan
Combination to matters related to the related Loan Combination; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party


                                     -237-
<PAGE>


hereunder. Such successor and the other parties hereto shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.

     SECTION 7.03. Notification to Certificateholders.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and each Non-Trust
Noteholder.

     (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
notify the Depositor, all Certificateholders, each Non-Trust Noteholder (if
affected thereby) and the Rating Agencies of such occurrence, unless such
default shall have been cured.

     SECTION 7.04. Waiver of Events of Default.

     Subject to Section 7.01(c), the Holders representing at least 66-2/3% of
the Voting Rights allocated to each Class of Certificates affected by any Event
of Default hereunder may waive such Event of Default; provided, however, that an
Event of Default under clauses (i), (ii), (iii), (x), (xi) or (xii) of Section
7.01(a) may be waived only by all of the Certificateholders of the affected
Classes. Upon any such waiver of an Event of Default, subject to Section
7.01(c), such Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Event of Default pursuant to this
Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to Voting Rights with respect to
the matters described above.

     SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). No remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.


                                     -238-
<PAGE>


                                  ARTICLE VIII

                  CONCERNING THE TRUSTEE AND THE FISCAL AGENT

     SECTION 8.01. Duties of Trustee

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any provision
of this Agreement (other than the Mortgage Files, the review of which is
specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein or therein. If any such instrument is found
not to conform to the requirements of this Agreement in a material manner, the
Trustee shall take such action as it deems appropriate to have the instrument
corrected. The Trustee shall not be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Depositor or the Master Servicer or the
Special Servicer, and accepted by the Trustee, in good faith, pursuant to this
Agreement.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

          (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts if it was required to do so;

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of Holders of Certificates entitled to at
     least 25% of the Voting Rights relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee or
     exercising


                                     -239-
<PAGE>


     any trust or power conferred upon the Trustee, under this Agreement or, as
     holder of the [Blackacre] Trust Mortgage Loan, under the [Other Series]
     Pooling and Servicing Agreement; and

          (iv) The protections, immunities and indemnities afforded to the
     Trustee hereunder shall also be available to it in its capacity as
     Authenticating Agent, Certificate Registrar, REMIC Administrator and
     Custodian.

     SECTION 8.02. Certain Matters Affecting Trustee.

     Except as otherwise provided in Section 8.01 and Article X:

          (i) the Trustee may, in the absence of bad faith or negligence on the
     part of the Trustee, conclusively rely upon and shall be fully protected in
     acting or refraining from acting upon any resolution, Officer's
     Certificate, certificate of auditors or any other certificate, statement,
     instrument, opinion, report, notice, request, consent, order, appraisal,
     bond or other paper or document reasonably believed by it to be genuine and
     to have been signed or presented by the proper party or parties;

          (ii) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted by it hereunder in good faith and in accordance therewith;

          (iii) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or, except as provided in
     Section 10.01 or 10.02, to institute, conduct or defend any litigation
     hereunder or in relation hereto at the request, order or direction of any
     of the Certificateholders, pursuant to the provisions of this Agreement,
     unless such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby; except as provided in Section 10.01 or
     10.02, the Trustee, shall not be required to expend or risk its own funds
     or otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of any of its rights or powers, if it
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it; provided, however, that nothing contained herein shall relieve the
     Trustee of the obligation, upon the occurrence of an Event of Default which
     has not been cured, to exercise such of the rights and powers vested in it
     by this Agreement, and to use the same degree of care and skill in their
     exercise as a prudent man would exercise or use under the circumstances in
     the conduct of his own affairs;

          (iv) 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;

          (v) prior to the occurrence of an Event of Default hereunder and after
     the curing of all Events of Default which may have occurred, and except as
     may be provided in Section 10.01 or 10.02, 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,


                                     -240-
<PAGE>


     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;

          (vi) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys; provided, however, that the Trustee, shall remain responsible
     for all acts and omissions of such agents or attorneys within the scope of
     their employment to the same extent as it is responsible for its own
     actions and omissions hereunder;

          (vii) the Trustee shall not be responsible for any act or omission of
     the Master Servicer, the Special Servicer (unless the Trustee is acting as
     Master Servicer or the Special Servicer), the Depositor or any party to the
     [Other Series] Pooling and Servicing Agreement; and

          (viii) neither the Trustee nor the Certificate Registrar shall have
     any obligation or duty to monitor, determine or inquire as to compliance
     with any restriction on transfer imposed under Article V under
     this Agreement or under applicable law with respect to any transfer of any
     Certificate or any interest therein, other than to require delivery of the
     certification(s) and/or Opinions of Counsel described in said Article
     applicable with respect to changes in registration of record ownership of
     Certificates in the Certificate Register and to examine the same to
     determine substantial compliance with the express requirements of this
     Agreement. The Trustee and Certificate Registrar shall have no liability
     for transfers, including transfers made through the book entry facilities
     of the Depository or between or among Depository Participants or beneficial
     owners of the Certificates, made in violation of applicable restrictions
     except for its failure to perform its express duties in connection with
     changes in registration of record ownership in the Certificate Register.

     Whenever in the administration of the provisions of this Agreement the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action to be taken hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer's
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Agreement upon the faith thereof.

     SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                   Sufficiency of Certificates or Mortgage Loans.

     The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee in Article II and Section 8.15, the
statements attributed to the Fiscal Agent in Section 8.19 and the signature of
the Certificate Registrar and the Authenticating Agent set forth on each
outstanding Certificate, shall be taken as the statements of the Depositor or
the Master Servicer or the Special Servicer, as the case may be, and neither the
Trustee nor the Fiscal Agent assumes any responsibility for


                                     -241-
<PAGE>


their correctness. Except as set forth in Section 8.15, the Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Certificate (other than as to the signature of the Trustee set forth thereon) or
of any Mortgage Loan or related document. The Trustee and the Fiscal Agent 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 Trust Mortgage Loans to the Trust Fund, or any funds deposited
in or withdrawn from the Collection Account or any other account by or on behalf
of the Depositor, the Master Servicer or the Special Servicer. The Trustee and
the Fiscal Agent shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

     SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

     The Trustee, the Fiscal Agent or any agent of the Trustee or the Fiscal
Agent, in its individual or any other capacity, may become the owner or pledgee
of Certificates with the same rights (except as otherwise provided in the
definition of "Certificateholder") it would have if it were not the Trustee or
such agent.

     SECTION 8.05. Fees and Expenses of Trustee; Indemnification of Trustee.

     (a) On each Distribution Date, the Trustee shall withdraw from the general
funds on deposit in the Distribution Account as provided in Section 3.05(b),
prior to any distributions to be made therefrom on such date, and pay to itself
all earned but unpaid Trustee Fees for such Distribution Date and, to the extent
not previously paid, for all prior Distribution Dates, as compensation for all
services rendered by the Trustee in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties of the
Trustee hereunder. Except as contemplated by Section 3.06, the Trustee Fee
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

     (b) The Trustee and any director, officer, employee, affiliate, agent or
"control" person within the meaning of the Securities Act of 1933, as amended,
of the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund out of the Collection Account (and, to the extent that any Loan
Combination and/or any related REO Property is affected, by the Trust Fund
and/or the related Non-Trust Noteholder(s) out of the related Loan Combination
Custodial Account) against any loss, liability or reasonable "out-of-pocket"
expense (including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with this Agreement, the Mortgage
Loans or the Certificates or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein, provided that
such expense constitutes an "unanticipated expense" within the meaning of
Treasury Regulations Section 1.860G-1(b)(3)(ii); and provided, further, that
neither the Trustee, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms
hereof, (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of its negligent disregard of
such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the


                                     -242-
<PAGE>


Trustee made herein, or (3) any loss, liability or expense that constitutes an
Advance (the reimbursement of which is separately addressed herein) or allocable
overhead. The provisions of this Section 8.05(b) shall survive any resignation
or removal of the Trustee and appointment of a successor trustee.

     SECTION 8.06. Eligibility Requirements for Trustee.

     The Trustee hereunder shall at all times be an association, a bank, a trust
company or a corporation organized and doing business under the laws of the
United States of America or any State thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination
by a federal or state banking authority. If such association, bank, trust
company or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such association, bank, trust company or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall also be an entity with a long term
unsecured debt rating of at least ["A" from each of DBRS (but only to the extent
the Trustee is rated by DBRS) and Fitch, "Aa3" from Moody's and "A+" from S&P]
or an entity that has a fiscal agent with such ratings, or such other rating
that shall not result in an Adverse Rating Event as confirmed in writing.

     In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07; provided that if the
Trustee shall cease to be so eligible because its combined capital and surplus
is no longer at least $100,000,000 or its long-term unsecured debt rating no
longer conforms to the requirements of the immediately preceding sentence, and
if the Trustee proposes to the other parties hereto to enter into an agreement
with (and reasonably acceptable to) each of them, and if in light of such
agreement the Trustee's continuing to act in such capacity would not (as
evidenced in writing by each Rating Agency) result in an Adverse Rating Event,
then upon the execution and delivery of such agreement the Trustee shall not be
required to resign, and may continue in such capacity, for so long as no Adverse
Rating Event occurs as a result of the Trustee's continuing in such capacity.
The bank, trust company, corporation or association serving as Trustee may have
normal banking and trust relationships with the Depositor, the Master Servicer,
the Special Servicer and their respective Affiliates but, except to the extent
permitted or required by Section 7.02, shall not be an "Affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Master Servicer, the Special
Servicer, any sub-servicer, the Depositor, or any obligor with respect to Trust
Mortgage Loans constituting more than 5.0% of the aggregate authorized principal
balance of the Trust Mortgage Loans as of the date of the initial issuances of
the Certificates or any "Affiliate" (as such term is defined in Section III of
PTE 2000-58) of any such person.

     SECTION 8.07. Resignation and Removal of Trustee.

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, to all Certificateholders at their respective
addresses set forth in the Certificate Register. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee meeting
the requirements in Section 8.06 and acceptable to the Rating Agencies by
written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee, and to the successor trustee. A copy of such


                                     -243-
<PAGE>


instrument shall be delivered to the Master Servicer, the Special Servicer and
the Certificateholders. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee shall fail (other than by reason of the failure
of either the Master Servicer or the Special Servicer to timely perform its
obligations hereunder or as a result of other circumstances beyond the Trustee's
reasonable control), to timely deliver any report to be delivered by the Trustee
pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five days, or if the Trustee fails to make distributions required pursuant to
Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and
appoint a successor trustee, if necessary, acceptable to the Master Servicer and
the Rating Agencies (as evidenced by written confirmation therefrom to the
effect that the appointment of such institution would not cause an Adverse
Rating Event) by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer and
the Certificateholders by the Depositor.

     (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee, if
necessary, by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Master Servicer, one complete set to the
Trustee so removed and one complete set to the successor trustee so appointed. A
copy of such instrument shall be delivered to the Depositor, the Special
Servicer and the remaining Certificateholders by the successor trustee so
appointed.

     (d) In the event that the Trustee is terminated or removed pursuant to this
Section 8.07, all of its rights and obligations under this Agreement and in and
to the Mortgage Loans shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the
right to receive all fees, expenses and other amounts (including, without
limitation, P&I Advances and accrued interest thereon) accrued or owing to it
under this Agreement, with respect to periods prior to the date of such
termination or removal and no termination without cause shall be effective until
the payment of such amounts to the Trustee).

     (e) 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.

     SECTION 8.08. Successor Trustee.

     (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor trustee, an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any


                                     -244-
<PAGE>


further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with the like
effect as if originally named as trustee herein. The predecessor trustee shall
deliver to the successor trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

     (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and the Rating Agencies have
provided confirmation pursuant to such Section.

     (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, such successor trustee shall mail notice of the succession of
such trustee hereunder to the Depositor, the Certificateholders and each
Non-Trust Noteholder.

     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, provided such entity shall be eligible under the provisions
of Section 8.06 and the Rating Agencies have provided confirmation pursuant to
such Section, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 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-


                                     -245-
<PAGE>


trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall cease to exist, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

     SECTION 8.11. Appointment of Custodians.

     The Trustee may appoint at the Trustee's expense one or more Custodians to
hold all or a portion of the Mortgage Files as agent for the Trustee. Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, any Mortgage
Loan Seller or any Affiliate of the Depositor or any Mortgage Loan Seller.
Neither the Master Servicer nor the Special Servicer shall have any duty to
verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such agreement without
cause and without payment of any penalty or termination fee; and (iii) not
permit the Custodian any rights of indemnification that may be satisfied out of
assets of the Trust Fund. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations


                                     -246-
<PAGE>


hereunder, and the Trustee shall remain responsible and liable for all acts and
omissions of any Custodian. In the absence of any other Person appointed in
accordance herewith acting as Custodian, the Trustee agrees to act in such
capacity in accordance herewith. The initial Custodian shall be the Trustee.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Custodian, any provision or requirement herein requiring notice or any
information or documentation to be provided to the Custodian shall be construed
to require that such notice, information or documents also be provided to the
Trustee. Any Custodian hereunder (other than the Trustee) shall at all times
maintain a fidelity bond and errors and omissions policy in amounts customary
for custodians performing duties similar to those set forth in this Agreement.

     SECTION 8.12. Appointment of Authenticating Agents.

     (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to do a trust business, have a combined
capital and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. If [Name of Trustee] is
removed as Trustee, then it shall be terminated as Authenticating Agent. If the
Authenticating Agent (other than [Name of Trustee]) resigns or is terminated,
the Trustee shall appoint a successor Authenticating Agent which may be the
Trustee or an Affiliate thereof. In the absence of any other Person appointed in
accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to
act in such capacity in accordance with the terms hereof. Notwithstanding
anything herein to the contrary, if the Trustee is no longer the Authenticating
Agent, any provision or requirement herein requiring notice or any information
or documentation to be provided to the Authenticating Agent shall be construed
to require that such notice, information or documentation also be provided to
the Trustee.

     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Certificate
Registrar, the Master Servicer, the Special Servicer and the Depositor. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent, the Master
Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice
of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating


                                     -247-
<PAGE>


Agent, in which case the Trustee shall give written notice of such appointment
to the Master Servicer, the Certificate Registrar and the Depositor and shall
mail notice of such appointment to all Holders of Certificates; provided,
however, that no successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.12. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

     SECTION 8.13. Access to Certain Information.

     The Trustee shall afford to the Master Servicer, the Special Servicer, each
Rating Agency and the Depositor, to any Certificateholder or Certificate Owner
and to the OTS, the FDIC and any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to any
documentation regarding the Mortgage Loans within its control that may be
required to be provided by this Agreement or by applicable law. Such access
shall be afforded without charge but only upon reasonable prior written request
and during normal business hours at the offices of the Trustee designated by it.
Upon request and with the consent of the Depositor and at the cost of the
requesting Party, the Trustee shall provide copies of such documentation to the
Depositor, any Certificateholder and to the OTS, the FDIC and any other bank or
insurance regulatory authority that may exercise authority over any
Certificateholder.

     SECTION 8.14. Appointment of REMIC Administrators.

     (a) The Trustee may appoint at the Trustee's expense, one or more REMIC
Administrators, which shall be authorized to act on behalf of the Trustee in
performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein. The
Trustee shall cause any such REMIC Administrator to execute and deliver to the
Trustee an instrument in which such REMIC Administrator shall agree to act in
such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must
be acceptable to the Trustee and must be organized and doing business under the
laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. If [Name of Trustee] is removed as Trustee, then it shall be terminated
as REMIC Administrator.

     (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

     (c) Any REMIC Administrator may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Certificate
Registrar, the Master Servicer, the Special Servicer and the Depositor. The
Trustee may at any time terminate the agency of any REMIC


                                     -248-
<PAGE>


Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall give written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     SECTION 8.15. Representations, Warranties and Covenants of Trustee.

     The Trustee hereby represents and warrants to the Master Servicer, the
Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

     (a) The Trustee is a national banking association duly organized, validly
existing and in good standing under the laws of the United States.

     (b) The execution and delivery of this Agreement by the Trustee, and the
performance and compliance with the terms of this Agreement by the Trustee, will
not violate the Trustee's organizational documents or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in a material breach of, any material agreement or
other material instrument to which it is a party or by which it is bound.

     (c) Except to the extent that the laws of certain jurisdictions in which
any part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by
Section 8.10, the Trustee has the full power and authority to carry on its
business as now being conducted and to enter into and consummate all
transactions contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered
this Agreement.

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

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


                                     -249-
<PAGE>


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

     (g) Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and performance
by the Trustee of or compliance by the Trustee with this Agreement or the
consummation of the transactions contemplated by this Agreement has been
obtained and is effective.

     (h) The Trustee is a "Qualified Trustee" under the [Blackacre]
Intercreditor Agreement.

     SECTION 8.16. Reports to the Commission.

     (a) With respect to the Trust's fiscal year __________ (and any other
subsequent fiscal year for the Trust, if as of the beginning of such other
subsequent fiscal year for the Trust, the Registered Certificates are held
(directly or, in the case of Registered Certificates held in book-entry form,
through the Depository) by at least 300 Holders and/or Depository Participants
having accounts with the Depository, or if reporting under the Exchange Act is
required during or for, as applicable, such fiscal year because the Trustee
failed to make the requisite filing suspending such reporting), the Trustee
shall:

          (i)  with respect to each Distribution Date during such fiscal year,
     in accordance with the Exchange Act, the rules and regulations
     promulgated thereunder and applicable "no-action letters" issued by the
     Commission, prepare for filing, execute on behalf of the Trust and
     properly and timely file with the Commission (A) monthly, with respect to
     the Trust, a Form 10-D Distribution Report, which shall include as an
     exhibit a copy of the Distribution Date Statement disseminated by the
     Trustee on such Distribution Date and such other items as the Depositor
     may reasonably request and (B) upon direction of the Depositor, a Form
     8-K Current Report regarding and disclosing (I) those events specified
     under Section 8.16(c) (to the extent a Responsible Officer of the Trustee
     has actual knowledge of, or has been provided with written notice of,
     such event) and (II) any other events occurring with respect to the Trust
     that are required to be reported pursuant to Form 8-K (to the extent a
     Responsible Officer of the Trustee has actual knowledge of, or has been
     provided with written notice of, such event), in the case of (A) and (B),
     within the time periods specified under Form 8-K, the Exchange Act, the
     rules and regulations promulgated thereunder and applicable releases and
     "no-action letters"; provided that, the Depositor shall cooperate with
     the Trustee to determine the applicable required time period;

          (ii) during such fiscal year, (A) monitor for and promptly notify the
     Depositor in writing of the occurrence or existence of any of the matters
     identified in Section 11.11(a), Section 8.16(c) and/or Section
     8.16(a)(i)(B)(II) (in each case to the extent that a Responsible Officer of
     the Trustee has actual knowledge thereof), and (B) promptly notify the
     Depositor in writing that the filing of a Form 8-K Current Report may be
     required with respect to any of the matters under clause (ii)(A) above, and
     consult with the Depositor regarding whether to prepare and file a Form 8-K
     Current Report under Section 8.16(a)(i)(B) above with respect to such
     matters (and the Trustee shall be entitled to rely on a written direction
     of the Depositor with


                                     -250-
<PAGE>


     regard to whether to make such filing); provided that, if the Depositor
     directs the Trustee to file a Form 8-K Current Report with respect to such
     matters, the Depositor shall cooperate with the Trustee in obtaining all
     necessary information in order to enable the Depositor to prepare such Form
     8-K Current Report and the Trustee shall report any such matter in
     accordance with the Exchange Act, the rules and regulations promulgated
     thereunder and applicable releases and "no-action letters" issued by the
     Commission;

          (iii) at the reasonable request of, and in accordance with the
     reasonable directions of, any other party hereto, prepare for filing and
     promptly file with the Commission an amendment to any Form 8-K Current
     Report previously filed with the Commission with respect to the Trust; and

          (iv) within 90 days following the end of such fiscal year, prepare and
     properly file with the Commission, with respect to the Trust, a Form 10-K
     Annual Report, which complies in all material respects with the
     requirements of the Exchange Act, the rules and regulations promulgated
     thereunder and applicable "no-action letters" issued by the Commission,
     which shall include as exhibits each annual statement as to compliance,
     annual report on assessments of compliance with Servicing Criteria and
     annual accountant's attestation report delivered pursuant to Section 3.13
     and/or Section 3.14, with respect to the Master Servicer, the Special
     Servicer or other applicable Person for such fiscal year, and which shall
     further include a certification in the form attached hereto as Exhibit O (a
     "Sarbanes-Oxley Certification") (or in such other form as required by the
     Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission
     promulgated thereunder (including any interpretations thereof by the
     Commission's staff)), which Sarbanes-Oxley Certification shall be signed by
     an officer of the Depositor as contemplated by this Section 8.16;


provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a
format suitable for (or readily convertible to a format suitable for)
electronic filing via the EDGAR system (such suitable formats including
"ASCII", "Microsoft Excel" (solely in the case of reports from the Master
Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft Word"
or another format reasonably acceptable to the Trustee) and shall not have any
responsibility to convert any such items to such format (other than those
items generated by it or readily convertible to such format) and (y) the
Depositor shall be responsible for preparing, executing and filing (via the
EDGAR system within 15 days following the Closing Date) a Form 8-K Current
Report reporting the establishment of the Trust and whereby this Agreement is
filed as an exhibit. Each of the other parties to this Agreement shall deliver
to the Trustee in the format required for (or readily convertible to a format
suitable for) electronic filing via the EDGAR system (such suitable formats
including "ASCII", "Microsoft Excel" (solely in the case of reports from the
Master Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft
Word" or another format reasonably acceptable to the Trustee) any and all
items contemplated to be filed with the Commission pursuant to this Section
8.16(a).

                  The Trustee shall have no liability to Certificateholders or
the Trust with respect to any failure to properly prepare or file with the
Commission any of the reports under the Exchange Act contemplated by this
Section 8.16(a) to the extent that such failure did not result from any
negligence, bad faith or willful misconduct on the part of the Trustee.


                                     -251-
<PAGE>


     (b) All Form 10-K Annual Reports with respect to the Trust shall include a
Sarbanes-Oxley Certification, in so far as it is required to be part of any
particular Form 10-K Annual Report. An officer of the Depositor shall sign the
Sarbanes-Oxley Certification. The Depositor hereby grants to the Trustee a
limited power of attorney to execute and file such Form 10-K Annual Report on
behalf of the Depositor, which power of attorney shall continue until the
earlier of (i) receipt by the Trustee from the Depositor of written notice
terminating such power of attorney or (ii) the termination of the Trust. Each of
the Master Servicer, the Special Servicer (who shall also certify to the Master
Servicer) and the Trustee (each, a "Performing Party") shall provide, and shall
cause each Sub-Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Mortgage Loans to provide, a
certification (each, a "Performance Certification") to the Person who signs the
Sarbanes-Oxley Certification or, in the case of the Master Servicer, who relies
on the Special Servicer's and each Sub-Servicing Function Participant's
Performance Certification (in each case, the "Certifying Person") in the form
set forth on Exhibit P-1 hereto (with respect to the Master Servicer) (in the
form set forth on Exhibit A to Exhibit P-1 hereto with respect to the Special
Servicer's certification to the Master Servicer), Exhibit P-2 hereto (with
respect to the Trustee), or Exhibit P-3 hereto (with respect to the Special
Servicer's certification to the Certifying Person of the Depositor) [IF
APPLICABLE, ADD EXHIBIT FORM FOR SUB-SERVICING FUNCTION PARTICIPANT], as
applicable, on which the Certifying Person, the Depositor (if the Certifying
Person is an individual), and each partner, representative, Affiliate, member,
manager, shareholder, director, officer, employee and agent of the Depositor or
the Master Servicer (collectively with the Certifying Person, "Certification
Parties") can rely. Notwithstanding the foregoing, nothing in this paragraph
shall require any Performing Party to (i) certify or verify the accurateness or
completeness of any information provided to such Performing Party by third
parties, (ii) to certify information other than to such Performing Party's
knowledge and in accordance with such Performing Party's responsibilities
hereunder or under any other applicable servicing agreement or (iii) with
respect to completeness of information and reports, to certify anything other
than that all fields of information called for in written reports prepared by
such Performing Party have been completed except as they have been left blank on
their face. In addition, with respect to any report regarding one or more
Specially Serviced Mortgage Loans, the Special Servicer shall not be required to
include in any such report prepared by it specific detailed information related
to the status or nature of any workout negotiations with the related Mortgagor
with respect to such Mortgage Loan or any facts material to the position of the
Trust (or, in the case of a Loan Combination, the position of the Trust and the
related Non-Trust Noteholder(s)) in any such negotiations if (A) the Special
Servicer determines, in its reasonable judgment in accordance with the Servicing
Standard, that stating such information in such report would materially impair
the interests of the Trust (or, in the case of a Loan Combination, the interest
of the Trust and the related Non-Trust Noteholder(s)) in such negotiations, and
(B) the Special Servicer included in such report a general description regarding
the status of the subject Mortgage Loan and an indication that workout
negotiations were ongoing. In addition, if directed by the Depositor, such
Performing Party (other than the Trustee) shall provide to Depositor's certified
public accountants a certification identical to the certification that such
Performing Party provided to its own certified public accountants to the extent
such certification relates to the performance of such Performing Party's duties
pursuant to this Agreement or a modified certificate limiting the certification
therein to the performance of such Performing Party's duties pursuant to this
Agreement. In the event any Performing Party is terminated or resigns pursuant
to the terms of this Agreement, such Performing Party shall provide a
Performance Certification to the Master Servicer (if the terminated or resigning
Performing Party is the Special Servicer) or the Depositor pursuant to this
Section 8.16 with respect to the period of time such Performing Party was
subject to this Agreement.


                                     -252-
<PAGE>


     (c) At all times during the Trust's fiscal year ____________ (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, or if reporting
under the Exchange Act is required during or for, as applicable, any other
fiscal year because the Trustee failed to make the requisite filing suspending
such reporting, at all times during such other fiscal year), the Trustee shall
monitor for and promptly notify the Depositor of the occurrence or existence of
any of the following matters of which a Responsible Officer of the Trustee has
actual knowledge:

          (i) any failure of the Trustee to make any monthly distributions to
     the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Certificateholder Reports filed with the Commission or has
     not otherwise been reported to the Depositor pursuant to any other section
     of this Agreement;

          (ii) any acquisition or disposition by the Trust of a Trust Mortgage
     Loan or an REO Property, which acquisition or disposition has not otherwise
     been reflected in the Certificateholder Reports filed with the Commission
     or has not otherwise been reported to the Depositor pursuant to any other
     section of this Agreement;

          (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Trust
     Mortgage Loans and REO Properties), other than in the normal course of
     business;

          (iv) any change in the fiscal year of the Trust;

          (v) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of the Trust, to which the Trust (or
     any party to this Agreement on behalf of the Trust) is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings;

          (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement, or any actions
     by or on behalf of the Trust or any party to this Agreement indicating its
     bankruptcy, insolvency or inability to pay its obligations;

          (vii) any adverse change in the rating or ratings assigned to any
     Class of Certificates not otherwise reflected in the Certificateholder
     Reports filed with the Commission;

          (viii) any modifications to the rights of Certificateholders;

          (ix) the entry into, modification of, and/or termination of, a
     material definitive agreement with respect to the Trust; and

          (x) any amendment to this Agreement pursuant to Section 11.01;

provided that (x) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited to circumstances where it would be reasonable for the


                                     -253-
<PAGE>


Trustee to identify such property as an asset of, or as securing an asset of,
the Trust or such threatened proceedings as concerning the Trust and (y) no
Responsible Officer of the Trustee shall be deemed to have actual knowledge of
the matters described in clauses (vi), (vii) or (ix) of this Section 8.16(b)
unless, solely with respect to clause (vi), any such matter occurred or
related specifically to the Trust or, with respect to clauses (vi), (vii),
(ix) and (x), a Responsible Officer was notified in writing or otherwise has
actual knowledge of such event.

     (d) If as of the beginning of any fiscal year for the Trust (other than
fiscal year ______________), the Registered Certificates are held (directly or,
in the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust notifying the Commission of the suspension of the
reporting requirements under the Exchange Act and shall notify all parties to
this Agreement in writing that a Form 15 has been filed.

     (e) Nothing contained in this Section 8.16 shall be construed to require
any party to this Agreement (other than the Depositor), or any of such party's
officers, to execute any Form 10-K Annual Report or any Sarbanes-Oxley
Certification. The failure of any party to this Agreement, or any of such
party's officers, to execute any Form 10-K Annual Report or any Sarbanes-Oxley
Certification shall not be regarded as a breach by such party of any of its
obligations under this Agreement. The Depositor, each Performing Party and the
Trustee hereby agree to negotiate in good faith with respect to compliance with
any further guidance from the Commission or its staff relating to the execution
of any Form 10-K Annual Report and any Sarbanes-Oxley Certification. In the
event such parties agree on such matters, this Agreement shall be amended to
reflect such agreement pursuant to Section 11.01.

     (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.16 or (ii) negligence, bad faith or willful misconduct on the
part of such Performing Party in the performance of its obligations otherwise
hereunder. A Performing Party shall have no obligation to indemnify any
Certification Party for an inaccuracy in the Performance Certification of any
other Performing Party. If the indemnification provided for in this Section 8.16
is unavailable or insufficient to hold harmless a Certification Party (on
grounds of public policy or otherwise), then each Performing Party shall
contribute to the amount paid or payable by such Certification Party as a result
of the losses, claims, damages or liabilities of such Certification Party in
such proportion as is appropriate to reflect the relative fault of such
Certification Party on the one hand and each Performing Party on the other. The
obligations of the Performing Parties in this Section 8.16(f) to contribute are
several in the proportions described in the preceding sentence and not joint.

     (g) The respective parties hereto agree to cooperate with all reasonable
requests made by any Certifying Person in connection with such Person's attempt
to conduct any due diligence that such Person reasonably believes to be
appropriate in order to allow it to deliver any Sarbanes-Oxley Certification or
portion thereof with respect to the Trust.

     (h) Unless the other parties hereto receive written notice from the Trustee
to the contrary, the Trustee hereby certifies that it intends to file any Form
10-K Annual Report with respect to


                                     -254-
<PAGE>


the Trust for any particular fiscal year on the last Business Day that is not
more than 90 days following the end of such fiscal year. Unless an alternative
time period is provided for in this Agreement, the respective parties hereto
shall deliver to the Trustee, at least 10 Business Days prior to the date on
which the Trustee intends to file any Form 10-K Annual Report as contemplated by
Section 8.16(a), any items required to be delivered by such party that are to be
an exhibit to such Form 10-K Annual Report. The Trustee hereby notifies the
Master Servicer and the Special Servicer that a Form 10-K Annual Report shall be
required to be filed with respect to the Trust for __________________.

     (i) The Trustee shall make available on its Internet Website each Form 10-K
Annual Report, Form 10-D Distribution Report and Form 8-K Current Report,
together with all amendments to those reports, that are filed with the
Commission with respect to the Trust. The Trustee shall post such items on its
Internet Website as soon as reasonably practicable after the later of its
receipt of the subject item and the filing of such item with the Commission

     SECTION 8.17. 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 Trust Mortgage Loan, the
Trustee covenants and agrees that it shall maintain each Mortgage File in the
State of _______________, and that it shall not move any Mortgage File outside
the State of _____________________, other than as specifically provided for in
this Agreement, unless it shall first obtain and provide, at the expense of the
Trustee, an Opinion of Counsel to the Depositor and the Rating Agencies to the
effect that the Trustee's first priority interest in the Mortgage Notes has been
duly and fully perfected under the applicable laws and regulations of such other
jurisdiction.

     SECTION 8.18. The Fiscal Agent.

     (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt
rating of no less than ["A" from each of DBRS (but only if the Fiscal Agent is
rated by DBRS) and Fitch, "Aa3" from Moody's and "AA-" from S&P] (or, in the
case of any such Rating Agency, such lower rating as will not result in an
Adverse Rating Event (as confirmed in writing to the Trustee, the Fiscal Agent
and the Depositor by such Rating Agency)).

     (b) To the extent that the Trustee is required, pursuant to the terms of
this Agreement, to make any Advance, whether as successor Master Servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf of the Trustee as if such Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.18 or otherwise pursuant to this Agreement, the obligations of the
Trustee under this Agreement in respect of such Advance shall be satisfied.

     (c) Notwithstanding anything contained in this Agreement to the contrary,
the Fiscal Agent shall be entitled to all limitations on liability, rights of
reimbursement and indemnities to which the Trustee is entitled hereunder
(including, without limitation, pursuant to Section 8.05(b)) as if it were the
Trustee, except that all fees and expenses of the Fiscal Agent shall be borne by
the Trustee, and neither the Trustee nor such Fiscal Agent shall be entitled to
reimbursement therefor from any of the Trust, the Depositor, the Master Servicer
or the Special Servicer.


                                     -255-
<PAGE>


     (d) The obligations of the Fiscal Agent set forth in this Section 8.18 or
otherwise pursuant to this Agreement shall exist only for so long as the Trustee
that appointed it shall act as Trustee hereunder and the Fiscal Agent shall
automatically be removed in the event of the resignation or removal of the
Trustee. The Fiscal Agent may resign or be removed by the Trustee only if and
when the existence of the Fiscal Agent is no longer necessary for such Trustee
to satisfy the eligibility requirements of Section 8.06; provided that the
Fiscal Agent shall be deemed to have resigned at such time as the Trustee that
appointed it resigns or is removed as Trustee hereunder (in which case the
responsibility for appointing a successor Fiscal Agent in accordance with this
Section 8.18(d) shall belong to the successor Trustee insofar as such
appointment is necessary for such successor Trustee to satisfy the eligibility
requirements of Section 8.06).

     (e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the resignation or removal of the Fiscal Agent.

     (f) The parties hereto hereby agree that [Name of Fiscal Agent] shall be
the initial Fiscal Agent hereunder for the purposes of exercising and performing
the obligations and duties imposed upon the Fiscal Agent in this Agreement. The
Fiscal Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.

     SECTION 8.19. Representations and Warranties of Fiscal Agent.

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

          (i) The Fiscal Agent is a _______________ duly organized, validly
     existing and in good standing under the laws of ______________________-.

          (ii) The execution and delivery of this Agreement by the Fiscal Agent,
     and the performance and compliance with the terms of this Agreement by the
     Fiscal Agent, will not violate the Fiscal Agent's organizational documents
     or constitute a default (or an event which, with notice or lapse of time,
     or both, would constitute a default) under, or result in a material breach
     of, any material agreement or other instrument to which it is a party or by
     which it is bound.

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

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

          (v) The Fiscal Agent is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not


                                     -256-
<PAGE>


     constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Fiscal
     Agent's good faith and reasonable judgment, is likely to affect materially
     and adversely either the ability of the Fiscal Agent to perform its
     obligations under this Agreement or the financial condition of the Fiscal
     Agent.

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

          (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Fiscal Agent of or compliance by the Fiscal Agent with
     this Agreement, or the consummation of the transactions contemplated by
     this Agreement, has been obtained and is effective, except where the lack
     of consent, approval, authorization or order would not have a material
     adverse effect on the performance by the Fiscal Agent under this Agreement.

     (b) The representations and warranties of the Fiscal Agent set forth in
Section 8.19(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.

     (c) Any successor Fiscal Agent shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 8.19(a) subject to such appropriate modifications to the representations
and warranties set forth in Section 8.19(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.


                                     -257-
<PAGE>


                                   ARTICLE IX

                                  TERMINATION

     SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
                   Mortgage Loans.

     Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer, the Fiscal Agent and the Trustee (other than the obligations
of the Trustee to provide for and make distributions to Certificateholders as
hereafter set forth) shall terminate upon distribution (or provision for
distribution) (i) to the Certificateholders of all amounts held by or on behalf
of the Trustee and required hereunder to be so distributed on the Distribution
Date following the earlier to occur of (A) the purchase by the Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder of all Trust
Mortgage Loans and each REO Property (or, in the case of a Loan Combination
Mortgaged Property if it has become an REO Property, the Trust's interest
therein) remaining in the Trust Fund at a price equal to (1) the aggregate
Purchase Price of all the Trust Mortgage Loans then included in the Trust Fund,
plus (2) the appraised value of each REO Property (or, in the case of a Loan
Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein), if any, then included in the Trust Fund, such appraisal to be
conducted by an Independent Appraiser mutually agreed upon by the Master
Servicer, the Special Servicer and the Trustee, minus (3) if the purchaser is
the Master Servicer, the aggregate amount of unreimbursed Advances made by the
Master Servicer, together with any interest accrued and payable to the Master
Servicer in respect of unreimbursed Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the Master Servicer in
connection with such purchase), (B) the exchange by the Sole Certificate Owner
of all the Certificates for all the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund in the manner set forth below in this Section 9.01
and (C) the final payment or other liquidation (or any advance with respect
thereto) of the last Trust Mortgage Loan or REO Property (in the case of a Loan
Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein) remaining in the Trust Fund, and (ii) to the Trustee, the
Master Servicer, the Special Servicer, the Fiscal Agent and the officers,
directors, employees and agents of each of them of all amounts which may have
become due and owing to any of them hereunder; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James's,
living on the date hereof.

     Each of the Plurality Subordinate Certificateholder (or, as contemplated in
the following paragraph, the Controlling Class Representative if one is then so
acting), the Master Servicer and the Special Servicer may at its option elect to
purchase all of the Trust Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (i) (A) of the immediately preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that (i) the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such
election is less than 1.00% of the aggregate Cut-off Date Balances of the Trust
Mortgage Loans, (ii) the Special Servicer shall not have the right to effect
such a purchase if, within 30 days following the Special Servicer's delivery of
a notice of election pursuant to this paragraph, the Master Servicer or the
Plurality Subordinate Certificateholder shall give notice of its election to
purchase all of the Trust Mortgage Loans and each REO Property (or, in the case
of a Loan


                                     -258-
<PAGE>


Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein) remaining in the Trust Fund and shall thereafter effect such
purchase in accordance with the terms hereof, and (iii) the Master Servicer
shall not have the right to effect such a purchase if, within 30 days following
the Master Servicer's delivery of a notice of election pursuant to this
paragraph, the Plurality Subordinate Certificateholder shall give notice of its
election to purchase all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund and shall thereafter effect such purchase in
accordance with the terms hereof. If the Trust Fund is to be terminated in
connection with the Plurality Subordinate Certificateholder's, the Master
Servicer's or the Special Servicer's purchase of all of the Trust Mortgage Loans
and each REO Property (or, in the case of a Loan Combination Mortgaged Property
if it has become an REO Property, the Trust's interest therein) remaining in the
Trust Fund, the Plurality Subordinate Certificateholder, the Master Servicer or
the Special Servicer, as applicable, shall deliver to the Trustee for deposit in
the Collection Account not later than the Determination Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur an amount in immediately available funds equal to the above-described
purchase price. In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on the
related P&I Advance Date from the Collection Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Collection Account that would otherwise be held for future distribution. Upon
confirmation that such final deposit has been made, the Trustee shall release or
cause to be released to the Plurality Subordinate Certificateholder, the Master
Servicer or the Special Servicer, as applicable, the Mortgage Files for the
remaining Trust Mortgage Loans and shall execute all assignments, endorsements
and other instruments furnished to it by the Plurality Subordinate
Certificateholder, the Master Servicer or the Special Servicer, as applicable,
as shall be necessary to effectuate transfer of the Trust Mortgage Loans and REO
Properties (or, in the case of a Loan Combination Mortgaged Property if it has
become an REO Property, the Trust's interest therein) to the Plurality
Subordinate Certificateholder, the Master Servicer or the Special Servicer (or
their respective designees), as applicable.

     Following the date on which the aggregate Certificate Principal Balance of
the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class
AM, Class AJ, Class B, Class C and Class D Certificates is reduced to zero, if
one Person is the owner of a 100% Ownership Interest of each of the other
outstanding Classes of Regular Certificates (any such Person, the "Sole
Certificate Owner"), then the Sole Certificate Owner shall have the right to
exchange all of the outstanding Certificates owned by the Sole Certificate Owner
for all of the Trust Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (i)(B) of the first paragraph of this Section
9.01(a), by giving written notice to all the parties hereto and each Non-Trust
Noteholder no later than 60 days prior to the anticipated date of exchange;
provided that no such exchange may occur if any of the remaining REO Properties
relates to a Loan Combination. In the event that the Sole Certificate Owner
elects to exchange all of the Certificates owned by the Sole Certificate Owner
for all of the Trust Mortgage Loans and, subject to the proviso to the preceding
sentence, each REO Property remaining in the Trust Fund, the Sole Certificate
Owner, not later than the fifth Business Day preceding the Distribution Date on
which the final distribution on the Certificates is to occur, shall deposit in
the Collection Account an amount in immediately available funds equal to all
amounts then due and owing to the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent pursuant to Section 3.05(a), or that
may be withdrawn from the Distribution Account pursuant to Section 3.05(b), but
only to the extent that such amounts are not already on deposit in the
Collection Account. In addition, on the P&I Advance Date immediately preceding
the final Distribution Date, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on such


                                     -259-
<PAGE>


P&I Advance Date from the Collection Account pursuant to the first paragraph of
Section 3.04(b), together with any other amounts on deposit in the Collection
Account that would otherwise be held for future distribution. Upon confirmation
that such final deposits have been made and following the surrender of all the
Certificates on the final Distribution Date, the Trustee shall release or cause
to be released to a designee of the Sole Certificate Owner, the Mortgage Files
for the remaining Trust Mortgage Loans and REO Properties and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole
Certificate Owner as shall be necessary to effectuate transfer of the Trust
Mortgage Loans and REO Properties remaining in the Trust Fund; provided that, if
any Trust Mortgage Loan exchanged pursuant to this Section 9.01 is part of a
Loan Combination, then the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.10. Any transfer of Trust Mortgage Loans pursuant to
this paragraph, except with respect to the [Blackacre] Trust Mortgage Loan,
shall be on a servicing-released basis.

     Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders mailed (a) if such notice is given in connection with the
Plurality Subordinate Certificateholder's, the Master Servicer's or the Special
Servicer's purchase of the Trust Mortgage Loans and each REO Property (or, in
the case of a Loan Combination Mortgaged Property if it has become an REO
Property, the Trust's interest therein) remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates or (b) otherwise during
the month of such final distribution on or before the Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust
Fund will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the
Certificate Registrar or such other location therein designated. The Trustee
shall give such notice to the Master Servicer, the Special Servicer and the
Depositor at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates (exclusive of the Class Z
Certificates) by the Certificateholders on the final Distribution Date, the
Trustee shall distribute to each such Certificateholder so presenting and
surrendering its Certificates such Certificateholder's Percentage Interest of
that portion of the amounts then on deposit in the Distribution Account that are
allocable to payments on the Class of Certificates so presented and surrendered.
Amounts on deposit in the Distribution Account as of the final Distribution
Date, exclusive of any portion thereof that would be payable to any Person in
accordance with clauses (ii) through (vii) and (ix) of Section 3.05(b), but
including any portion thereof that represents Prepayment Premiums and Yield
Maintenance Charges, shall be (i) deemed distributed in respect of the REMIC I
Regular Interests in accordance with Section 4.01(h) and/or Section 4.01(b), as
applicable, and (ii) actually distributed with respect to the REMIC II
Certificates and/or the Class R-I Certificates, as applicable, in the order of
priority set forth in Section 4.01(a) and/or Section 4.01(b), as applicable, in
each case, to the extent of remaining available funds.

     On or after the final Distribution Date, upon presentation and surrender of
the Class Z Certificates, the Trustee shall distribute to the Class Z
Certificateholders any amount then on deposit in the Additional Interest
Account.

     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


                                     -260-
<PAGE>



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 in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the 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, and
shall deal with all such unclaimed amounts in accordance with applicable law.
The costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder.

     SECTION 9.02. Additional Termination Requirements.

     (a) If the Plurality Subordinate Certificateholder, the Master Servicer or
the Special Servicer purchases all of the Trust Mortgage Loans and each REO
Property (or, in the case of a Loan Combination Mortgaged Property if it has
become an REO Property, the Trust's interest therein) remaining in the Trust
Fund as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I and
REMIC II) shall be terminated in accordance with the following additional
requirements, unless the Person effecting the purchase obtains at its own
expense and delivers to the Trustee, an Opinion of Counsel, addressed to the
Trustee, to the effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.02 will not result in the imposition of taxes on
"prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of
the Code or cause either of REMIC I or REMIC II to fail to qualify as a REMIC at
any time that any Certificates are outstanding:

          (i) the Trustee 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 and shall
     satisfy all requirements of a qualified liquidation under Section 860F of
     the Code and any regulations thereunder as set forth in the Opinion of
     Counsel obtained pursuant to Section 9.01 from the party effecting the
     purchase of all the Trust Mortgage Loans and REO Property remaining in the
     Trust Fund;

          (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, the Special Servicer
     or the Plurality Subordinate Certificateholder, as applicable, for cash;
     and

          (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Section 9.01 all cash on hand (other than cash retained to meet claims),
     and each of REMIC I and REMIC II shall terminate at that time.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to specify the 90-day liquidation period for each of
REMIC I and REMIC II, which authorization shall be binding upon all successor
Certificateholders.


                                     -261-
<PAGE>


     SECTION 9.03. Non-Serviced Trust Mortgage Loans.

     References to "REO Property" and "REO Properties" in Sections 9.01 and 9.02
shall be deemed to include the Trust's rights with respect to any REO Property
relating to the [Blackacre] Trust Mortgage Loan and such rights shall be taken
into account in calculating the Purchase Price.


                                     -262-
<PAGE>


                                   ARTICLE X

                           ADDITIONAL TAX PROVISIONS

     SECTION 10.01. REMIC Administration.

     (a) The REMIC Administrator shall elect to treat each of REMIC I and REMIC
II as a REMIC under the Code and, if necessary, under applicable state law. 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 and the Regular Certificates are hereby
designated as "regular interests" (within the meaning of Section 860G(a)(1) of
the Code) in REMIC I and REMIC II, respectively. The Class R-I Certificates and
the Class R-II Certificates are hereby designated as the single class of
"residual interests" (within the meaning of Section 860G(a)(2) of the Code) in
REMIC I and REMIC II, respectively. None of the Master Servicer, the Special
Servicer, the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in REMIC I and REMIC II (within the meaning of
Treasury regulation Section 1.860D-1(b)(1)).

     (c) The Closing Date is hereby designated as the "startup day" of REMIC I
and REMIC II within the meaning of Section 860G(a)(9) of the Code. The "latest
possible maturity date" of (i) the REMIC I Regular Interests and the Regular
Certificates (other than the Class XP Certificates) shall be the Rated Final
Distribution Date, the Distribution Date following the latest maturity of any
Trust Mortgage Loan and (ii) the Class XP Certificates is the Distribution Date
in __________.

     (d) The related Plurality Residual Certificateholder as to the applicable
taxable year is hereby designated as the Tax Matters Person of each of REMIC I
and REMIC II, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the REMIC Administrator is hereby
irrevocably appointed to act and shall act as agent and attorney-in-fact for the
Tax Matters Person for each of REMIC I and REMIC II in the performance of its
duties as such.

     (e) Except as otherwise provided in Section 3.17(a) and subsections (i) and
(j) below, the REMIC Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each of REMIC I and REMIC II (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the Internal Revenue Service or state tax
authorities, which extraordinary expenses shall be payable or reimbursable to
the Trustee from the Trust Fund unless otherwise provided in Section 10.01(h) or
10.01(i)).

     (f) Within 30 days after the Closing Date, the REMIC Administrator shall
obtain taxpayer identification numbers for each of REMIC I and REMIC II by
preparing and filing Internal Revenue Service Forms SS-4 and shall prepare and
file with the Internal Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the REMIC Administrator shall
prepare, cause the Trustee to sign and file all of the other Tax Returns in
respect of REMIC I and REMIC II. The expenses of preparing and filing such
returns shall be borne by the REMIC


                                     -263-
<PAGE>


Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to each of REMIC I and REMIC II as is in
its possession and reasonably requested by the REMIC Administrator to enable it
to perform its obligations under this Article. Without limiting the generality
of the foregoing, the Depositor, within 10 days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

     (g) The REMIC Administrator shall perform on behalf of each of REMIC I and
REMIC II all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or, with respect to
State and Local Taxes, any state or local taxing authority. Included among such
duties, the REMIC Administrator shall provide to: (i) any Transferor of a
Residual Certificate or agent of a Non-Permitted Transferee, such information as
is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required hereunder); and (iii) the Internal Revenue
Service, the name, title, address and telephone number of the Person who will
serve as the representative of each of REMIC I and REMIC II.

     (h) The REMIC Administrator shall perform its duties hereunder so as to
maintain the status of each of REMIC I and REMIC II and as a REMIC under the
REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall
knowingly take (or cause REMIC I or REMIC II to take) any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could be reasonably be expected to (i)
endanger the status of REMIC I or REMIC II as a REMIC, or (ii) except as
provided in Section 3.17(a), result in the imposition of a tax upon either REMIC
I or REMIC II (including, but not limited to, the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code or the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code (any such endangerment or
imposition or, except as provided in Section 3.17(a), imposition of a tax, an
"Adverse REMIC Event")), unless the REMIC Administrator has obtained or received
an Opinion of Counsel (at the expense of the party requesting such action or at
the expense of the Trust Fund if the REMIC Administrator seeks to take such
action or to refrain from acting for the benefit of the Certificateholders) to
the effect that the contemplated action will not result in an Adverse REMIC
Event. The REMIC Administrator shall not take any action or fail to take any
action (whether or not authorized hereunder) as to which the Master Servicer or
the Special Servicer has advised it in writing that either the Master Servicer
or the Special Servicer has received or obtained an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to REMIC I or REMIC II, or
causing either REMIC I or REMIC II to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the


                                     -264-
<PAGE>


REMIC Administrator or its designee, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur. Neither the Master Servicer
nor the Special Servicer shall take any such action or cause either REMIC I or
REMIC II to take any such action as to which the REMIC Administrator has advised
it in writing that an Adverse REMIC Event could occur, and neither the Master
Servicer nor the Special Servicer shall have any liability hereunder for any
action taken by it in accordance with the written instructions of the REMIC
Administrator. The REMIC Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
cost or expense of the Trust Fund, the Trustee or the REMIC Administrator. At
all times as may be required by the Code, the REMIC Administrator shall make
reasonable efforts to ensure that substantially all of the assets of each 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.

     (i) If any tax is imposed on either of REMIC I or REMIC II, including,
without limitation, "prohibited transactions" taxes as defined in Section
860F(a)(2) of the Code, any tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code, any taxes on contributions to REMIC I or
REMIC II after the Startup Day pursuant to Section 860G(d) of the Code, and any
other tax imposed by the Code or any applicable provisions of State or Local Tax
laws (other than any tax permitted to be incurred by the Special Servicer
pursuant to Section 3.17(a)), such tax, together with all incidental costs and
expenses (including, without limitation, penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax
arises out of or results from a breach by the REMIC Administrator of any of its
obligations under this Article X provided that no liability shall be imposed
upon the REMIC Administrator under this clause if another party has
responsibility for payment of such tax under clauses (iii) or (v) of this
Section; (ii) the Special Servicer, if such tax arises out of or results from a
breach by the Special Servicer of any of its obligations under Article III or
this Article X; (iii) the Master Servicer, if such tax arises out of or results
from a breach by the Master Servicer of any of its obligations under Article III
or this Article X; (iv) the Trustee, if such tax arises out of or results from a
breach by the Trustee, of any of its respective obligations under Article IV,
Article VIII or this Article X; or (v) the Trust Fund, excluding the portion
thereof constituting Grantor Trust Z and Grantor Trust E in all other instances.
Any tax permitted to be incurred by the Special Servicer pursuant to Section
3.17(a) shall be charged to and paid by the Trust Fund. Any such amounts payable
by the Trust Fund shall be paid by the Trustee upon the written direction of the
REMIC Administrator out of amounts on deposit in the Distribution Account in
reduction of the Available Distribution Amount pursuant to Section 3.05(b).

     (j) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to each of REMIC I and REMIC II on a
calendar year and on an accrual basis.

     (k) Following the Startup Day, none of the Trustee, the Master Servicer, or
the Special Servicer shall accept any contributions of assets to REMIC I or
REMIC II unless it shall have received an Opinion of Counsel (at the expense of
the party seeking to cause such contribution and in no event at the expense of
the Trust Fund, the Trustee) to the effect that the inclusion of such assets in
such REMIC will not cause: (i) such REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding; or (ii) the imposition of any tax on
such REMIC under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.


                                     -265-
<PAGE>


     (l) None of the Trustee, the Master Servicer, the Special Servicer shall
consent to or, to the extent it is within the control of such Person, permit:
(i) the sale or disposition of any of the Trust Mortgage Loans (except in
connection with (A) the default or foreclosure of a Trust Mortgage Loan,
including, but not limited to, the sale or other disposition of a Mortgaged
Property acquired by deed in lieu of foreclosure, (B) the bankruptcy of REMIC I
or REMIC II, (C) the termination of REMIC I and REMIC II pursuant to Article IX
of this Agreement, or (D) a purchase of Trust Mortgage Loans pursuant to or as
contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Collection Account, the Distribution
Account or an REO Account for gain; or (iii) the acquisition of any assets on
behalf of REMIC I or REMIC II (other than (1) a Mortgaged Property acquired
through foreclosure, deed in lieu of foreclosure or otherwise in respect of a
Trust Defaulted Mortgage Loan, (2) a Qualified Substitute Mortgage Loan pursuant
to Article II hereof and (3) Permitted Investments acquired in connection with
the investment of funds in the Collection Account, any Loan Combination
Custodial Account, the Distribution Account or an REO Account); in any event
unless it has received an Opinion of Counsel (at the expense of the party
seeking to cause such sale, disposition, or acquisition but in no event at the
expense of the Trust Fund, the Trustee) to the effect that such sale,
disposition, or acquisition will not cause: (x) either of REMIC I or REMIC II to
fail to qualify as a REMIC at any time that any Certificates are outstanding; or
(y) the imposition of any tax on REMIC I or REMIC II under the REMIC Provisions
or other applicable provisions of federal, state and local law or ordinances.

     (m) Except as permitted by Section 3.17(a), none of the Trustee, the Master
Servicer and the Special Servicer shall enter into any arrangement by which
REMIC I or REMIC II will receive a fee or other compensation for services nor
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.

     SECTION 10.02. Grantor Trust Administration.

     (a) The REMIC Administrator shall treat each of Grantor Trust Z and Grantor
Trust E for tax return preparation purposes, as a "grantor trust" under the Code
and shall treat (i) the Additional Interest, the Additional Interest Account and
amounts held from time to time in the Additional Interest Account that represent
Additional Interest as separate assets of Grantor Trust Z, and (ii) the Excess
Servicing Strip as separate assets of Grantor Trust E, and in each case not of
REMIC I or REMIC II, as permitted by Treasury Regulations Section
1.860G-2(i)(1). The Class Z Certificates are hereby designated as representing
an undivided beneficial interest in Additional Interest payable on the Trust
Mortgage Loans and proceeds thereof. The holder of the Excess Servicing Strip is
hereby designated as owning an undivided beneficial interest in the Excess
Servicing Strip payable on the Serviced Mortgage Loans and the REO Loans and
proceeds thereof.

     (b) The REMIC Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
Grantor Trust Z and Grantor Trust E (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).


                                     -266-
<PAGE>


     (c) The REMIC Administrator shall prepare, cause the Trustee to sign and
file when due all of the Tax Returns in respect of Grantor Trust Z and Grantor
Trust E. The expenses of preparing and filing such returns shall be borne by the
REMIC Administrator without any right of reimbursement therefor. The other
parties hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to Grantor Trust Z and Grantor Trust E as
is in its possession and reasonably requested by the REMIC Administrator to
enable it to perform its obligations under this Section 10.02. Without limiting
the generality of the foregoing, the Depositor, within 10 days following the
REMIC Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Section 10.02
shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

     (d) The REMIC Administrator shall furnish or cause to be furnished to (i)
the Class Z Certificateholders, and (ii) the holder of the Excess Servicing
Strip, on the cash or accrual method of accounting, as applicable, such
information as to their respective portions of the income and expenses of
Grantor Trust Z or Grantor Trust E, as the case may be, as may be required under
the Code, and shall perform on behalf of Grantor Trust Z and Grantor Trust E all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority.

     (e) The REMIC Administrator shall perform its duties hereunder so as to
maintain the status of each of Grantor Trust Z and Grantor Trust E as a "grantor
trust" under the Grantor Trust Provisions (and the Trustee, the Master Servicer
and the Special Servicer shall assist the REMIC Administrator to the extent
reasonably requested by the REMIC Administrator and to the extent of information
within the Trustee's, the Master Servicer's or the Special Servicer's possession
or control). None of the REMIC Administrator, Master Servicer, the Special
Servicer or the Trustee shall knowingly take (or cause either of Grantor Trust Z
or Grantor Trust E to take) any action or fail to take (or fail to cause to be
taken) any action that, under the Grantor Trust Provisions, if taken or not
taken, as the case may be, could reasonably be expected to endanger the status
of either of Grantor Trust Z or Grantor Trust E as a grantor trust under the
Grantor Trust Provisions (any such endangerment of grantor trust status, an
"Adverse Grantor Trust Event"), unless the REMIC Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the REMIC Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the REMIC Administrator has advised it in writing that the REMIC
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to either of Grantor Trust
Z or Grantor Trust E or causing the Trust Fund to take any action that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the REMIC Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse Grantor
Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall
have any liability hereunder for any action taken by it in accordance with the
written instructions of the REMIC Administrator. The REMIC Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the cost or expense of the Trust


                                     -267-
<PAGE>


Fund, the REMIC Administrator or the Trustee. Under no circumstances may the
REMIC Administrator vary the assets of either of Grantor Trust Z or Grantor
Trust E so as to take advantage of variations in the market so as to improve the
rate of return of Holders of the Class Z Certificates or the holder of the
Excess Servicing Strip, as the case may be.

     (f) If any tax is imposed on either of Grantor Trust Z and Grantor Trust E,
such tax, together with all incidental costs and expenses (including, without
limitation, penalties and reasonable attorneys' fees), shall be charged to and
paid by: (i) the REMIC Administrator, if such tax arises out of or results from
a breach by the REMIC Administrator of any of its obligations under this Section
10.02; (ii) the Special Servicer, if such tax arises out of or results from a
breach by the Special Servicer of any of its obligations under Article III or
this Section 10.02; (iii) the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under
Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of
or results from a breach by the Trustee, of any of its obligations under Article
IV, Article VIII or this Section 10.02; or (v) the portion of the Trust Fund
constituting Grantor Trust Z or Grantor Trust E, as the case may be, in all
other instances.


                                     -268-
<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01. Amendment.

     (a) This Agreement may be amended from time to time by the agreement of the
Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent, without
the consent of any of the Certificateholders, (i) to cure any ambiguity, (ii) to
correct, modify or supplement any provision herein which may be inconsistent
with any other provision herein or with the description of this Agreement set
forth in the Prospectus or the Prospectus Supplement, (iii) to add any other
provisions with respect to matters or questions arising hereunder which shall
not be materially inconsistent with the existing 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) to modify, eliminate or add to the provisions of
Section 5.02(d) or any other provision hereof restricting transfer of the
Residual Certificates by virtue of their being "residual interests" in a REMIC
provided that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is not a Permitted Transferee, (vi) to relax or eliminate any requirement
hereunder imposed by the Securities Act or the rules thereunder if the
Securities Act or those rules are amended or clarified so as to allow for the
relaxation or elimination of that requirement, (vii) if such amendment, as
evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the
case of any amendment requested by the Master Servicer or Special Servicer that
protects or is in furtherance of the interests of the Certificateholders, and
otherwise at the expense of the party seeking such amendment) delivered to the
Master Servicer, the Special Servicer and the Trustee, is advisable or
reasonably necessary to comply with any requirements imposed by the Code or any
successor or amendatory statute or any temporary or final regulation, revenue
ruling, revenue procedure or other written official announcement or
interpretation relating to federal income tax laws or any such proposed action
which, if made effective, would apply retroactively to REMIC I, REMIC II or any
grantor trust created hereunder at least from the effective date of such
amendment, or would be necessary to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any such REMIC or grantor trust,
(viii) to modify or add any provisions as may be required in connection with a
subsequent securitization of the [Blackacre] Pari Passu Non-Trust Loan after its
removal from the trust fund for the [Other Series] Securitization or (ix) to
otherwise modify or delete existing provisions of this Agreement; provided that
no such amendment hereof that is covered solely by clause (iii), (viii) or (ix)
above may, as evidenced by an Opinion of Counsel (at the expense of the Trust
Fund, in the case of any amendment requested by the Master Servicer or Special
Servicer that protects or is in furtherance of the interests of the
Certificateholders, and otherwise at the expense of the party seeking such
amendment) obtained by or delivered to the Master Servicer, the Special Servicer
and the Trustee, adversely affect in any material respect the interests of any
Certificateholder or adversely affect (other than in a de minimis respect) the
interests of any Non-Trust Noteholder; and provided, further, that no such
amendment may adversely affect the rights and/or interests of the Depositor
without its consent; and provided, further, that the Master Servicer, the
Special Servicer and the Trustee shall have first obtained from each Rating
Agency written confirmation that such amendment will not result in an Adverse
Rating Event; and provided, further, that no such amendment hereof that is
covered by any of clauses (i) through (ix) above may significantly change the
activities of the Trust.


                                     -269-
<PAGE>


     (b) This Agreement may also be amended from time to time by the agreement
of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
with the consent of the Holders of Certificates entitled to at least 66-2/3% of
the Voting Rights 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 Trust Mortgage Loans that are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) as evidenced by an Opinion of Counsel obtained by or delivered
to the Master Servicer, the Special Servicer and the Trustee, adversely affect
in any material respect the interests of the Holders of any Class of
Certificates in a manner other than as described in (i) without the consent of
the Holders of all Certificates of such Class, (iii) modify the provisions of
this Section 11.01 without the consent of the Holders of all Certificates then
outstanding, (iv) modify the provisions of Section 3.20 without the consent of
the Holders of Certificates entitled to all of the Voting Rights, (v) modify the
definition of Servicing Standard or the specified percentage of Voting Rights
which are required to be held by Certificateholders to consent or not to object
to any particular action pursuant to any provision of this Agreement without the
consent of the Holders of all Certificates then outstanding, (vi) significantly
change the activities of the Trust without the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights, without regard to
any Certificates held by the Depositor or any of its Affiliates or agents, (vii)
amend defined terms contained in this Agreement as they relate to Section
2.01(d) or the repurchase and/or substitution obligations of any Mortgage Loan
Seller unless such Mortgage Loan Seller shall have agreed to such amendment in
writing, (viii) adversely affect (other than in a de minimis respect) the rights
and/or interests of a Non-Trust Noteholder without its consent or (ix) adversely
affect the rights and/or interests of the Depositor without its consent.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to matters described above as
they would if any other Person held such Certificates, so long as neither the
Depositor nor any of its Affiliates is performing servicing duties with respect
to any of the Trust Mortgage Loans.

     (c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall first have
obtained or been furnished with an Opinion of Counsel (at the expense of the
Trust Fund, in the case of any amendment requested by the Master Servicer or
Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
REMIC I or REMIC II pursuant to the REMIC Provisions or on Grantor Trust Z or
Grantor Trust E or cause either of REMIC I or REMIC II to fail to qualify as a
REMIC or either of Grantor Trust Z or Grantor Trust E to fail to qualify as a
grantor trust at any time that any Certificates are outstanding and (ii) such
amendment complies with the provisions of this Section 11.01.

     (d) Promptly after the execution of any such amendment, the Trustee shall
send a copy thereof to each Certificateholder and each Non-Trust Noteholder.

     (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing


                                     -270-
<PAGE>


the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

     (f) Each of the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent may but shall not be obligated to enter into any amendment pursuant
to this Section that affects its rights, duties and immunities under this
Agreement or otherwise.

     (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a), (b) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer, the Special Servicer or the Trustee requests
any amendment of this Agreement that protects or is in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 11.01(a), (b) or (c) shall be
payable out of the Collection Account or the Distribution Account pursuant to
Section 3.05.

     (h) The Trustee shall give the Depositor reasonable prior written notice of
any amendment sought to be entered into pursuant to subsection (a) or (b) above.

     SECTION 11.02. Recordation of Agreement; Counterparts.

     (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund or, to the extent that it
benefits one or more Non-Trust Noteholders, such Non-Trust Noteholder(s), but
only upon direction accompanied by an Opinion of Counsel (the cost of which may
be paid out of the Collection Account pursuant to Section 3.05(a) or, to the
extent that it benefits such Non-Trust Noteholder(s), out of the related Loan
Combination Custodial Account pursuant to Section 3.05(e)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders and/or one or more Non-Trust Noteholders; provided, however,
that the Trustee shall have no obligation or responsibility to determine whether
any such recordation of this Agreement is required.

     (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

     SECTION 11.03. Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder (except as expressly provided for herein) shall
have any right to vote 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


                                     -271-
<PAGE>


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 Trust Mortgage Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

     SECTION 11.04. Governing Law; Waiver of Trial by Jury.

     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. The parties
hereunder each irrevocably waive, to the extent permitted by applicable law, all
right to trial by jury in any action, claim, suit, proceeding or counterclaim
(whether based on contract, tort or otherwise) relating to or arising out of
this Agreement.

     SECTION 11.05. Notices.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given when delivered to:

          (i) in the case of the Depositor, Merrill Lynch Mortgage Investors,
     Inc., 4 World Financial Center, 10th Floor, 250 Vesey Street, New York, New
     York 10080, Attention: Michael M. McGovern, Director, facsimile number:
     (212) 449-0265;

          (ii) in the case of the Master Servicer, [Name of Master Servicer],
     ____________________________, Attention:_________, facsimile number:
     _____________;

          (iii) in the case of the Special Servicer, [Name of Special Servicer],
     _______________________, Attention:________________, facsimile number:
     ____________;


                                     -272-
<PAGE>



          (iv) in the case of the Trustee, [Name of Trustee],
     _________________________, Attention:________________________, facsimile
     number: __________:

          (v) in the case of the Fiscal Agent, [Name of Fiscal Agent], c/o [Name
     of Trustee], ________________, Attention:_______________, facsimile number:
     _____________________;

          (vi) in the case of the Underwriters,

               (A) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World
          Financial Center, 250 Vesey Street, 16th Floor, New York, New York
          10080, Attention: David Rodgers, Re: Merrill Lynch Mortgage Trust
          200_-_, Commercial Mortgage Pass-Through Certificates, Series 200_-__,
          facsimile number: (212) 449-3658;

               (B) ____________________, ________________________, Attention:
          ______________, Re: Merrill Lynch Mortgage Trust 200_-_, Commercial
          Mortgage Pass-Through Certificates, Series 200_-__, facsimile number:
          __________________; and

               (C) ____________________, ________________________, Attention:
          ______________,, Re: Merrill Lynch Mortgage Trust 200_-_, Commercial
          Mortgage Pass-Through Certificates, Series 200_-__, facsimile number:
          _________________;

          (vii) in the case of the Rating Agencies,

                           [(A) Dominion Bond Rating Service, Inc., 101 N.
                  Wacker Drive, Suite 100, Chicago, Illinois 60606, Attention:
                  CMBS Surveillance, facsimile number: (312) 332-3492;]

                            [(B) Fitch, Inc., Commercial Mortgage Backed
                  Securities, One State Street Plaza, New York, New York
                  10004, Attention: Surveillance, facsimile number: (212)
                  635-0294;]

                           [(C) Moody's Investors Service, Inc., 99 Church
                  Street, New York, New York 10007, Attention: Commercial
                  Mortgage Surveillance, facsimile number: (212) 553-4392;]
                  and

                           [(D) Standard & Poor's Ratings Services, 55 Water
                  Street, New York, New York 10041-0003, Attention: CMBS
                  Surveillance Group, facsimile number: (212) 438-2662]

          (viii) in the case of the initial Controlling Class Representative,
     ______________, ____________________________________ Attention:
     ______________, facsimile number: ___________________;

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.


                                     -273-
<PAGE>


     SECTION 11.06. Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07. Grant of a Security Interest.

     The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund.

     SECTION 11.08. Streit Act.

     Any provisions required to be contained in this Agreement by Section 126 of
Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 126 should at any time be repealed or cease
to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail,
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article
4-A shall cease to have any further effect upon the provisions of this
Agreement.

     SECTION 11.09. Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third-party beneficiary to the obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third party beneficiary pursuant to
this Section 11.09. Each Non-Trust Noteholder and any designee thereof acting on
behalf of or exercising the rights of such Non-Trust Noteholder shall be a third
party beneficiary to this Agreement with respect to its rights as specifically
provided for herein and under the related Loan Combination Intercreditor


                                     -274-
<PAGE>


Agreement. The [Other Series] Master Servicer and the [Other Series] Special
Servicer shall each be a third-party beneficiary to this Agreement with respect
to the rights as specifically provided for herein and under the [Blackacre]
Intercreditor Agreement. This Agreement may not be amended in any manner that
would adversely affect the rights of any third party beneficiary hereof without
its consent. No other person, including, without limitation, any Mortgagor,
shall be entitled to any benefit or equitable right, remedy or claim under this
Agreement.

     SECTION 11.10. Article and Section Headings.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

     SECTION 11.11. Notices to Rating Agencies.

     (a) The Trustee shall promptly provide notice to each Rating Agency and the
Controlling Class Representative (and, if affected thereby, any Non-Trust
Noteholder) with respect to each of the following of which it has actual
knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the resignation or termination of the Trustee, the Master
     Servicer or the Special Servicer;

          (iv) the repurchase of Trust Mortgage Loans by any of the Mortgage
     Loan Sellers pursuant to the applicable Loan Purchase Agreement;

          (v) any change in the location of the Distribution Account;

          (vi) the final payment to any Class of Certificateholders; and

          (vii) any sale or disposition of any Trust Mortgage Loan or REO
     Property.

     (b) The Master Servicer shall promptly provide notice to each Rating Agency
(and, if affected thereby, any Non-Trust Noteholder) with respect to each of the
following of which it has actual knowledge:

          (i) the resignation or removal of the Trustee; and

          (ii) any change in the location of the Collection Account.

     (c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative (and, with respect to a Loan Combination, the
related Non-Trust Noteholder(s)) with respect to a Trust Specially Serviced
Mortgage Loan such information as the Rating Agency or Controlling Class
Representative (and, with respect to a Loan Combination, the related Non-Trust
Noteholder(s)) shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.


                                     -275-
<PAGE>


     (d) To the extent applicable, each of the Master Servicer and the Special
Servicer shall promptly furnish to each Rating Agency copies of the following
items:

          (i) each of its annual statements as to compliance described in
     Section 3.13;

          (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

          (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.03(e), 4.03(c) or 3.08.

     (e) The Trustee shall (i) make available to each Rating Agency and the
Controlling Class Representative, upon reasonable notice, the items described in
Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the
Controlling Class Representative a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

     (f) Each of the Trustee, the Master Servicer and the Special Servicer shall
provide to each Rating Agency such other information with respect to the Trust
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

     (g) The Master Servicer shall give each Rating Agency at least 15 days'
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account allocable to interest on the Trust Mortgage Loans
unless (1) the Master Servicer determines in its sole discretion that waiting 15
days after such a notice could jeopardize the Master Servicer's ability to
recover Nonrecoverable Advances, (2) changed circumstances or new or different
information becomes known to the Master Servicer that could affect or cause a
determination of whether any Advance is a Nonrecoverable Advance, whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the Master Servicer has not timely received from the Trustee
information requested by the Master Servicer to consider in determining whether
to defer reimbursement of a Nonrecoverable Advance; provided that, if clause
(1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in
the Collection Account allocable to interest on the Trust Mortgage Loans as soon
as reasonably practicable in such circumstances. The Master Servicer shall have
no liability for any loss, liability or expense resulting from any notice
provided to any Rating Agency contemplated by the immediately preceding
sentence.

     (h) Notwithstanding any provision herein to the contrary, each of the
Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.

     SECTION 11.12. Complete Agreement.

     This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                     -276-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.



                                   MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                   Depositor


                                   By:
                                        ----------------------------------------
                                   Name:
                                   Title:



                                    [NAME OF MASTER SERVICER]
                                    Master Servicer


                                    By:
                                         ---------------------------------------
                                    Name:
                                    Title:



                                    [NAME OF SPECIAL SERVICER]
                                    Special Servicer


                                    By:
                                         ---------------------------------------
                                    Name:
                                    Title:



                                    [NAME OF TRUSTEE]
                                    Trustee


                                    By:
                                         ---------------------------------------
                                    Name:
                                    Title:



                        Pooling and Servicing Agreement
<PAGE>





                                    [NAME OF FISCAL AGENT]
                                    Fiscal Agent


                                    By:
                                         ---------------------------------------
                                    Name:
                                    Title:


                                    By:
                                         ---------------------------------------
                                    Name:
                                    Title:






                        Pooling and Servicing Agreement
<PAGE>



STATE OF NEW YORK      )
                       )  ss.:
COUNTY OF NEW YORK     )



     On the ______ day of _____________, before me, a notary public in and for
said State, personally appeared ______________________________________, known to
me to be a ______________________________________ of MERRILL LYNCH MORTGAGE
INVESTORS, INC., one of the entities that executed the within instrument, and
also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                    --------------------------------------------
                                                    Notary Public


[Notarial Seal]


                        Pooling and Servicing Agreement
<PAGE>


STATE OF _________________ )
                           )  ss.:
COUNTY OF ________________ )



     On the ______ day of _____________, before me, a notary public in and for
said State, personally appeared ______________________________________, known to
me to be a ______________________________________ of [NAME OF MASTER SERVICER]
one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                     -------------------------------------------
                                                    Notary Public


[Notarial Seal]


                        Pooling and Servicing Agreement
<PAGE>



STATE OF ___________________                   )
                                               )  ss.:
COUNTY OF _________________                    )



     On the _____ day of _____________, before me, a notary public in and for
said State, personally appeared ____________, known to me to be a __________ of
[NAME OF SPECIAL SERVICER] one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                     -------------------------------------------
                                                    Notary Public


[Notarial Seal]


                        Pooling and Servicing Agreement
<PAGE>



STATE OF ______       )
                      )  ss.:
COUNTY OF ______      )



     On the ______ day of ___________, before me, a notary public in and for
said State, personally appeared ______________________________________, known to
me to be a ___________________________________ of [NAME OF TRUSTEE], one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                     -------------------------------------------
                                                    Notary Public


[Notarial Seal]


                        Pooling and Servicing Agreement
<PAGE>



STATE OF __________     )
                        )  ss.:
COUNTY OF _________     )



     On the ______ day of ______________, before me, a notary public in and for
said State, personally appeared _________________________ and
__________________________, known to me to be a _________________________ and a
____________________, respectively, of [NAME OF FISCAL AGENT], one of the
entities that executed the within instrument, and each also known to me to be
the person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


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



[Notarial Seal]


                        Pooling and Servicing Agreement

<PAGE>
                                  EXHIBIT A-1

         FORM OF CLASS A-1, A-2, A-3A, A-3B, A-SB AND A-4 CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
    CLASS [A-1] [A-2] [A-3A] [A-3B] [A-SB] [A-4] COMMERCIAL MORTGAGE PASS-
                    THROUGH CERTIFICATE, SERIES 200__-____

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 (the "Trust") whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                 <C>
Pass-Through Rate: [___% per annum] [Variable]      Initial Certificate Principal Balance of this Certificate as
                                                    of the Closing Date:
                                                    $___________________

Date of Pooling and Servicing Agreement:            Class Principal Balance of all the Class [A-1] [A-2] [A-3A]
__________, 200__                                   [A-3B] [A-SB] [A-4] Certificates as of the Closing Date:
                                                    $______________


Closing Date:  __________, 200__                    Aggregate unpaid principal balance of the Mortgage Pool as of
                                                    the Cut-off Date, after deducting payments of principal due
First Distribution Date:  __________, 200__         on or before such date (the "Initial Pool Balance"):
                                                    $_________________

Master Servicer:  [Name of Master Servicer]         Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]       Fiscal Agent:  [Name of Fiscal Agent]

Certificate No.  [A-1] [A-2] [A-3A] [A-3B]          CUSIP No.:  ___________
[A-SB] [A-4]

</TABLE>

<PAGE>


[FOR BOOK ENTRY CERTIFICATES:] 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

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 Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this
Certificate (their "Class Principal Balance") as of the Closing Date) in that
certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), between Merrill Lynch



                                    A-1-2
<PAGE>


Mortgage Investors, Inc., as depositor (the "Depositor", which term includes
any successor entity under the Agreement), [Name of Master Servicer], as
master servicer (the "Master Servicer", which term includes any successor
entity under the Agreement), [Name of Special Servicer], as special servicer
(the "Special Servicer", which term includes any successor entity under the
Agreement), and [Name of Trustee], as trustee (the "Trustee", which term
includes any successor entity under the Agreement), and [Name of Fiscal
Agent], as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, 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. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, the next succeeding Business Day (each, a "Distribution Date").
Distributions will be made commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the "Record Date"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs; provided that the initial Record Date will be the Closing
Date. 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 (or, in the case of the first such
distribution, no later than) 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


                                    A-1-3
<PAGE>

provided in the Agreement, withdrawals from the Collection Account, the
Distribution Account and, if established, the Pool 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 BOOK ENTRY CERTIFICATES:] Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance


                                    A-1-4
<PAGE>

with respect thereto) on or other liquidation of the last Mortgage Loan or REO
Property remaining in the Trust, (ii) the purchase by the Master Servicer, the
Special Servicer or the Plurality Subordinate Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) remaining in the Trust and (iii) the
exchange by the holder of certain remaining outstanding Classes of
Certificates (as described below) for all the Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) in the Trust. The Agreement permits,
but does not require, the Master Servicer, the Special Servicer or the
Plurality Subordinate Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) 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
approximately 1.0% of the Initial Pool Balance. In addition, following the
date on which the total principal balance of the Class A-1, Class A-2, Class
A-3A, Class A-3B, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C
and Class D Certificates is reduced to zero, any single Holder of each
outstanding Class of Certificates (other than the Class Z, Class R-I and Class
R-II Certificates) may, subject to such other conditions as may be set forth
in the Agreement, exchange those Certificates for all Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) remaining in the Trust Fund at the
time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


                                    A-1-5
<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          -----------------------------------------------
                          Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [A-1] [A-2] [A-3A] [A-3B] [A-SB]
[A-4] Certificates referred to in the within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                        as Authenticating Agent


                        By:
                           ----------------------------------------------
                           Authorized Officer



                                    A-1-6
<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 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.

                  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:  _________________________________________
                  _____________________________________________________________



Dated:


                                         ______________________________________
                                         Signature by or on behalf of Assignor



                                         ______________________________________
                                         Signature Guaranteed


                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to __________
                  ___________________________________________________________
                  for the account of _______________________________________.

                  Distributions made by check (such check to be made payable
                  to _____________________________________) and all applicable
                  statements and notices should be mailed to _________________
                  ____________________________________________________________
                  ___________________________________________________________.


                  This information is provided by____________________________,
                  the assignee named above, or ____________________________,
                  as its agent.


                                    A-1-7
<PAGE>


                                  EXHIBIT A-2

                         FORM OF CLASS XP CERTIFICATE


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
            CLASS XP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200__-____

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 (the "Trust") whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                    <C>
Pass-Through Rate:  Variable                           Initial Certificate Notional Amount of this Certificate as
                                                       of the Closing Date:
                                                       $_________________

Date of Pooling and Servicing Agreement:               Original Class XP Notional Amount of all the Class XP
__________, 200__                                      Certificates as of the Closing Date:  $___________


Closing Date:  __________, 200__                       Aggregate unpaid principal balance of the Mortgage Pool as
                                                       of the Cut-off Date, after deducting payments of principal
First Distribution Date: __________, 200__             due on or before such date (the "Initial Pool Balance"):
                                                       $_______________

Master Servicer:  [Name of Master Servicer]            Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]          Fiscal Agent:  [Name of Fiscal Agent]

Certificate No. XP-___                                 CUSIP No.: _________

</TABLE>


                                    A-2-1
<PAGE>


[FOR BOOK ENTRY CERTIFICATES:] 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND 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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN
ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE.


                                    A-2-2
<PAGE>

                  This certifies that [CEDE & CO.][____________] is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the notional principal amount of this Certificate (its
"Certificate Notional Amount") as of the Closing Date by the aggregate
notional principal amount of all the Certificates of the same Class as this
Certificate (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), between Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [Name of Master Servicer], as master
servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), [Name of Special Servicer], as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), [Name of Trustee], as trustee (the "Trustee", which term includes
any successor entity under the Agreement), and [Name of Fiscal Agent], as
fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, 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. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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 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 Collection Account, the Distribution Account
and, if established, the Pool 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.


                                    A-2-3
<PAGE>

                  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 BOOK ENTRY CERTIFICATES:] Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate is registered as of the relevant date of
determination as owner of this Certificate for all other purposes whatsoever,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Trust, (ii) the purchase by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder at a price determined
as provided in the Agreement of all Mortgage Loans and any REO Properties (or,
if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust and (iii) the exchange by the holder
of certain remaining outstanding Classes of Certificates (as described below)
for all the Mortgage Loans and REO Properties



                                    A-2-4
<PAGE>

(or, if specified in the Agreement with respect to any REO Property, the
Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality
Subordinate Certificateholder to purchase from the Trust all Mortgage Loans
and any REO Properties (or, if specified in the Agreement with respect to any
REO Property, the Trust's interests therein) 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 approximately 1.0% of
the Initial Pool Balance. In addition, following the date on which the total
principal balance of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class
A-SB, Class A-4, Class AM, Class AJ, Class B, Class C and Class D Certificates
is reduced to zero, any single Holder of each outstanding Class of
Certificates (other than the Class Z, Class R-I and Class R-II Certificates)
may, subject to such other conditions as may be set forth in the Agreement,
exchange those Certificates for all Mortgage Loans and REO Properties (or, if
specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


                                    A-2-5
<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          -------------------------------------
                          Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                            as Authenticating Agent


                        By:
                           -----------------------------------------
                           Authorized Officer



                                    A-2-6
<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 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.

                  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:  _________________________________________
                  _____________________________________________________________
                  _____________________________________________________________

Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor



                                          _____________________________________
                                          Signature Guaranteed


                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to_____________
                  ___________________________________for the account of________
                  ________________________________________________________.

                  Distributions made by check (such check to be made payable to
                  ______________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.


This information is provided by ______________________________, the assignee
named above, or __________________________________, as its agent.



                                    A-2-7
<PAGE>

                                  EXHIBIT A-3

                         FORM OF CLASS XC CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
            CLASS XC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200__-____

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 (the "Trust") whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                     <C>
Pass-Through Rate:  Variable                            Initial Certificate Notional Amount of this Certificate as
                                                        of the Closing Date:
                                                        $_____________________

Date of Pooling and Servicing Agreement:                Original Class XC Notional Amount of all the Class XC
__________, 200__                                       Certificates as of the Closing Date:
                                                        $____________


Closing Date:  __________, 200__                        Aggregate unpaid principal balance of the Mortgage Pool as
                                                        of the Cut-off Date, after deducting payments of principal
First Distribution Date:  __________, 200__             due on or before such date (the "Initial Pool Balance"):
                                                        $_____________

Master Servicer:  [Name of Master Servicer]             Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]           Fiscal Agent:  [Name of Fiscal Agent]

Certificate No.  XC -                                   CUSIP No.:  _________


</TABLE>


                                    A-3-1
<PAGE>



[FOR BOOK ENTRY CERTIFICATES:] 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 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER


                                    A-3-2
<PAGE>

HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED
TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING
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 notional principal amount of this Certificate (its
"Certificate Notional Amount") as of the Closing Date by the aggregate
notional principal amount of all the Certificates of the same Class as this
Certificate (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), between Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [Name of Master Servicer], as master
servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), [Name of Special Servicer], as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), [Name of Trustee], as trustee (the "Trustee", which term includes
any successor entity under the Agreement), and [Name of Fiscal Agent], as
fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, 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. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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 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.

                                    A-3-3
<PAGE>

                  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 Collection Account, the Distribution Account
and, if established, the Pool 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 direct or indirect transfer, sale, pledge, hypothecation
or other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities
Act and such state securities laws.

                  If this Certificate constitutes a Definitive Certificate and
a Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any of their respective Affiliates or, if this
Certificate is a Global Certificate, a Transfer of this Certificate to a
successor Depository or to the applicable Certificate Owner in accordance with
Section 5.03 of the Agreement), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit E-1 to the
Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit E-2A to the
Agreement or as Exhibit E-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from
the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the
certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then
such Transferee shall be deemed to have


                                    A-3-4
<PAGE>

represented and warranted that all the certifications set forth in either
Exhibit E-2A or Exhibit E-2B attached to the Agreement are, with respect to
the subject Transfer, true and correct.

                  If this Certificate constitutes a Rule 144A Global
Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a Transfer of any interest herein by
the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of
their respective Affiliates), then the Certificate Owner desiring to effect
such Transfer shall be required to obtain either: (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached
as Exhibit E-2C to the Agreement, or (ii) an Opinion of Counsel to the effect
that such Transferee is a Qualified Institutional Buyer and such Transfer may
be made without registration under the Securities Act. Except as discussed
below, an interest in a Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates may not be transferred to any Person
who takes delivery other than in the form of an interest in such Rule 144A
Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                  Notwithstanding the preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner
holding such interest to any Institutional Accredited Investor (other than a
Qualified Institutional Buyer) that takes delivery in the form of a Definitive
Certificate of the same Class as such Rule 144A Global Certificate upon
delivery to the Certificate Registrar and the Trustee of (i) such
certifications and/or opinions as are contemplated by the third preceding
paragraph, (ii) a certification from such Certificate Owner to the effect that
it is the lawful owner of the beneficial interest being transferred and (iii)
such written orders and instructions as are required under the applicable
procedures of the Depository to direct the Trustee to debit the account of a
Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar
of such certifications and/or opinions and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Rule 144A Global
Certificate by the denomination of the transferred interests in such Rule 144A
Global Certificate, and shall cause a Definitive Certificate of the same Class
as such Rule 144A Global Certificate, and in a denomination equal to the
reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to
which this Certificate belongs, under the Securities Act or any other
securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a Transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made
in accordance with such federal and state laws.


                                    A-3-5
<PAGE>

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) any
Person who is directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in
connection with the initial issuance of the Certificates or any Transfer of
this Certificate or any interest herein by the Depositor, Merrill Lynch,
Pierce, Fenner & Smith Incorporated or any of their respective Affiliates or,
if this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner
in accordance with Section 5.03 of the Agreement, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has
received from the prospective Transferee, and, if this Certificate constitutes
a Global Certificate, any Certificate Owner transferring an interest herein
shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee
is not a Plan and is not directly or indirectly purchasing this Certificate or
such interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan; or (ii) a certification to the effect that the purchase
and holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406 and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Section 4975 of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on Prohibited Transaction Exemption 90-29 or
2000-55, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act,
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, the Fiscal Agent, any Sub-Servicer, any Exemption-Favored
Party or any Mortgagor with respect to Mortgage Loans constituting more than
5% of the aggregate unamortized principal balance of all the Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees that are Plans a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (X) and (Y), together with a
written agreement that such Transferee will obtain from each of its
Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion
of Counsel as required by the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that either: (i) such Transferee
is not a Plan and is not directly or indirectly purchasing this Certificate or
any interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan; or (ii) the purchase and holding of this Certificate or
such interest herein by such Transferee is exempt from the prohibited
transaction provisions of Sections 406 and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Section 4975 of the Code.


                                    A-3-6
<PAGE>


                  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 BOOK ENTRY CERTIFICATES:] Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Trust, (ii) the purchase by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder at a price determined
as provided in the Agreement of all Mortgage Loans and any REO Properties (or,
if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust and (iii) the exchange by the holder
of certain remaining outstanding Classes of Certificates (as described below)
for all the Mortgage Loans and REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein) in
the Trust. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder to
purchase from the Trust all Mortgage Loans and any REO Properties (or, if
specified in the Agreement with respect to any REO Property, the Trust's
interests therein) 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 approximately 1.0% of the Initial Pool
Balance. In addition, following the date on which the total principal balance
of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class AM, Class AJ, Class B, Class C and Class D Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) may, subject to such other
conditions as may be set forth in the Agreement, exchange those Certificates
for all Mortgage Loans and REO Properties (or, if specified in the



                                    A-3-7
<PAGE>

Agreement with respect to any REO Property, the Trust's interests therein)
remaining in the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


                                    A-3-8
<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          ------------------------------------------
                          Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XC Certificates referred to in the
within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                            as Authenticating Agent


                       By:
                          ------------------------------------------
                          Authorized Officer



                                    A-3-9
<PAGE>


                                  ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                  and transfer(s) unto_________________________________________
                  _____________________________________________________________
                  _____________________________________________________________
              (please print or typewrite name and address including postal zip
              code of assignee)

the beneficial ownership interest in the Trust 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.

                  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:___________________________________________
                  _____________________________________________________________
                  _____________________________________________________________


Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor



                                     __________________________________________
                                     Signature Guaranteed


                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to ___________
                  ____________________________________________________________
                  for the account of ________________________________________.

                  Distributions made by check (such check to be made payable to
                  ________________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.

                  This information is provided by ________________________, the
                  assignee named above, or________________________________, as
                  its agent.



                                    A-3-10
<PAGE>



                                  EXHIBIT A-4

                 FORM OF CLASS AM, AJ, B, C AND D CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
   CLASS [AM] [AJ] [B] [C] [D] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200__-____

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 (the "Trust") whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                               <C>
Pass-Through Rate:  Variable                      Initial Certificate Principal Balance of this Certificate as
                                                  of the Closing Date:
                                                  $___________________

Date of Pooling and Servicing Agreement:          Class Principal Balance of all the Class [AM] [AJ] [B] [C]
__________, 200__                                 [D] Certificates as of the Closing Date:
                                                  $_______________


Closing Date:  __________, 200__                  Aggregate unpaid principal balance of the Mortgage Pool as
                                                  of the Cut-off Date, after deducting payments of principal
First Distribution Date:  __________, 200__       due on or before such date (the "Initial Pool Balance"):
                                                  $______________

Master Servicer:  [Name of Master Servicer]       Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]     Fiscal Agent:  [Name of Fiscal Agent]

Certificate No. [AM] [AJ] [B] [C] [D] -___        CUSIP No.:  ______ _____


</TABLE>


                                    A-4-1
<PAGE>


[FOR BOOK ENTRY CERTIFICATES:] 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

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 Closing Date by the aggregate
principal balance of all the

                                    A-4-2
<PAGE>

Certificates of the same Class as this Certificate (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor
(the "Depositor", which term includes any successor entity under the
Agreement), [Name of Master Servicer], as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
[Name of Special Servicer], as special servicer (the "Special Servicer", which
term includes any successor entity under the Agreement), [Name of Trustee], as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and [Name of Fiscal Agent], as fiscal agent (the "Fiscal Agent",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, 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. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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


                                    A-4-3
<PAGE>

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 Collection Account, the Distribution Account
and, if established, the Pool 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 BOOK ENTRY CERTIFICATES:] Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                                    A-4-4
<PAGE>

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Trust, (ii) the purchase by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder at a price determined
as provided in the Agreement of all Mortgage Loans and any REO Properties (or,
if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust and (iii) the exchange by the holder
of certain remaining outstanding Classes of Certificates (as described below)
for all the Mortgage Loans and REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein) in
the Trust. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder to
purchase from the Trust all Mortgage Loans and any REO Properties (or, if
specified in the Agreement with respect to any REO Property, the Trust's
interests therein) 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 approximately 1.0% of the Initial Pool
Balance. In addition, following the date on which the total principal balance
of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class AM, Class AJ, Class B, Class C and Class D Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) may, subject to such other
conditions as may be set forth in the Agreement, exchange those Certificates
for all Mortgage Loans and REO Properties (or, if specified in the Agreement
with respect to any REO Property, the Trust's interests therein) remaining in
the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York


                                    A-4-5
<PAGE>

General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.



                                    A-4-6
<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          ----------------------------------------------
                          Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [AM] [AJ] [B] [C] [D] Certificates
referred to in the within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                        as Authenticating Agent


                        By:
                           ---------------------------------------------
                           Authorized Officer



                                    A-4-7
<PAGE>


                                  ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                  and transfer(s) unto_________________________________________
                  _____________________________________________________________
                  _____________________________________________________________
              (please print or typewrite name and address including postal zip
              code of assignee)

the beneficial ownership interest in the Trust 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.

                  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:___________________________________________
                  _____________________________________________________________
                  _____________________________________________________________


Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor



                                     __________________________________________
                                     Signature Guaranteed


                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to ___________
                  ____________________________________________________________
                  for the account of ________________________________________.

                  Distributions made by check (such check to be made payable to
                  ________________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.

                  This information is provided by ________________________, the
                  assignee named above, or________________________________, as
                  its agent.




                                    A-4-8
<PAGE>

                                  EXHIBIT A-5

                   FORM OF CLASS E, F, G AND H CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
      CLASS [E] [F] [G] [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200__-____

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 (the "Trust"), whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                 <C>
Pass-Through Rate: Variable                         Initial Certificate Principal Balance of this Certificate
                                                    as of the Closing Date:
                                                    $____________________

Date of Pooling and Servicing Agreement:            Class Principal Balance of all the Class [E] [F] [G] [H]
__________, 200__                                   Certificates as of the Closing Date:
                                                    $____________________


Closing Date:  __________, 200__                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                    of the Cut-off Date, after deducting payments of principal
First Distribution Date:  __________, 200__         due on or before such date (the "Initial Pool Balance"):
                                                    $___________________

Master Servicer:  [Name of Master Servicer]         Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]       Fiscal Agent:  [Name of Fiscal Agent]

Certificate No. [E] [F] [G] [H]-___                 CUSIP No.:  __________

</TABLE>

                                    A-5-1
<PAGE>


[FOR BOOK ENTRY CERTIFICATES:] 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 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A

                                    A-5-2
<PAGE>

"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE CODE.

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 Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this
Certificate (their "Class Principal Balance") as of the Closing Date) in that
certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), between Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [Name of Master Servicer], as master
servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), [Name of Special Servicer], as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), [Name of Trustee], as trustee (the "Trustee", which term includes
any successor entity under the Agreement), and [Name of Fiscal Agent], as
fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, 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. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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


                                    A-5-3
<PAGE>

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 Collection Account, the Distribution Account
and, if established, the Pool 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 direct or indirect transfer, sale, pledge, hypothecation
or other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities
Act and such state securities laws.

                  If this Certificate constitutes a Definitive Certificate and
a Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any of their respective Affiliates or, if this
Certificate is a Global Certificate, a Transfer of this Certificate to a
successor Depository or to the applicable Certificate Owner in accordance with
Section 5.03 of the Agreement), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit E-1 to the
Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit E-2A to the
Agreement or as Exhibit E-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transferee is an
Institutional


                                    A-5-4
<PAGE>

Accredited Investor or a Qualified Institutional Buyer and such Transfer may
be made without registration under the Securities Act (which Opinion of
Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the
certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit E-2A or Exhibit E-2B attached to
the Agreement are, with respect to the subject Transfer, true and correct.

                  If this Certificate constitutes a Rule 144A Global
Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a Transfer of any interest herein by
the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or any of
their respective Affiliates), then the Certificate Owner desiring to effect
such Transfer shall be required to obtain either: (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached
as Exhibit E-2C to the Agreement, or (ii) an Opinion of Counsel to the effect
that such Transferee is a Qualified Institutional Buyer and such Transfer may
be made without registration under the Securities Act. Except as discussed
below, an interest in a Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates may not be transferred to any Person
who takes delivery other than in the form of an interest in such Rule 144A
Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                  Notwithstanding the preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner
holding such interest to any Institutional Accredited Investor (other than a
Qualified Institutional Buyer) that takes delivery in the form of a Definitive
Certificate of the same Class as such Rule 144A Global Certificate upon
delivery to the Certificate Registrar and the Trustee of (i) such
certifications and/or opinions as are contemplated by the third preceding
paragraph, (ii) a certification from such Certificate Owner to the effect that
it is the lawful owner of the beneficial interest being transferred and (iii)
such written orders and instructions as are required under the applicable
procedures of the Depository to direct the Trustee to debit the account of a
Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar
of such certifications and/or opinions and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Rule 144A Global
Certificate by the denomination of the transferred interests in such Rule 144A
Global Certificate, and shall cause a Definitive Certificate of the same Class
as such Rule 144A Global Certificate, and in a denomination equal to the
reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.


                                    A-5-5
<PAGE>

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to
which this Certificate belongs, under the Securities Act or any other
securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a Transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar
and their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made
in accordance with such federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) any
Person who is directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in
connection with the initial issuance of the Certificates or any Transfer of
this Certificate or any interest herein by the Depositor, Merrill Lynch,
Pierce, Fenner & Smith Incorporated or any of their respective Affiliates or,
if this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner
in accordance with Section 5.03 of the Agreement, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has
received from the prospective Transferee, and, if this Certificate constitutes
a Global Certificate, any Certificate Owner transferring an interest herein
shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee
is not a Plan and is not directly or indirectly purchasing this Certificate or
such interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan; or (ii) a certification to the effect that the purchase
and holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406 and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Section 4975 of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on Prohibited Transaction Exemption 90-29 or
2000-55, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act,
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, the Fiscal Agent, any Sub-Servicer, any Exemption-Favored
Party or any Mortgagor with respect to Mortgage Loans constituting more than
5% of the aggregate unamortized principal balance of all the Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees that are Plans a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (X) and (Y), together with a
written agreement that such Transferee will obtain from each of its
Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer


                                    A-5-6
<PAGE>

will not result in a violation of Section 406 or 407 of ERISA or Section 4975
of the Code or result in the imposition of an excise tax under Section 4975 of
the Code. If any Transferee of this Certificate or any interest herein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar (if this Certificate constitutes a Definitive Certificate) or the
Transferor (if this Certificate constitutes a Global Certificate) a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or any interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase
and holding of this Certificate or such interest herein by such Transferee is
exempt from the prohibited transaction provisions of Sections 406 and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Section
4975 of the Code.

                  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 BOOK ENTRY CERTIFICATES:] Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Trust, (ii) the purchase by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder at a price determined
as provided in the Agreement of all Mortgage Loans and any REO Properties (or,
if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust and (iii) the exchange by the holder
of certain remaining outstanding Classes of Certificates (as described below)
for all the Mortgage Loans and REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein) in
the


                                    A-5-7
<PAGE>

Trust. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder to
purchase from the Trust all Mortgage Loans and any REO Properties (or, if
specified in the Agreement with respect to any REO Property, the Trust's
interests therein) 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 approximately 1.0% of the Initial Pool
Balance. In addition, following the date on which the total principal balance
of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class AM, Class AJ, Class B, Class C and Class D Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) may, subject to such other
conditions as may be set forth in the Agreement, exchange those Certificates
for all Mortgage Loans and REO Properties (or, if specified in the Agreement
with respect to any REO Property, the Trust's interests therein) remaining in
the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


                                    A-5-8
<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          ---------------------------------------
                          Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [E] [F] [G] [H] Certificates
referred to in the within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                        as Authenticating Agent


                        By:
                           -------------------------------------------
                           Authorized Officer



                                    A-5-9
<PAGE>


                                  ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                  and transfer(s) unto_________________________________________
                  _____________________________________________________________
                  _____________________________________________________________
              (please print or typewrite name and address including postal zip
              code of assignee)

the beneficial ownership interest in the Trust 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.

                  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:___________________________________________
                  _____________________________________________________________
                  _____________________________________________________________


Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor



                                     __________________________________________
                                     Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to ___________
                  ____________________________________________________________
                  for the account of ________________________________________.

                  Distributions made by check (such check to be made payable to
                  ________________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.

                  This information is provided by ________________________, the
                  assignee named above, or________________________________, as
                  its agent.




                                    A-5-10
<PAGE>

                                  EXHIBIT A-6

               FORM OF CLASS J, K, L, M, N, P AND Q CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
      CLASS [J] [K] [L] [M] [N] [P] [Q] COMMERCIAL MORTGAGE PASS-THROUGH
                                 CERTIFICATE,
                              SERIES 200__-____

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 (the "Trust"), whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                <C>
Pass-Through Rate:  Variable                       Initial Certificate Principal Balance of this Certificate
                                                   as of the Closing Date:
                                                   $________________

Date of Pooling and Servicing Agreement:           Class Principal Balance of all the Class [J] [K] [L] [M]
__________, 200__                                  [N] [P] [Q] Certificates as of the Closing Date:
                                                   $______________

Closing Date:  __________, 200__                   Aggregate unpaid principal balance of the Mortgage Pool as
                                                   of the Cut-off Date, after deducting payments of principal
First Distribution Date:  __________, 200__        due on or before such date (the "Initial Pool Balance"):
                                                   $__________________

Master Servicer:  [Name of Master Servicer]        Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]      Fiscal Agent:  [Name of Fiscal Agent]

Certificate No. [J] [K] [L] [M] [N] [P] [Q]-___    CUSIP No.:  __________


</TABLE>

                                    A-6-1
<PAGE>



[FOR BOOK ENTRY CERTIFICATES:] 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 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A


                                    A-6-2
<PAGE>

"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE CODE.

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 Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this
Certificate (their "Class Principal Balance") as of the Closing Date) in that
certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), between Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [Name of Master Servicer], as master
servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), [Name of Special Servicer], as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), [Name of Trustee], as trustee (the "Trustee", which term includes
any successor entity under the Agreement), and [Name of Fiscal Agent], as
fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, 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. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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

                                    A-6-3
<PAGE>

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 Collection Account, the Distribution Account
and, if established, the Pool 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 direct or indirect transfer, sale, pledge, hypothecation
or other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities
Act and such state securities laws.

                  If this Certificate constitutes a Definitive Certificate and
a Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any of their respective Affiliates or, if this
Certificate is a Global Certificate, a Transfer of this Certificate to a
successor Depository or to the applicable Certificate Owner in accordance with
Section 5.03 of the Agreement), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit E-1 to the
Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit E-2A to the
Agreement or as Exhibit E-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transferee is an
Institutional


                                    A-6-4
<PAGE>

Accredited Investor or a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from
the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the
certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit E-2A or Exhibit E-2B attached to
the Agreement are, with respect to the subject Transfer, true and correct.

                  If this Certificate constitutes a Rule 144A Global
Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a Transfer of any interest herein by
the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of
their respective Affiliates), then the Certificate Owner desiring to effect
such Transfer shall be required to obtain either: (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached
as Exhibit E-2C to the Agreement, or (ii) an Opinion of Counsel to the effect
that such Transferee is a Qualified Institutional Buyer and such Transfer may
be made without registration under the Securities Act. Except as discussed
below, an interest in a Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates may not be transferred to any Person
who takes delivery other than in the form of an interest in such Rule 144A
Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                  Notwithstanding the preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner
holding such interest to any Institutional Accredited Investor (other than a
Qualified Institutional Buyer) that takes delivery in the form of a Definitive
Certificate of the same Class as such Rule 144A Global Certificate upon
delivery to the Certificate Registrar and the Trustee of (i) such
certifications and/or opinions as are contemplated by the third preceding
paragraph, (ii) a certification from such Certificate Owner to the effect that
it is the lawful owner of the beneficial interest being transferred and (iii)
such written orders and instructions as are required under the applicable
procedures of the Depository to direct the Trustee to debit the account of a
Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar
of such certifications and/or opinions and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Rule 144A Global
Certificate by the denomination of the transferred interests in such Rule 144A
Global Certificate, and shall cause a Definitive Certificate of the same Class
as such Rule 144A Global Certificate, and in a denomination equal to the
reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.


                                    A-6-5
<PAGE>

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to
which this Certificate belongs, under the Securities Act or any other
securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a Transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made
in accordance with such federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) any
Person who is directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in
connection with the initial issuance of the Certificates or any Transfer of
this Certificate or any interest herein by the Depositor, Merrill Lynch,
Pierce, Fenner & Smith Incorporated or any of their respective Affiliates or,
if this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner
in accordance with Section 5.03 of the Agreement, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has
received from the prospective Transferee, and, if this Certificate constitutes
a Global Certificate, any Certificate Owner transferring an interest herein
shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee
is not a Plan and is not directly or indirectly purchasing this Certificate or
such interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan; or (ii) a certification to the effect that the purchase
and holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406 and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Section 4975 of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on Prohibited Transaction Exemption 90-29 or
2000-55, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act,
(Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, the Fiscal Agent, any Exemption-Favored
Party or any Mortgagor with respect to Mortgage Loans constituting more than
5% of the aggregate unamortized principal balance of all the Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees that are Plans a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (X) and (Y), together with a
written agreement that such Transferee will obtain from each of its
Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer


                                    A-6-6
<PAGE>

will not result in a violation of Section 406 or 407 of ERISA or Section 4975
of the Code or result in the imposition of an excise tax under Section 4975 of
the Code. If any Transferee of this Certificate or any interest herein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar (if this Certificate constitutes a Definitive Certificate) or the
Transferor (if this Certificate constitutes a Global Certificate) a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or any interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase
and holding of this Certificate or such interest herein by such Transferee is
exempt from the prohibited transaction provisions of Sections 406 and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Section
4975 of the Code.

                  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 BOOK ENTRY CERTIFICATES:] Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Trust, (ii) the purchase by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder at a price determined
as provided in the Agreement of all Mortgage Loans and any REO Properties (or,
if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust and (iii) the exchange by the holder
of certain remaining outstanding Classes of Certificates (as described below)
for all the Mortgage Loans and REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein) in
the

                                    A-6-7
<PAGE>

Trust. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder to
purchase from the Trust all Mortgage Loans and any REO Properties (or, if
specified in the Agreement with respect to any REO Property, the Trust's
interests therein) 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 approximately 1.0% of the Initial Pool
Balance. In addition, following the date on which the total principal balance
of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class AM, Class AJ, Class B, Class C and Class D Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) may, subject to such other
conditions as may be set forth in the Agreement, exchange those Certificates
for all Mortgage Loans and REO Properties (or, if specified in the Agreement
with respect to any REO Property, the Trust's interests therein) remaining in
the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


                                    A-6-8
<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          __________________________________________
                              Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [J] [K] [L] [M] [N] [P] [Q]
Certificates referred to in the within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                        as Authenticating Agent


                        By:
                           ---------------------------------------
                           Authorized Officer





                                    A-6-9
<PAGE>


                                  ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                  and transfer(s) unto_________________________________________
                  _____________________________________________________________
                  _____________________________________________________________
              (please print or typewrite name and address including postal zip
              code of assignee)

the beneficial ownership interest in the Trust 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.

                  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:___________________________________________
                  _____________________________________________________________
                  _____________________________________________________________


Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor



                                     __________________________________________
                                     Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to ___________
                  ____________________________________________________________
                  for the account of ________________________________________.

                  Distributions made by check (such check to be made payable to
                  ________________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.

                  This information is provided by ________________________, the
                  assignee named above, or________________________________, as
                  its agent.




                                    A-6-10

<PAGE>

                                  EXHIBIT A-7

                    FORM OF CLASS R-I AND R-II CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
       CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200__-____

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 (the "Trust"), whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                              <C>
Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
__________, 200__                                                related Class:  _____%

Closing Date:  __________, 200__                                 Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
First Distribution Date:  __________, 200__                      due on or before such date (the "Initial Pool Balance"):
                                                                 $________________

Master Servicer:  [Name of Master Servicer]                      Trustee: [Name of Trustee]

Special Servicer:  [Name of Special Servicer]                    Fiscal Agent: [Name of Fiscal Agent]

Certificate No.  [R-I] [R-II]-___                                CUSIP No.:  _________

</TABLE>


                                    A-7-1
<PAGE>



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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY TO A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE
ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON
BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH
TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
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

                                    A-7-2
<PAGE>

interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor
(the "Depositor", which term includes any successor entity under the
Agreement), [Name of Master Servicer], as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
[Name of Special Servicer], as special servicer (the "Special Servicer", which
term includes any successor entity under the Agreement), [Name of Trustee], as
trustee (the "Trustee", which term includes any successor entity under the
Agreement),and [Name of Fiscal Agent], as fiscal agent (the "Fiscal Agent",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, 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. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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 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 Collection Account, the Distribution Account
and, if established, the Pool 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

                                    A-7-3
<PAGE>

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 direct or indirect transfer, sale, pledge, hypothecation
or other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities
Act and such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a Transfer of this Certificate by the
Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their
respective Affiliates), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit E-1 to the
Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit E-2A to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the
effect that such Transferee is a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from
the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the
certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2A attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to
which this Certificate belongs, under the Securities Act or any other
securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder desiring to
effect a Transfer of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Certificate Registrar and their respective Affiliates
against any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

                                    A-7-4
<PAGE>

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) any
Person who is directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan. If any Transferee
of this Certificate or any interest herein does not, in connection with the
subject Transfer, deliver to the Certificate Registrar a certification as
required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that such Transferee is not a Plan and is not
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.

                  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)(A) 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)(B) 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 Trustee and the 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 G-1 to the Agreement (a
"Transfer Affidavit and Agreement") from the proposed Transferee, representing
and warranting, among other things, that such Transferee is a Permitted
Transferee, that it is not acquiring its Ownership Interest in this
Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, 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. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Tax
Persons.

                  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 G-2 to the Agreement stating that, among other
things, it has no actual knowledge that such other Person is not a


                                    A-7-5
<PAGE>

Permitted Transferee. Each Person holding or acquiring an Ownership Interest
in this Certificate, by purchasing such Ownership Interest herein, agrees to
give the Trustee and the REMIC Administrator written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
regulations section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such
Ownership Interest, if it is, or is holding such Ownership Interest on behalf
of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been
delivered to the Trustee and the REMIC Administrator the following: (a)
written notification from each Rating Agency to the effect that the
modification of, addition to or elimination of such provisions will not cause
such Rating Agency to withdraw, qualify or downgrade its then-current rating
of any Class of Certificates; and (b) an opinion of counsel, in form and
substance satisfactory to the Trustee and the REMIC Administrator, to the
effect that such modification of, addition to or elimination of such
provisions will not (i) cause either REMIC I or REMIC II to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual
Certificate to a Person that is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause either REMIC I or REMIC II to fail to qualify as a
REMIC, (iii) a Disqualified Non-United States Tax Person, (iv) a Disqualified
Partnership or (v) a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of a United States Tax Person.

                  A "Disqualified Organization" is (i) the United States, any
State or political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any organization (other than certain farmers' cooperatives described in
Section 521 of the Code) that is exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iii) rural electric and telephone cooperatives
described in Section 1381 of the Code and (iv) any other Person so designated
by the Trustee or 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 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 "Disqualified Non-United States Tax Person" is, with
respect to any Residual Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Certificate and, for purposes of Treasury regulations section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulations section
1.860E-1(c)(4)(ii), as a holder of such Residual Certificate for United States
federal income tax purposes, it may incur tax liabilities in excess of any
cash flows generated by such Residual Certificate and intends to pay taxes
associated with holding such Residual Certificate, and (c) has furnished the
Transferor and the Trustee with an effective IRS Form W-8ECI or successor form
and has agreed to update such form as required under the applicable Treasury
regulations; or (2) a Non-United States Tax Person that has delivered to the
Transferor, the Trustee and the Certificate Registrar


                                    A-7-6
<PAGE>

an opinion of nationally recognized tax counsel to the effect that (x) the
Transfer of such Residual Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y)
such Transfer of such Residual Certificate will not be disregarded for United
States federal income tax purposes.

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

                  A "Non-United States Tax Person" is any Person other than a
United States Tax Person. A "United States Tax Person" is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate whose income from sources without
the United States is includable in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a trade
or business within the United States, or a trust if a court within the United
States is able to exercise 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 (or to the extent provided in the Treasury
regulations, if the trust was in existence on August 20, 1996 and elected to
be treated as a United States person), all within the meaning of Section
7701(a)(30) of the Code.

                  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.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan or REO Property
remaining in the Trust, (ii) the purchase by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder at a price determined
as provided in the Agreement of all Mortgage Loans and any REO Properties (or,
if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust and (iii) the exchange by the holder
of certain remaining outstanding Classes of Certificates (as described below)
for all the Mortgage Loans and REO Properties


                                    A-7-7
<PAGE>

(or, if specified in the Agreement with respect to any REO Property, the
Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality
Subordinate Certificateholder to purchase from the Trust all Mortgage Loans
and any REO Properties (or, if specified in the Agreement with respect to any
REO Property, the Trust's interests therein) 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 approximately 1.0% of
the Initial Pool Balance. In addition, following the date on which the total
principal balance of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class
A-SB, Class A-4, Class AM, Class AJ, Class B, Class C and Class D Certificates
is reduced to zero, any single Holder of each outstanding Class of
Certificates (other than the Class Z, Class R-I and Class R-II Certificates)
may, subject to such other conditions as may be set forth in the Agreement,
exchange those Certificates for all Mortgage Loans and REO Properties (or, if
specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.



                                    A-7-8
<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                           as Certificate Registrar


                       By:
                          ------------------------------------
                          Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [R-I] [R-II] Certificates referred
to in the within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                        as Authenticating Agent


                        By:
                           ---------------------------------
                           Authorized Officer



                                    A-7-9
<PAGE>


                                  ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                  and transfer(s) unto_________________________________________
                  _____________________________________________________________
                  _____________________________________________________________
              (please print or typewrite name and address including postal zip
              code of assignee)

the beneficial ownership interest in the Trust 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.

                  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:___________________________________________
                  _____________________________________________________________
                  _____________________________________________________________


Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor



                                     __________________________________________
                                     Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to ___________
                  ____________________________________________________________
                  for the account of ________________________________________.

                  Distributions made by check (such check to be made payable to
                  ________________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.

                  This information is provided by ________________________, the
                  assignee named above, or________________________________, as
                  its agent.




                                    A-7-10

<PAGE>
                                  EXHIBIT A-8

                         FORM OF CLASS Z CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 200__-____
             CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 200__-____

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 (the "Trust"), whose assets consist primarily of
a pool (the "Mortgage Pool") of commercial, multifamily and manufactured
housing community mortgage loans (the "Mortgage Loans"), such pool being
formed and sold by

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                            <C>
Date of Pooling and Servicing Agreement:                       Percentage Interest evidenced by this Certificate in Class Z:
__________, 200__                                              ___%

Closing Date:  __________, 200__                               Aggregate unpaid principal balance of the Mortgage Pool as of
                                                               the Cut-off Date, after deducting payments of principal due on
First Distribution Date: __________, 200__                     or before such date (the "Initial Pool Balance"):  $___________

Master Servicer:  [Name of Master Servicer]                    Trustee:  [Name of Trustee]

Special Servicer:  [Name of Special Servicer]                  Fiscal Agent:  [Name of Fiscal Agent]

Certificate No.  Z-___

</TABLE>


                                    A-8-1
<PAGE>


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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY TO A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER SECURITIES ACT IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION
OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [Name of Master Servicer], [Name of Special
Servicer], [Name of Trustee], [Name of Fiscal Agent] 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 IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

                  This certifies that ________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Class Z Certificates. The Trust was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated
as specified above (the "Agreement"), between Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [Name of Master Servicer], as master
servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), [Name of Special Servicer], as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), [Name of Trustee], as trustee (the "Trustee", which term includes
any successor entity under the Agreement), and [Name of Fiscal Agent], as
fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, 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. In the event


                                    A-8-2
<PAGE>

of any conflict between any provision of this Certificate and any provision of
the Agreement, such provision of this Certificate shall be superseded to the
extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will
be made on the ____ day of any given month, or if the ____ day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"). Distributions will be made commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed pursuant to the Agreement on the
applicable Distribution Date in respect of the Class of Certificates to which
this Certificate belongs; provided that the initial Record Date will be the
Closing Date. 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 (or, in the case of the first such
distribution, no later than) 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 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 Collection Account, the Distribution Account
and, if established, the Pool 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.

                                    A-8-3
<PAGE>

                  No direct or indirect transfer, sale, pledge, hypothecation
or other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities
Act and such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a Transfer of this Certificate by the
Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their
respective Affiliates), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached as Exhibit E-1 to the
Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit E-2A to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to the
effect that such Transferee is a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
the written certification(s) as to the facts surrounding such Transfer from
the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the
certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2A attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to
which this Certificate belongs, under the Securities Act or any other
securities law or to take any action not otherwise required under the
Agreement to permit the Transfer of this Certificate or any interest herein
without such registration or qualification. Any Certificateholder desiring to
effect a Transfer of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Certificate Registrar and their respective Affiliates
against any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) any
Person who is directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of this Certificate or such
interest herein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code. Except in
connection with the initial issuance of the Certificates or any Transfer of
this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has
received from the prospective Transferee, one of


                                    A-8-4
<PAGE>

the following: (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such Transfer will not result in a violation of Section 406
or 407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this
Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion
of Counsel as required by the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that either: (i) such Transferee
is not a Plan and is not directly or indirectly purchasing this Certificate or
such interest herein on behalf of, as named fiduciary of, as trustee of, or
with assets of a Plan; or (ii) the purchase and holding of this Certificate or
such interest herein by such Transferee is exempt from the prohibited
transaction provisions of Sections 406 and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Section 4975 of the Code.

                  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.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for
registration of transfer, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as
owner of this Certificate for all other purposes whatsoever, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust 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 final payment (or any advance with respect thereto) on or
other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust, (ii) the purchase by the Master Servicer, the Special Servicer or the
Plurality Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties (or, if specified
in the Agreement with respect to any REO Property, the Trust's interests
therein) remaining in the Trust and (iii) the exchange by the holder of
certain remaining outstanding Classes of Certificates (as described below) for
all the Mortgage Loans and REO Properties (or, if specified in the Agreement
with respect to any REO Property, the Trust's interests therein) in the Trust.
The Agreement permits, but does not require, the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests


                                    A-8-5
<PAGE>

therein) 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 approximately 1.0% of the Initial Pool Balance. In
addition, following the date on which the total principal balance of the Class
A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class AM, Class
AJ, Class B, Class C and Class D Certificates is reduced to zero, any single
Holder of each outstanding Class of Certificates (other than the Class Z,
Class R-I and Class R-II Certificates) may, subject to such other conditions
as may be set forth in the Agreement, exchange those Certificates for all
Mortgage Loans and REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining in the
Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at
any time by the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights. 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 each of REMIC I and 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 Authenticating Agent, 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 (to the extent of its rights
therein) for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the
Holder hereof shall be determined in accordance with such laws.


                                    A-8-6
<PAGE>


                   IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.


                       [Name of Certificate Registrar],
                       as Certificate Registrar


                       By:
                           --------------------------------------
                           Authorized Officer


                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class Z Certificates referred to in the
within-mentioned Agreement.

Dated:  __________, 200__


                        [Name of Authenticating Agent]
                        as Authenticating Agent


                        By:
                           -------------------------------------
                           Authorized Officer



                                    A-8-7
<PAGE>


                                  ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                  and transfer(s) unto_________________________________________
                  _____________________________________________________________
                  _____________________________________________________________
              (please print or typewrite name and address including postal zip
              code of assignee)

the beneficial ownership interest in the Trust 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.

                  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:___________________________________________
                  _____________________________________________________________
                  _____________________________________________________________


Dated:


                                     __________________________________________
                                     Signature by or on behalf of Assignor



                                     __________________________________________
                                     Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
                  distribution:

                  Distributions shall, if permitted, be made by wire transfer
                  or otherwise, in immediately available funds, to ___________
                  ____________________________________________________________
                  for the account of ________________________________________.

                  Distributions made by check (such check to be made payable to
                  ________________________) and all applicable statements and
                  notices should be mailed to _________________________________
                  _____________________________________________________________
                  ____________________________________________________________.

                  This information is provided by ________________________, the
                  assignee named above, or________________________________, as
                  its agent.




                                    A-8-8
<PAGE>
                                   EXHIBIT B

                            MORTGAGE LOAN SCHEDULE



                                (See Attached)




                                     B-1
<PAGE>

                                   EXHIBIT C

                        FORM OF CUSTODIAL CERTIFICATION

                                                                        [Date]


Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

Merrill Lynch Mortgage Lending, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York  10080

____________________________________
____________________________________
____________________________________
____________________________________
(Name and Address of Mortgage Loan Seller )


____________________________________
____________________________________
____________________________________
____________________________________
(Name and Address of Mortgage Loan Seller #2)


____________________________________
____________________________________
____________________________________
____________________________________
(Name and Address of Master Servicer)


____________________________________
____________________________________
____________________________________
____________________________________
(Name and Address of Special Servicer)


Re:          Merrill Lynch Mortgage Trust 200__-____,
             Commercial Mortgage Pass-Through Certificates, Series 200__-____
             ----------------------------------------------------------------

Ladies and Gentlemen:

                                     C-1
<PAGE>

         [Name of Trustee], as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed hereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses [(a)(i), (a)(ii),
(a)(iv)(a), (a)(v) and (a)(vii) or clause (b)(i)], as applicable, of such
definition, and to the extent provided in the related Mortgage File and
actually known by a Responsible Officer of the Trustee or the Custodian to be
required or to the extent listed on the Mortgage Loan checklist, if any,
provided by the related Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement, clauses [(a)(iii), (a)(iv)(b), (a)(iv)(c), (a)(vi),
(a)(viii) and (a)(ix) through (a)(xii) or clause (b)(ii)], as applicable, of
such definition, of the definition of "Mortgage File", are in its possession,
(ii) all documents delivered or caused to be delivered with respect to a
Mortgage Loan by the applicable Mortgage Loan Seller constituting the related
Mortgage File have been reviewed by it and appear regular on their face,
appear to be executed and appear to relate to such Mortgage Loan, and (iii)
based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule for such Mortgage Loan
with respect to the items specified in clauses [(v) and (vi)(c)] of the
definition of "Mortgage Loan Schedule" is correct.

         None of the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer or any Custodian is under any duty or obligation to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the
same are valid, legal, effective, genuine, enforceable, in recordable form,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Capitalized terms used herein and
not otherwise defined shall have the respective meanings assigned to them
under the Pooling and Servicing Agreement.



                                       Respectfully,

                                       [NAME OF TRUSTEE]



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



                                       Name:_________________________________

                                       Title:__________________________________


                                     C-2
<PAGE>


                                  EXHIBIT D-1

                  FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                        [Date]
____________________________________
____________________________________
____________________________________
____________________________________
(Name and Address of Trustee)

Attention:  Global Securities and Trust Services Group, Merrill Lynch Mortgage
Trust 200__-____


Re:    Merrill Lynch Mortgage Trust 200__-____,
       Commercial Mortgage Pass-Through Certificates, Series 200__-____
       -----------------------------------------------------------------

Ladies and Gentlemen:

         In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement dated as of
__________, 200__ (the "Pooling and Servicing Agreement"), by and among
Merrill Lynch Mortgage Investors, Inc., as Depositor, [Name of Master
Servicer], as Master Servicer, [Name of Special Servicer], as Special
Servicer, [Name of Fiscal Agent], as Fiscal Agent, and you, as Trustee, the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by you with respect to the following described
Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

         The Mortgage File should be delivered to the following:


                                    D-1-1
<PAGE>

                                        _______________________________________

                                        _______________________________________

                                        _______________________________________


                                        Attn:__________________________________

                                        Phone:_________________________________




                                    D-1-2
<PAGE>


If only particular documents in the Mortgage File are requested, please
specify which:

Reason for requesting file (or portion thereof):

_____ 1.     Mortgage Loan paid in full.

             The Master Servicer hereby certifies that all amounts
             received in connection with the Mortgage Loan that are
             required to be credited to the Collection Account pursuant
             to the Pooling and Servicing Agreement have been or will be
             so credited.

_____ 2.     Other.  (Describe)

             __________________________________________________________________

             __________________________________________________________________

             __________________________________________________________________

             __________________________________________________________________

             The undersigned acknowledges that the above Mortgage File
(or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Pooling and Servicing Agreement and will be
returned to you or your designee within ten (10) days of our receipt thereof,
unless the Mortgage Loan has been paid in full, in which case the Mortgage
File (or such portion thereof) will be retained by us permanently.

             Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.



                                [Name of Master Servicer]
                                as Master Servicer

                                By:__________________________________________

                                      Name___________________________________

                                      Title:_________________________________


                                    D-1-3
<PAGE>


                                  EXHIBIT D-2

                 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                         [Date]


___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Trustee)

Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust  200__-____


Re:   Merrill Lynch Mortgage Trust 200__-____,
      Commercial Mortgage Pass-Through Certificates, Series 200__-____
      -----------------------------------------------------------------

Ladies and Gentlemen:

                  In connection with the administration of the Mortgage Files
held by you as Trustee under a certain Pooling and Servicing Agreement dated
as of __________, 200__ (the "Pooling and Servicing Agreement"), by and among
Merrill Lynch Mortgage Investors, Inc., as Depositor, [Name of Master
Servicer], as Master Servicer, [Name of Special Servicer], as Special
Servicer, [Name of Fiscal Agent], as Fiscal Agent, and you, as Trustee, the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by you with respect to the following described
Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

                  The Mortgage File should be delivered to the following:

                                _______________________________________________

                                _______________________________________________

                                _______________________________________________

                                     Attn: ____________________________________

                                     Phone:____________________________________


                                    D-2-1
<PAGE>

If only particular documents in the Mortgage File are requested, please
specify which:

Reason for requesting file (or portion thereof):

_____ 1.   Mortgage Loan is being foreclosed.

_____ 2.   Other.  (Describe)

           ____________________________________________________________________

           ____________________________________________________________________

           ____________________________________________________________________

           ____________________________________________________________________

                  The undersigned acknowledges that the above Mortgage File
(or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Pooling and Servicing Agreement and will be
returned to you or your designee within ten (10) days of our receipt thereof,
unless the Mortgage Loan is being foreclosed, in which case the Mortgage File
(or such portion thereof) will be returned when no longer required by us for
such purpose.

                  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.



                            [Name of Special Servicer]
                            as Special Servicer

                            By:____________________________________________

                                 Name______________________________________

                                 Title:____________________________________



                                    D-2-2
<PAGE>


                                  EXHIBIT E-1

                        FORM OF TRANSFEROR CERTIFICATE
            FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                               _______________________, 200___

___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Trustee)

Attention:  Global Securities and Trust Services Group, Merrill Lynch Mortgage
            Trust 200__-____


Re:  Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-Through
     Certificates, Series 200__-____, Class_____, [having an initial aggregate
     [Certificate Principal Balance] [Certificate Notional Amount] as of
     __________, 200__ (the "Closing Date") of $____________________ ]
     [representing a ____% Percentage Interest in the subject Class]
     -------------------------------------------------------------------------

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by ______________________________ (the "Transferor") to
______________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of __________, 200__, between Merrill Lynch Mortgage Investors, Inc., as
Depositor, [Name of Master Servicer], as Master Servicer, [Name of Special
Servicer], as Special Servicer, [Name of Trustee], as Trustee, and [Name of
Fiscal Agent], as Fiscal Agent. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

                  1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf
has (a) offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any offer to
buy or accept a transfer, pledge or other disposition of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security with any person in any manner,


                                    E-1-1
<PAGE>

(d) made any general solicitation with respect to any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security by means
of general advertising or in any other manner, or (e) taken any other action
with respect to any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security, which (in the case of any of the
acts described in clauses (a) through (e) hereof) would constitute a
distribution of the Transferred Certificates under the Securities Act of 1933,
as amended (the "Securities Act"), would render the disposition of the
Transferred Certificates a violation of Section 5 of the Securities Act or any
state securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state
securities laws.



                                 Very truly yours,

                                 _________________________________________
                                 (Transferor)

                                 By:______________________________________

                                      Name:_______________________________

                                      Title:______________________________



                                    E-1-2
<PAGE>


                                 EXHIBIT E-2A

                       FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                _______________________, 200___


___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Trustee)

Attention:  Global Securities and Trust Services Group, Merrill Lynch Mortgage
            Trust 200__-____


Re:  Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-Through
     Certificates, Series 200__-____, Class_______, [having an initial
     aggregate [Certificate Principal Balance] [Certificate Notional Amount]
     as of__________, 200__ (the "Closing Date") of $________________________ ]
     [representing a _______% Percentage Interest in the subject Class]
     -------------------------------------------------------------------------

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by ______________________________ (the "Transferor") to
______________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of __________, 200__, between Merrill Lynch Mortgage Investors, Inc., as
Depositor, [Name of Master Servicer], as Master Servicer, [Name of Special
Servicer], as Special Servicer, [Name of Trustee], as Trustee, and [Name of
Fiscal Agent], as Fiscal Agent. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

                  1. The Transferee is a "qualified institutional buyer" (a
         "Qualified Institutional Buyer") as that term is defined in Rule 144A
         ("Rule 144A") under the Securities Act of 1933, as amended (the
         "Securities Act"), and has completed one of the forms of
         certification to that effect attached hereto as Annex 1 and Annex 2.
         The Transferee is aware that the sale to it is being made in reliance
         on Rule 144A. The Transferee is acquiring the Transferred
         Certificates for its own account or for the account of another
         Qualified Institutional Buyer, and understands that such Transferred
         Certificates may be resold, pledged or transferred only (a) to a
         person reasonably believed to be a Qualified Institutional Buyer that
         purchases for its own account or for the account of another Qualified
         Institutional Buyer and to whom notice is given that the


                                    E-2A-1
<PAGE>

         resale, pledge or transfer is being made in reliance on Rule 144A, or
         (b) pursuant to another exemption from registration under the
         Securities Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of
         the Mortgage Loans, (d) the Pooling and Servicing Agreement and the
         Trust Fund created pursuant thereto, and (e) all related matters,
         that it has requested.

                  3. If the Transferee proposes that the Transferred
         Certificates be registered in the name of a nominee, such nominee has
         completed the Nominee Acknowledgment below.



                                            Very truly yours,


                                            -----------------------------------
                                            (Transferee)


                                            By:  ______________________________

                                                 Name: ________________________

                                                 Title: _______________________

                            Nominee Acknowledgment

                  The undersigned hereby acknowledges and agrees that as to
the Transferred Certificates being registered in its name, the sole beneficial
owner thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                                        _______________________________________
                                        (Nominee)


                                        By: ___________________________________

                                              Name: ___________________________

                                              Title: __________________________


                                    E-2A-2
<PAGE>


                            ANNEX 1 TO EXHIBIT E-2A

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to
____________________________ (the "Transferor") and _________________________,
as Certificate Registrar, with respect to the mortgage pass-through
certificates (the "Transferred Certificates") described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

         1.     As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the
"Transferee").

         2.     The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933,
as amended, because (i) [the Transferee] [each of the Transferee's equity
owners] owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of such entity's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

         _______     Corporation, etc. The Transferee is a corporation (other
                     than a bank, savings and loan association or similar
                     institution), Massachusetts or similar business trust,
                     partnership, or any organization described in Section
                     501(c)(3) of the Internal Revenue Code of 1986, as
                     amended.

         _______     Bank. The Transferee (a) is a national bank or a banking
                     institution organized under the laws of any state, U.S.
                     territory or the District of Columbia, the business of
                     which is substantially confined to banking and is
                     supervised by the state or territorial banking commission
                     or similar official or is a foreign bank or equivalent
                     institution, and (b) has an audited net worth of at least
                     $25,000,000 as demonstrated in its latest annual
                     financial statements, a copy of which is attached hereto,
                     as of a date not more than 16 months preceding the date
                     of sale of the Transferred Certificates in the case of a
                     U.S. bank, and not more than 18 months preceding such
                     date of sale in the case of a foreign bank or equivalent
                     institution.

         _______     Savings and Loan. The Transferee (a) is a savings and
                     loan association, building and loan association,
                     cooperative bank, homestead association or


------------------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or
any such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on
a discretionary basis at least $10,000,000 in securities.

                                   E-2-A-3
<PAGE>


                     similar Institution, which is supervised and examined by a
                     state or federal authority having supervision over any
                     such institutions, or is a foreign savings and loan
                     association or equivalent institution and (b) has an
                     audited net worth of at least $25,000,000 as demonstrated
                     in its latest annual financial statements, a copy of
                     which is attached hereto, as of a date not more than 16
                     months preceding the date of sale of the Transferred
                     Certificates in the case of a U.S. savings and loan
                     association, and not more than 18 months preceding such
                     date of sale in the case of a foreign savings and loan
                     association or equivalent institution.

         _______     Broker-dealer. The Transferee is a dealer registered
                     pursuant to Section 15 of the Securities Exchange Act of
                     1934, as amended.

         _______     Insurance Company. The Transferee is an insurance company
                     whose primary and predominant business activity is the
                     writing of insurance or the reinsuring of risks
                     underwritten by insurance companies and which is subject
                     to supervision by the insurance commissioner or a similar
                     official or agency of a state, U.S. territory or the
                     District of Columbia.

         _______     State or Local Plan. The Transferee is a plan established
                     and maintained by a state, its political subdivisions, or
                     any agency or instrumentality of the state or its
                     political subdivisions, for the benefit of its employees.

         ________    ERISA Plan. The Transferee is an employee benefit plan
                     within the meaning of Title I of the Employee Retirement
                     Income Security Act of 1974.

         ________    Investment Advisor. The Transferee is an investment
                     advisor registered under the Investment Advisers Act of
                     1940.

         ________    QIB Subsidiary. All of the Transferee's equity owners are
                     "qualified institutional buyers" within the meaning of
                     Rule 144A.

         ________    Other. (Please supply a brief description of the entity
                     and a cross-reference to the paragraph and subparagraph
                     under subsection (a)(1) of Rule 144A pursuant to which it
                     qualifies. Note that registered investment companies
                     should complete Annex 2 rather than this Annex 1)_________
                     __________________________________________________________
                     __________________________________________________________
                     __________________________________________________________
                     __________________________________________________________

         3.     For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
did not include (i) securities of issuers that are affiliated with such
Person, (ii) securities that are part of an unsold allotment to or
subscription by such Person, if such Person is a dealer, (iii) bank deposit
notes and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

                                    E-2A-4
<PAGE>

         4.     For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports
its securities holdings in its financial statements on the basis of their
market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market. Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if
the investments of such subsidiaries are managed under such Person's
direction. However, such securities were not included if such Person is a
majority-owned, consolidated subsidiary of another enterprise and such Person
is not itself a reporting company under the Securities Exchange Act of 1934,
as amended.

         5.     The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

      ________  ________       Will the Transferee be purchasing the
         Yes       No          Transferred Certificates only for the
                               Transferee's own account?


         6.     If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional
buyer" status of such third party has been established by the Transferee
through one or more of the appropriate methods contemplated by Rule 144A.

         7.     The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the
Transferred Certificates will constitute a reaffirmation of this certification
as of the date of such purchase. In addition, if the Transferee is a bank or
savings and loan as provided above, the Transferee agrees that it will furnish
to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.

         8.     Capitalized terms used but not defined herein have the
respective meanings ascribed thereto in the Pooling and Servicing Agreement
pursuant to which the Transferred Certificates were issued.

                                    E-2A-5
<PAGE>

                        -------------------------------------------------
                        (Transferee)


                        By:______________________________________________

                              Name:______________________________________

                              Title:_____________________________________

                              Date:______________________________________


                                    E-2A-6
<PAGE>


                            ANNEX 2 TO EXHIBIT E-2A

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to______________________
(the "Transferor") and_______________________, as Certificate Registrar, with
respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act of
1933, as amended, because the Transferee is part of a Family of Investment
Companies (as defined below), is an executive officer of the investment
adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's
Family of Investment Companies owned, at least $100,000,000 in securities
(other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount
of securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used, unless the Transferee or any
member of the Transferee's Family of Investment Companies, as the case may be,
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of
those securities has been published, in which case the securities of such
entity were valued at market.

      _______      The Transferee owned and/or invested on a
                   discretionary basis $___________________________ in
                   securities (other than the excluded securities
                   referred to below) as of the end of the Transferee's
                   most recent fiscal year (such amount being calculated
                   in accordance with Rule 144A).

      _______      The Transferee is part of a Family of Investment
                   Companies which owned in the aggregate
                   $_____________________________ in securities (other
                   than the excluded securities referred to below) as of
                   the end of the Transferee's most recent fiscal year
                   (such amount being calculated in accordance with Rule
                   144A).

          3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue
of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                                    E-2A-7
<PAGE>

          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of
the Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase agreement and
(vi) currency, interest rate and commodity swaps. For purposes of determining
the aggregate amount of securities owned and/or invested on a discretionary
basis by the Transferee, or owned by the Transferee's Family of Investment
Companies, the securities referred to in this paragraph were excluded.

          5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

                                 Will the Transferee be purchasing the
           ------   -----        Transferred Certificates only for the
             Yes      No         Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.

          7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.

          8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.



                                ----------------------------------------------
                                [Transferee][Adviser]



                                By:___________________________________________

                                      Name:___________________________________

                                      Title:__________________________________

                                      Date: __________________________________

                                    E-2A-8
<PAGE>

                              IF AN ADVISER:


                              ___________________________________________
                             (Transferee)


                                    Date: _______________________________



                                    E-2A-9
<PAGE>

                                 EXHIBIT E-2B

                       FORM II OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                               _______________________, 200___

_______________________________
_______________________________
_______________________________
_______________________________
(Name and Address of Trustee)

Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust  200__-____

       Re:  Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-
            Through Certificates, Series 200__-____, Class _______, [having an
            initial aggregate [Certificate Principal Balance] [Certificate
            Notional Amount] as of __________, 200__ (the "Closing Date") of
            $_______________________]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by ______________________________ (the "Transferor") to
______________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of __________, 200__, between Merrill Lynch Mortgage Investors, Inc., as
Depositor, [Name of Master Servicer], as Master Servicer, [Name of Special
Servicer], as Special Servicer, [Name of Trustee], as Trustee, and [Name of
Fiscal Agent], as Fiscal Agent. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

         1.     The Transferee is acquiring the Transferred Certificates for
its own account for investment and not with a view to or for sale or transfer
in connection with any distribution thereof, in whole or in part, in any
manner which would violate the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state securities laws.

         2.     The Transferee understands that (a) the Transferred
Certificates have not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b)
none of the Depositor, the Trustee or the Certificate Registrar is obligated
so to register or qualify the Class of Certificates to which the Transferred
Certificates belong, and (c) neither a Transferred Certificate nor any
security issued in exchange therefor or in lieu thereof may be resold or
transferred unless it is (i) registered pursuant to the Securities Act and
registered or qualified pursuant to any applicable state securities laws or
(ii) sold or transferred in transactions which are exempt from such
registration and qualification and the


                                   E-2B-1
<PAGE>

Certificate Registrar has received: (A) a certification from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit E-1 to the Pooling and Servicing Agreement and a
certification from such Certificateholder's prospective transferee
substantially in the form attached either as Exhibit E-2A to the Pooling and
Servicing Agreement or as Exhibit E-2B to the Pooling and Servicing Agreement;
or (B) an opinion of counsel satisfactory to the Trustee with respect to,
among other things, the availability of such exemption from registration under
the Securities Act, together with copies of the written certification(s) from
the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

         3.     The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate or interest therein, except in compliance
with the provisions of Section 5.02 of the Pooling and Servicing Agreement,
which provisions it has carefully reviewed, and that each Transferred
Certificate will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY
BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

         4.     Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred any
Transferred Certificate, any interest in any Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any offer to
buy or accept a pledge, disposition or other transfer of any Transferred
Certificate, any interest in any Transferred Certificate or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security with any person in any manner, (d)
made any general solicitation with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security by means
of general advertising or in any other manner, or (e) taken any other action
with respect to any Transferred


                                    E-2B-2
<PAGE>

Certificate, any interest in any Transferred Certificate or any other
similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the
disposition of the Transferred Certificates a violation of Section 5 of the
Securities Act or any state securities law or would require registration or
qualification of the Transferred Certificates pursuant thereto. The Transferee
will not act, nor has it authorized or will it authorize any person to act, in
any manner set forth in the foregoing sentence with respect to any Transferred
Certificate, any interest in any Transferred Certificate or any other similar
security.

         5.     The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the Pooling and Servicing Agreement and the Trust
Fund created pursuant thereto, (d) the nature, performance and servicing of
the Mortgage Loans, and (e) all related matters, that it has requested.

         6.     The Transferee is an "accredited investor" as defined in any
of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or
an entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificates; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.

         7.     If the Transferee proposes that the Transferred Certificates
be registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgement below.



                                            Very truly yours,


                                            ----------------------------------
                                                  (Transferee)

                                            By:_______________________________

                                                Name:_________________________

                                                Title:________________________



                                    E-2B-3
<PAGE>


                            Nominee Acknowledgement

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial
owner thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                -----------------------------------------------------------
                                   (Nominee)

                By:________________________________________________________

                       Name:_______________________________________________

                       Title:______________________________________________


                                    E-2B-4
<PAGE>


                                 EXHIBIT E-2C

                        FORM OF TRANSFEREE CERTIFICATE
          FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                               _______________________, 200___

______________________________________
______________________________________
______________________________________
______________________________________
(Name and Address of Transferor)


Re:  Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-Through
     Certificates, Series 200__-____, Class_______, having an initial aggregate
     [Certificate Principal Balance] [Certificate Notional Amount] as of
     __________, 200__ (the "Closing Date") of $_________________________
     -------------------------------------------------------------------

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
Transfer by _________________________ (the "Transferor") to
__________________________ (the "Transferee") through our respective
Depository Participants of the Transferor's beneficial ownership interest
(currently maintained on the books and records of The Depository Trust Company
("DTC") and the Depository Participants) in the captioned Certificates (the
"Transferred Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
__________, 200__, between Merrill Lynch Mortgage Investors, Inc., as
Depositor, [Name of Master Servicer], as Master Servicer, [Name of Special
Servicer], as Special Servicer, [Name of Trustee], as Trustee, and [Name of
Fiscal Agent], as Fiscal Agent. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants
to and agrees with you, and for the benefit of the Depositor, that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has
completed one of the forms of certification to that effect attached hereto as
Annex 1 and Annex 2. The Transferee is aware that the Transfer to it of the
Transferor's interest in the Transferred Certificates is being made in
reliance on Rule 144A. The Transferee is acquiring such interest in the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer.

         2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or
registered or qualified under any applicable state securities laws, (b) none
of the Depositor, the Trustee or the Certificate Registrar is obligated so to
register or qualify the Transferred Certificates and (c) no interest in the


                                    E-2C-1
<PAGE>

Transferred Certificates may be resold or transferred unless (i) such
Certificates are registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) such interest
is sold or transferred in a transaction which is exempt from such registration
and qualification and the Transferor desiring to effect such transfer has
received (A) a certificate from such Certificate Owner's prospective
transferee substantially in the form attached as Exhibit E-2C to the Pooling
and Servicing Agreement or (B) an opinion of counsel to the effect that, among
other things, such prospective transferee is a Qualified Institutional Buyer
and such transfer may be made without registration under the Securities Act.

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates or any interest therein except in
compliance with the provisions of Section 5.02 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed, and that the
Transferred Certificates will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY
BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

         4. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto,
(e) any credit enhancement mechanism associated with the Transferred
Certificates, and (f) all related matters, that it has requested.


                                    E-2C-2
<PAGE>


                              Very truly yours,

                              --------------------------------------------
                                   (Transferee)

                              By:_________________________________________

                                 Name:____________________________________

                                 Title:___________________________________


                                    E-2C-3
<PAGE>


                            ANNEX 1 TO EXHIBIT E-2C

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees other than Registered Investment Companies]

                  The undersigned hereby certifies as follows to
____________________________ (the "Transferor") and for the benefit of Merrill
Lynch Mortgage Investors, Inc. with respect to the mortgage pass-through
certificates being transferred in book-entry form (the "Transferred
Certificates") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

         1.     As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the
"Transferee").

         2.     The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended
("Rule 144A"), because (i) [the Transferee] [each of the Transferee's equity
owners] owned and/or invested on a discretionary basis $_________________(1)
in securities (other than the excluded securities referred to below) as of the
end of such entity's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
the category marked below.

         _______    Corporation, etc. The Transferee is a corporation (other
                    than a bank, savings and loan association or similar
                    institution), Massachusetts or similar business trust,
                    partnership, or any organization described in Section
                    501(c)(3) of the Internal Revenue Code of 1986, as
                    amended.

         _______    Bank. The Transferee (a) is a national bank or a banking
                    institution organized under the laws of any state, U.S.
                    territory or the District of Columbia, the business of
                    which is substantially confined to banking and is
                    supervised by the state or territorial banking commission
                    or similar official or is a foreign bank or equivalent
                    institution, and (b) has an audited net worth of at least
                    $25,000,000 as demonstrated in its latest annual financial
                    statements, a copy of which is attached hereto, as of a
                    date not more than 16 months preceding the date of sale of
                    the Transferred Certificates in the case of a U.S. bank,
                    and not more than 18 months preceding such date of sale in
                    the case of a foreign bank or equivalent institution.

         _______    Savings and Loan. The Transferee (a) is a savings and loan
                    association, building and loan association, cooperative
                    bank, homestead association or

--------------------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or
any such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on
a discretionary basis at least $10,000,000 in securities.


                                    E-2C-4
<PAGE>

                    similar institution, which is supervised and examined by a
                    state or federal authority having supervision over any such
                    institutions or is a foreign savings and loan association
                    or equivalent institution and (b) has an audited net worth
                    of at least $25,000,000 as demonstrated in its latest
                    annual financial statements, a copy of which is attached
                    hereto, as of a date not more than 16 months preceding the
                    date of sale of the Transferred Certificates in the case
                    of a U.S. savings and loan association, and not more than
                    18 months preceding such date of sale in the case of a
                    foreign savings and loan association or equivalent
                    institution.

         _______    Broker-dealer. The Transferee is a dealer registered
                    pursuant to Section 15 of the Securities Exchange Act of
                    1934, as amended.

         _______    Insurance Company. The Transferee is an insurance company
                    whose primary and predominant business activity is the
                    writing of insurance or the reinsuring of risks
                    underwritten by insurance companies and which is subject
                    to supervision by the insurance commissioner or a similar
                    official or agency of a state, U.S. territory or the
                    District of Columbia.

         _______    State or Local Plan. The Transferee is a plan established
                    and maintained by a state, its political subdivisions, or
                    any agency or instrumentality of the state or its
                    political subdivisions, for the benefit of its employees.

         _______    ERISA Plan. The Transferee is an employee benefit plan
                    within the meaning of Title I of the Employee Retirement
                    Income Security Act of 1974.

         _______    Investment Advisor. The Transferee is an investment
                    advisor registered under the Investment Advisers Act of
                    1940, as amended.

         _______    QIB Subsidiary. All of the Transferee's equity owners are
                    "qualified institutional buyers" within the meaning of
                    Rule 144A.

         _______    Other. (Please supply a brief description of the entity
                    and a cross-reference to the paragraph and subparagraph
                    under subsection (a)(1) of Rule 144A pursuant to which it
                    qualifies. Note that registered investment companies
                    should complete Annex 2 rather than this Annex 1.)

         3.     For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by any Person, the
Transferee did not include (i) securities of issuers that are affiliated with
such Person, (ii) securities that are part of an unsold allotment to or
subscription by such Person, if such Person is a dealer, (iii) bank deposit
notes and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

         4.     For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by any Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the


                                    E-2C-5
<PAGE>

basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities were
valued at market. Further, in determining such aggregate amount, the Transferee
may have included securities owned by subsidiaries of such Person, but only if
such subsidiaries are consolidated with such Person in its financial
statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under such
Person's direction. However, such securities were not included if such Person
is a majority-owned, consolidated subsidiary of another enterprise and such
Person is not itself a reporting company under the Securities Exchange Act of
1934, as amended.

         5.     The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificates are relying and will continue to rely on the
statements made herein because one or more Transfers to the Transferee may be
in reliance on Rule 144A.

         ------  --------      Will the Transferee be acquiring
           Yes      No         interests in the Transferred
                               Certificates only for the Transferee's
                               own account?

         6.     If the answer to the foregoing question is "no", then in
each case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a
third party that is itself a "qualified institutional buyer" within the
meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

         7.     The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's acquisition of any
interest in of the Transferred Certificates will constitute a reaffirmation of
this certification as of the date of such acquisition. In addition, if the
Transferee is a bank or savings and loan as provided above, the Transferee
agrees that it will furnish to such parties any updated annual financial
statements that become available on or before the date of such acquisition,
promptly after they become available.

         8.     Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                    E-2C-6
<PAGE>

                             _____________________________________________
                                 (Transferee)


                             By:___________________________________________

                                   Name:___________________________________

                                   Title:__________________________________

                                   Date:___________________________________



                                    E-2C-7
<PAGE>


                            ANNEX 2 TO EXHIBIT E-2C

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees that are Registered Investment Companies]

                  The undersigned hereby certifies as follows to
____________________________ (the "Transferor") and for the benefit of Merrill
Lynch Mortgage Investors, Inc. with respect to the mortgage pass-through
certificates being transferred in book-entry form (the "Transferred
Certificates") as described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:

         1.     As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquired interests the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of 1933, as amended
("Rule 144A"), because the Transferee is part of a Family of Investment
Companies (as defined below), is an executive officer of the investment
adviser (the "Adviser").

         2.     The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in
its financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published,
in which case the securities of such entity were valued at market.

         _______    The Transferee owned and/or invested on a discretionary
                    basis $________________________ in securities (other than
                    the excluded securities referred to below) as of the end
                    of the Transferee's most recent fiscal year (such amount
                    being calculated in accordance with Rule 144A).

         _______    The Transferee is part of a Family of Investment Companies
                    which owned in the aggregate $_________________________ in
                    securities (other than the excluded securities referred to
                    below) as of the end of the Transferee's most recent
                    fiscal year (such amount being calculated in accordance
                    with Rule 144A).

         3.     The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that
have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).

                                    E-2C-8
<PAGE>

         4.     The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of
the Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase agreement and
(vi) currency, interest rate and commodity swaps. For purposes of determining
the aggregate amount of securities owned and/or invested on a discretionary
basis by the Transferee, or owned by the Transferee's Family of Investment
Companies, the securities referred to in this paragraph were excluded.

         5.     The Transferee is familiar with Rule 144A and understands
that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because
one or more Transfers to the Transferee will be in reliance on Rule 144A.

       ------         -----           Will the Transferee be acquiring
         Yes            No            interests in the Transferred
                                      Certificates only for the Transferee's
                                      own account?


         6.     If the answer to the foregoing question is "no", then in
each case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a
third party that is itself a "qualified institutional buyer" within the
meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

         7.     The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

         8.     Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                    E-2C-9
<PAGE>

                                --------------------------------------
                                (Transferee or Adviser)



                                By:____________________________________

                                      Name_____________________________

                                      Title:___________________________

                                      Date: ___________________________



                                IF AN ADVISER:

                                Print Name of Transferee

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


                                      Date:  _____________________



                                   E-2C-10

<PAGE>



                                  EXHIBIT F-1


           FORM I OF TRANSFEREE CERTIFICATE REGARDING ERISA MATTERS
                   (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                                 ___________________, 200__

_________________________________
_________________________________
_________________________________
_________________________________
(Name and Address of Trustee)


Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 200__-____


Re:      Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage
         Pass-Through Certificates, Series 200__-____ (the "Certificates")
         -----------------------------------------------------------------

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by ______________(the "Transferor") to ____________ (the "Transferee")
of the Class____ Certificates (the "Transferred Certificates") [having an
initial aggregate [Certificate Principal Balance] [Certificate Notional Amount]
as of __________, 200__ (the "Closing Date") of $_________ ] [evidencing
a ____% interest in the Classes to which they belong]. The Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of __________,
200__ (the "Pooling and Servicing Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as depositor, [Name of Master Servicer], as master servicer,
[Name of Special Servicer], as special servicer, [Name of Trustee], as trustee
(the "Trustee"), and [Name of Fiscal Agent], as Fiscal Agent. Capitalized terms
used but not defined herein shall have the meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as follows (check the applicable paragraph):

         _____      The Transferee (A) is not an employee benefit plan or
                    other retirement arrangement, including an individual
                    retirement account or annuity, a Keogh plan or a
                    collective investment fund or separate account in which
                    such plans, accounts or arrangements are invested,
                    including, without limitation, an insurance company
                    general account, that is subject to ERISA or the Code
                    (each, a "Plan"), and (B) is not directly or indirectly
                    purchasing the Transferred Certificates on behalf of, as
                    named fiduciary of, as trustee of, or with assets of a
                    Plan; or

                                    F-1-1
<PAGE>

         _____      The Transferee is using funds from an insurance company
                    general account to acquire the Transferred Certificates,
                    however, the purchase and holding of such Certificates by
                    such Person is exempt from the prohibited transaction
                    provisions of Sections 406 and 407 of ERISA and the excise
                    taxes imposed on such prohibited transactions by Section
                    4975 of the Code, by reason of Sections I and III of
                    Prohibited Transaction Class Exemption 95-60.

         _____      The Transferred Certificates are Investment Grade
                    Certificates and are being acquired by or on behalf of a
                    Plan in reliance on Prohibited Transaction Exemption 90-29
                    or _______; and such Plan (X) is an accredited investor as
                    defined in Rule 501(a)(1) of Regulation D of the
                    Securities Act, (Y) is not sponsored (within the meaning
                    of Section 3(16)(B) of ERISA) by the Trustee, the
                    Depositor, any Mortgage Loan Seller, the Master Servicer,
                    the Special Servicer, any Sub-Servicer, the Fiscal Agent,
                    any Exemption-Favored Party or any Mortgagor with respect
                    to Mortgage Loans constituting more than 5% of the
                    aggregate unamortized principal balance of all the
                    Mortgage Loans determined on the date of the initial
                    issuance of the Certificates, or by any Affiliate of such
                    Person, and (Z) agrees that it will obtain from each of
                    its Transferees that are Plans a written representation
                    that such Transferee satisfies the requirements of the
                    immediately preceding clauses (X) and (Y), together with a
                    written agreement that such Transferee will obtain from
                    each of its Transferees that are Plans a similar written
                    representation regarding satisfaction of the requirements
                    of the immediately preceding clauses (X) and (Y).

                  IN WITNESS WHEREOF, the undersigned has executed this
certificate as of the date first written above.



                        ------------------------------------------------------
                                 (Transferee)

                        By:___________________________________________________

                               Name___________________________________________

                               Title:_________________________________________


                                    F-1-2
<PAGE>



                                  EXHIBIT F-2


           FORM II OF TRANSFEREE CERTIFICATE REGARDING ERISA MATTERS
                   (BOOK-ENTRY NON-REGISTERED CERTIFICATES)

                                    ___________________, 200__


______________________________________
______________________________________
______________________________________
______________________________________
(Name and Address of Transferor)


Re:   Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage
      Pass-Through Certificates, Series 200__-____ (the "Certificates")
      -----------------------------------------------------------------

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by ____________ (the "Transferor") to (the "Transferee") through our
respective Depository Participants of the Transferor's beneficial ownership
interest (currently maintained on the books and records of The Depository
Trust Corporation ("DTC") and the Depository Participants) in Class ____
Certificates (the "Transferred Certificates") [having an initial aggregate
[Certificate Principal Balance] [Certificate Notional Amount] as of
__________, 200__ (the "Closing Date") of $ _____ ]. The Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of __________,
200__ (the "Pooling and Servicing Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as depositor, [Name of Master Servicer], as master servicer,
[Name of Special Servicer], as special servicer, [Name of Trustee], as trustee
(the "Trustee"), and [Name of Fiscal Agent], as Fiscal Agent. Capitalized
terms used but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you as follows (check the applicable paragraph):

         _____             The Transferee (A) is not an employee benefit plan
                           or other retirement arrangement, including an
                           individual retirement account or annuity, a Keogh
                           plan or a collective investment fund or separate
                           account in which such plans, accounts or
                           arrangements are invested, including, without
                           limitation, an insurance company general account,
                           that is subject to ERISA or the Code (each, a
                           "Plan"), and (B) is not directly or indirectly
                           purchasing the Transferred Certificates on behalf
                           of, as named fiduciary of, as trustee of, or with
                           assets of a Plan; or

         _____             The Transferee is using funds from an insurance
                           company general account to acquire the Transferred
                           Certificates, however, the purchase and holding

                                    F-2-1
<PAGE>

                           of such Certificates by such Person is exempt from
                           the prohibited transaction provisions of Sections
                           406 and 407 of ERISA and the excise taxes imposed on
                           such prohibited transactions by Section 4975 of the
                           Code, by reason of Sections I and III of Prohibited
                           Transaction Class Exemption 95-60.

         _____             The Transferred Certificates are Investment Grade
                           Certificates and are being acquired by or on behalf
                           of a Plan in reliance on Prohibited Transaction
                           Exemption 90-29 or _______; and such Plan (X) is an
                           accredited investor as defined in Rule 501(a)(1) of
                           Regulation D of the Securities Act, (Y) is not
                           sponsored (within the meaning of Section 3(16)(B)
                           of ERISA) by the Trustee, the Depositor, any
                           Mortgage Loan Seller, the Master Servicer, the
                           Special Servicer, any Sub-Servicer, the Fiscal
                           Agent, any Exemption-Favored Party or any Mortgagor
                           with respect to Mortgage Loans constituting more
                           than 5% of the aggregate unamortized principal
                           balance of all the Mortgage Loans determined on the
                           date of the initial issuance of the Certificates,
                           or by any Affiliate of such Person, and (Z) agrees
                           that it will obtain from each of its Transferees
                           that are Plans a written representation that such
                           Transferee satisfies the requirements of the
                           immediately preceding clauses (X) and (Y), together
                           with a written agreement that such Transferee will
                           obtain from each of its Transferees that are Plans
                           a similar written representation regarding
                           satisfaction of the requirements of the immediately
                           preceding clauses (X) and (Y).

                  IN WITNESS WHEREOF, the undersigned has executed this
certificate as of the date first written above.



                        ------------------------------------------------------
                                 (Transferee)

                        By:___________________________________________________

                              Name____________________________________________

                              Title:__________________________________________


                                    F-2-2
<PAGE>


                                  EXHIBIT G-1

                   FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                   REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO SECTIONS
860D(a)(6)(A) AND 860E(e)(4) OF  THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND
TREASURY REGULATION SECTION 1.860E-1(c)(4)



Re:   Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-
      Through Certificates, Series 200__-____ (the  "Certificates"), issued
      pursuant to the Pooling and Servicing Agreement (the "Pooling and
      Servicing Agreement"), dated as of __________, 200__, between Merrill
      Lynch Mortgage Investors, Inc., as Depositor, [Name of Master Servicer],
      as Master Servicer, [Name of Special Servicer], as Special Servicer,
      [Name of Trustee], as Trustee, and [Name of Fiscal Agent], as Fiscal
      Agent

STATE OF __________________________ )
                                    )        ss.:  _____________________________
COUNTY OF ________________________  )

         The undersigned declares that, to the best knowledge and belief of
the undersigned, the following representations are true, correct and complete:

         1.     _____________________________________ (the "Purchaser"), is
acquiring Class [R-I] [R-II] Certificates representing ________________% of
the residual interest in [each of] the real estate mortgage investment
conduit[s] ([each,] a "REMIC") designated as ["REMIC I"] ["REMIC II"],
[respectively], relating to the Certificates for which an election is to be
made under Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code").

         2.     The Purchaser is not a "Disqualified Organization" (as
defined below), and the Purchaser is not acquiring the Class [R-I] [R-II]
Certificates for the account of, or as agent or nominee of, or with a view to
the transfer of direct or indirect record or beneficial ownership thereof, to
a Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (i) the United States, (ii) any state or
political subdivision thereof, (iii) any foreign government, (iv) any
international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code unless such organization is subject to the tax imposed
by Section 511 of the Code, (vii) any organization described in Section
1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
"disqualified organization" by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision


                                    G-1-1
<PAGE>

thereof if all of its activities are subject to tax (except for the Federal
Home Loan Mortgage Corporation) and a majority of its board of directors is
not selected by such governmental unit. The terms "United States" and
"international organization" shall have the meanings set forth in Section 7701
of the Code.

         3.     The Purchaser acknowledges that Section 860E(e) of the Code
would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest
in any Class [R-I] [R-II] Certificates to a Disqualified Organization.

         4.     The Purchaser will not transfer the Class [R-I] [R-II]
Certificates to any person or entity as to which the Purchaser has not
received an affidavit substantially in the form of this affidavit or to any
person or entity as to which the Purchaser has actual knowledge that the
requirements set forth in paragraphs 2 and 7 hereof are not satisfied, or to
any person or entity with respect to which the Purchaser has not (at the time
of such transfer) satisfied the requirements under the Code to conduct a
reasonable investigation of the financial condition of such person or entity
(or its current beneficial owners if such person or entity is classified as a
partnership under the Code).

         5.     The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class [R-I] [R-II] Certificates to a Disqualified
Organization, an agent thereof or a person that does not satisfy the
requirements of paragraph 7.

         6.     The Purchaser consents to the designation of the Trustee as
the agent of the Tax Matters Person of [REMIC I] [REMIC II] pursuant to
Section 10.01(d) of the Pooling and Servicing Agreement.

         7.     No purpose of the acquisition of the Class [R-I] [R-II]
Certificates is to impede the assessment or collection of tax.

                   [CHOOSE BETWEEN PARAGRAPHS 8 OR 9 BELOW]

         8.     If the Transferor requires the safe harbor under Treasury
regulations section 1.860E-1 to apply:

         i.     The Purchaser historically has paid its debts as they have
                come due and intends to pay its debts as they come due in
                the future and the Purchaser intends to pay taxes associated
                with holding the Class [R-I] [R-II] Certificates as they
                become due.

         ii.    The Purchaser understands that it may incur tax liabilities
                with respect to the Class [R-I] [R-II] Certificates in
                excess of any cash flows generated by such Certificates.

         iii.   The Purchaser is not a foreign permanent establishment or a
                fixed base (within the meaning of any applicable income tax
                treaty between the United States and any foreign
                jurisdiction) of a United States Tax Person.

                                    G-1-2
<PAGE>

         iv.    The Purchaser will not cause the income from the Class [R-I]
                [R-II] Certificates to be attributable to a foreign
                permanent establishment or fixed base (within the meaning of
                any applicable income tax treaty between the United States
                and any foreign jurisdiction) of a United States Tax Person.

         [CHECK THE STATEMENT THAT APPLIES]

|_|      v)     In accordance with Treasury Regulations Section 1.860E-1, the
                Purchaser:

                a) is an "eligible corporation" as defined in Section
                1.860E-1(c)(6)(i) of the Treasury regulations (i.e., a
                domestic C corporation other than a corporation which is
                exempt from, or is not subject to, tax under Section 11 of
                the Code; a Regulated Investment Company as defined in
                Section 851(a) of the Code; a Real Estate Investment Trust
                as defined in Section 856(a) of the Code; a REMIC as defined
                in Section 860D of the Code; or an organization to which
                part I of subchapter T of chapter 1 of subtitle A of the
                Code applies, as to which the income of Class [R-I] [R-II]
                Certificates will only be subject to taxation in the United
                States,

                b) has, and has had in each of its two preceding fiscal years,
                gross assets for financial reporting purposes (excluding any
                obligation of a person related to the transferee within the
                meaning of Section 1.860E-1(c)(6)(ii) of the Treasury
                regulations or any other assets if a principal purpose for
                holding or acquiring such asset is to satisfy this condition)
                in excess of $100 million and net assets of $10 million, and

                c) hereby agrees only to transfer the Certificate to another
                "eligible corporation" meeting the criteria set forth in
                Treasury regulations section 1.860E-1.

         OR

|_|      vi)    The Purchaser is a United States Tax Person and the
                consideration paid to the Purchaser for accepting the Class
                [R-I] [R-II] Certificates is greater than the present value of
                the anticipated net federal income taxes and tax benefits
                ("Tax Liability Present Value") associated with owning such
                Certificates, with such present value computed using a
                discount rate equal to the "Federal short-term rate"
                prescribed by Section 1274 of the Code as of the date hereof
                or, to the extent it is not, if the Transferee has asserted
                that it regularly borrows, in the ordinary course of its trade
                or business, substantial funds from unrelated third parties at
                a lower interest rate than such applicable federal rate and
                the consideration paid to the Purchaser is greater than the
                Tax Liability Present Value using such lower interest rate as
                the discount rate, the transactions with the unrelated third
                party lenders, the interest rate or rates, the date or dates
                of such transactions, and the maturity dates or, in the case
                of adjustable rate debt instruments, the relevant adjustment
                dates or periods, with respect to such borrowings, are
                accurately stated in Exhibit A to this letter

                                    G-1-3
<PAGE>

|_|      9.     If the Transferor does not require the safe harbor under
Treasury  regulations section 1.860E-1 to apply: [CHECK THE STATEMENT THAT
APPLIES]

|_|      i)     The Purchaser is a "United States person" as defined in
                Section 7701(a) of the Code and the regulations promulgated
                thereunder (the Purchaser's U.S. taxpayer identification
                number is ______________). The Purchaser is not classified as
                a partnership under the Code (or, if so classified, all of its
                beneficial owners are United States persons).

         OR

|_|      ii)    The Purchaser is not a United States person.  However, the
                Purchaser:

                a) conducts a trade or business within the United States and,
                for purposes of Treasury regulations section 1.860G-3(a)(3),
                is subject to tax under Section 882 of the Code;

                b) understands that, for purposes of Treasury regulations
                section 1.860E-1(c)(4)(ii), as a holder of a Class [R-I]
                [R-II] Certificate for United States federal income tax
                purposes, it may incur tax liabilities in excess of any cash
                flows generated by such Class [R-I] [R-II] Certificate;

                c) intends to pay the taxes associated with holding a Class
                [R-I] [R-II] Certificate;

                d) is not classified as a partnership under the Code (or, if
                so classified, all of its beneficial owners either satisfy
                clauses (a), (b) and (c) of this sentence or are United States
                persons); and

                e) has furnished the Transferor and the Trustee with an
                effective IRS Form W-8ECI or successor form and will update
                such form as may be required under the applicable Treasury
                regulations

         Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.


                                    G-1-4
<PAGE>

         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this _______ day of
___________________________.



                                  By:
                                     ------------------------------------------

                                  Name:
                                       ----------------------------------------

                                  Title:
                                        ---------------------------------------



         Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and
to be a _______________________ of the Purchaser, and acknowledged to me that
he/she executed the same at his/her free act and deed and at the free act and
deed of the Purchaser.


                                     Subscribed and sworn before me this
                                     _________ day of _____________________,
                                     20_____.



                                     __________________________________________
                                     Notary Public




                                    G-1-5
<PAGE>


                                  EXHIBIT G-2

                        FORM OF TRANSFEROR CERTIFICATE
                    FOR TRANSFERS OF RESIDUAL CERTIFICATES

                                                                        [Date]


_________________________________
_________________________________
_________________________________
_________________________________
(Name and Address of Trustee)

Attention:  Global Securities and Trust Services Group, Merrill Lynch
            Mortgage Trust 200__-____


Re:  Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-Through
     Certificates,  Series 200__-____ (the "Certificates"), Class [R-I] [R-II]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of the above-captioned Certificates evidencing a ___% Percentage
Interest in such Class (the "Residual Certificates"). The Certificates,
including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of __________, 200__ (the "Pooling and Servicing
Agreement"), between Merrill Lynch Mortgage Investors, Inc., as Depositor,
[Name of Master Servicer], as Master Servicer, [Name of Special Servicer], as
Special Servicer, [Name of Trustee], as Trustee, and [Name of Fiscal Agent],
as Fiscal Agent. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
         the Residual Certificates by the Transferor to the Transferee is or
         will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
         delivered to you a Transfer Affidavit and Agreement in the form
         attached to the Pooling and Servicing Agreement as Exhibit G-1. The
         Transferor does not know or believe that any representation contained
         therein is false.

                  3. The Transferor has at the time of this transfer conducted
         a reasonable investigation of the financial condition of the
         Transferee (or the beneficial owners of the Transferee if it is
         classified as a partnership under the Internal Revenue Code of 1986,
         as amended) as contemplated by Treasury regulations section
         1.860E-1(c)(4)(i) and, as a


                                    G-2-1
<PAGE>

         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 Certificates
         may not be respected for United States income tax purposes (and the
         Transferor may continue to be liable for United States income taxes
         associated therewith) unless the Transferor has conducted such an
         investigation.



                           Very truly yours,


                           ------------------------------------------------
                           (Transferor)

                                Name:______________________________________

                                Title:_____________________________________



                                    G-2-2
<PAGE>


                                  EXHIBIT H-1

                       FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                        [Date]


[Standard & Poor's Rating Services
  a Division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041]

___________________________________
___________________________________
___________________________________
(Name and Address of Rating Agency)


___________________________________
___________________________________
___________________________________
(Name and Address of Rating Agency)


___________________________________
___________________________________
___________________________________
(Name and Address of Rating Agency)


Ladies and Gentlemen:

                  This notice is being delivered pursuant to Section 6.09 of
the Pooling and Servicing Agreement dated as of __________, 200__ relating to
Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-Through
Certificates, Series 200__-____ (the "Agreement"). Any term with initial
capital letters not otherwise defined in this notice has the meaning given
such term in the Agreement.

                  Notice is hereby given that the Holders of Certificates
evidencing a majority of the Voting Rights allocated to the Controlling Class
have designated [name of proposed special servicer] to serve as the Special
Servicer under the Agreement.

                  The designation of [name of proposed special servicer] as
Special Servicer will become final if certain conditions are met and on the
date you will deliver to [Name of Trustee], the trustee under the Agreement
(the "Trustee"), a written confirmation stating that the appointment of the
person designated to become the Special Servicer will not result in the
qualification, downgrading or withdrawal of the rating or ratings assigned to
one or more Classes of the Certificates.

                                    H-1-1
<PAGE>

                  Please acknowledge receipt of this notice by signing the
enclosed copy of this notice where indicated below and returning it to the
Trustee, in the enclosed stamped self-addressed envelope.



                                  Very truly yours,
                                  [Name of Trustee]


                                  By:_____________________________________
                                     Name
                                     Title:



Received and acknowledged:

Dominion Bond Rating Service, Inc.           Fitch, Inc.

By: _________________________
         Name:                               By: _________________________
         Title:                                   Name:
                                                  Title:
Date:________________________
                                             Date:________________________



Moody's Investors Service, Inc.              [Standard & Poor's Rating Services
                                             a Division of The McGraw-Hill
                                             Companies, Inc.]

By: _________________________                By: _________________________
         Name:                                      Name:
         Title:                                     Title:

Date:________________________                Date:________________________


                                    H-1-2
<PAGE>


                                  EXHIBIT H-2

              FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                        [Date]

___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Trustee)

Attention:  Global Securities and Trust Services Group, Merrill Lynch Mortgage
            Trust  200__-____

Attn:  Merrill Lynch Mortgage Trust 200__-____,
       Commercial Mortgage Pass-Through Certificates, Series 200__-____
       -----------------------------------------------------------------


Ladies & Gentlemen:

                  Pursuant to Section 6.09 of the Pooling and Servicing
Agreement dated as of __________, 200__ relating to Merrill Lynch Mortgage
Trust 200__-____, Commercial Mortgage Pass-Through Certificates, Series
200__-____ (the "Agreement"), the undersigned hereby agrees with all the other
parties to the Agreement that the undersigned shall serve as Special Servicer
under, and as defined in, the Agreement. The undersigned hereby acknowledges
that, as of the date hereof, it is and shall be a party to the Agreement and
bound thereby to the full extent indicated therein in the capacity of Special
Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.23(b) of the Agreement
as if it were the Special Servicer hereunder.



                      [Name of Proposed Special Servicer]

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



                      By:____________________________________________________

                             Name____________________________________________

                             Title:__________________________________________



                                    H-2-1
<PAGE>

                                  EXHIBIT I-1

                       FORM OF INFORMATION REQUEST FROM
                    CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                         ______________________, 200__

_______________________________
_______________________________
_______________________________
(Name and Address of Trustee)

Attention:  Global Securities and Trust Services Group,
            Merrill Lynch Mortgage Trust 200__-____

________________________________
________________________________
________________________________
(Name and Address of Master Servicer)

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080


Re:   Merrill Lynch Mortgage Trust 200__-____
      Commercial Mortgage Pass-Through Certificates, Series 200__-____
      ----------------------------------------------------------------

                  In accordance with the Pooling and Servicing Agreement dated
as of __________, 200__ (the "Pooling and Servicing Agreement"), among Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor"), [Name of
Master Servicer], as master servicer (the "Master Servicer"), [Name of Special
Servicer], as special servicer, [Name of Trustee], as trustee (the "Trustee"),
and [Name of Fiscal Agent], as fiscal agent, with respect to the Merrill Lynch
Mortgage Trust 200__-____, Commercial Mortgage Pass-Through Certificates,
Series 200__-____ (the "Certificates"), the undersigned (the "Investor")
hereby certifies and agrees as follows:

         1.       The Investor is a [holder] [beneficial owner] of
                  [$__________ aggregate [Certificate Principal
                  Balance/Certificate Notional Amount] of] [a ___% Percentage
                  Interest in] the Class ____ Certificates.

         2.       The Investor is requesting access to the following
                  information (the "Information") solely for use in evaluating
                  the Investor's investment in the Certificates:

                  ___      The information  available on the Master Servicer's
                           internet website pursuant to Section 3.15 of
                           the Pooling and Servicing Agreement.

                                    I-1-1
<PAGE>

                  ___      The information available on the Trustee's internet
                           website pursuant to Sections 3.15 and 4.02
                           of the Pooling and Servicing Agreement.

                  ___      The  information  identified on Schedule I attached
                           hereto pursuant to Sections 3.15 and 4.02 of
                           the Pooling and Servicing Agreement.

         3.       In consideration of the Master Servicer's or the Trustee's
                  disclosure to the Investor of the Information, the Investor
                  will keep the Information confidential (except from such
                  outside Persons as are assisting it in evaluating the
                  Information), and such Information will not, without the
                  prior written consent of the Master Servicer or the Trustee,
                  as applicable, be disclosed by the Investor or by its
                  Affiliates, officers, directors, partners, shareholders,
                  members, managers, employees, agents or representatives
                  (collectively, the "Representatives") in any manner
                  whatsoever, in whole or in part; provided, that the Investor
                  may provide all or any part of the Information to any other
                  Person that holds or is contemplating the purchase of any
                  Certificate or interest therein, but only if such Person
                  confirms in writing such ownership interest or prospective
                  ownership interest and agrees to keep it confidential; and
                  provided further, that the Investor may provide all or any
                  part of the Information to its auditors, legal counsel and
                  regulators; and provided further, that the Investor shall
                  not be obligated to keep confidential any Information that
                  has previously been made available on an unrestricted basis
                  and without a password via the Trustee's or the Master
                  Servicer's, as applicable, Internet Website or has
                  previously been filed with the Securities and Exchange
                  Commission.

         4.       The Investor will not use or disclose the Information in any
                  manner that could result in a violation of any provision of
                  the Securities Act of 1933, as amended (the "Securities
                  Act"), or the Securities Exchange Act of 1934, as amended,
                  or that would require registration of any Non-Registered
                  Certificate pursuant to Section 5 of the Securities Act.

         5.       The Investor hereby acknowledges and agrees that:

                  (a)      Neither the Master Servicer nor the Trustee will
                           make any representations or warranties as to the
                           accuracy or completeness of, and will assume no
                           responsibility for, any report, document or other
                           information delivered pursuant to this request or
                           made available on its internet website;

                  (b)      Neither the Master Servicer nor the Trustee has
                           undertaken any obligation to verify the accuracy or
                           completeness of any information provided by a
                           Mortgagor, a third party, each other or any other
                           Person that is included in any report, document or
                           other information delivered pursuant to this
                           request or made available on its respective
                           internet website;

                  (c)      Any transmittal of any report, document or other
                           information to the Investor by the Master Servicer
                           or the Trustee is subject to, which

                                    I-1-2
<PAGE>

                           transmittal may (but need not be) accompanied by a
                           letter containing, the following provision:

                                    By receiving the information set forth
                                    herein, you hereby acknowledge and agree
                                    that the United States securities laws
                                    restrict any person who possesses
                                    material, non-public information regarding
                                    the Trust which issued Merrill Lynch
                                    Mortgage Investors, Inc., Commercial
                                    Mortgage Pass-Through Certificates, Series
                                    200__-____, from purchasing or selling
                                    such Certificates in circumstances where
                                    the other party to the transaction is not
                                    also in possession of such information.
                                    You also acknowledge and agree that such
                                    information is being provided to you for
                                    the purposes of, and such information may
                                    be used only in connection with,
                                    evaluation by you or another
                                    Certificateholder, Certificate Owner or
                                    prospective purchaser of such Certificates
                                    or beneficial interest therein;

                  (d)      When delivering any report, document or other
                           information pursuant to this request, the Master
                           Servicer or the Trustee may (i) indicate the source
                           thereof and may affix thereto any disclaimer it
                           deems appropriate in its discretion and (ii)
                           contemporaneously provide such report, document or
                           information to the Depositor, the Trustee, any
                           Underwriter, any Rating Agency or
                           Certificateholders or Certificate Owners.

         6.       The Investor agrees to indemnify and hold harmless the
                  Master Servicer, the Special Servicer, the Depositor, the
                  Trustee and the Trust from any damage, loss, cost or
                  liability (including legal fees and expenses and the cost of
                  enforcing this indemnity) arising out of or resulting from
                  any unauthorized use or disclosure of the Information by the
                  Investor or any of its Representatives. The Investor also
                  acknowledges and agrees that money damages would be both
                  incalculable and an insufficient remedy for any breach of
                  the terms of this letter by the Investor or any of its
                  Representatives and that the Master Servicer, the Trustee or
                  the Trust may seek equitable relief, including injunction
                  and specific performance, as a remedy for any such breach.
                  Such remedies are not the exclusive remedies for a breach of
                  this letter but are in addition to all other remedies
                  available at law or equity.

                                    I-1-3
<PAGE>

         Capitalized terms used in this letter but not defined have the
respective meanings given to them in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the Investor has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                            [CERTIFICATEHOLDER] [BENEFICIAL
                                            OWNER OF A CERTIFICATE]


                                            By:_______________________________

                                            Name______________________________

                                            Title:____________________________

                                            Telephone No.:____________________


                                    I-1-4
<PAGE>


                                  SCHEDULE I

                       [DESCRIBE INFORMATION REQUESTED]



                                    I-1-5
<PAGE>


                                  EXHIBIT I-2

             FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                   ______________________, 200__

_______________________________
_______________________________
_______________________________
(Name and Address of Trustee)
Attention:  Global Securities and Trust Services Group,
         Merrill Lynch Mortgage Trust 200__-____

_______________________________
_______________________________
_______________________________
(Name and Address of Master Servicer)

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080


Re:    Merrill Lynch Mortgage Trust 200__-____
       Commercial Mortgage Pass-Through Certificates, Series 200__-____
       (the "Certificates")
       ------------------------------------------------------------------

         In accordance with the Pooling and Servicing Agreement dated as of
__________, 200__ (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), [Name of Master
Servicer], as master servicer (the "Master Servicer"), [Name of Special
Servicer], as special servicer, [Name of Trustee], as trustee (the "Trustee"),
and [Name of Fiscal Agent], as fiscal agent, with respect to the Merrill Lynch
Mortgage Trust 200__-____, Commercial Mortgage Pass-Through Certificates,
Series 200__-____ (the "Certificates"), the undersigned (the "Investor")
hereby certifies and agrees as follows:

         1.       The Investor is contemplating an investment in the Class
                  ____ Certificates.

         2.       The Investor is requesting access to the following
                  information (the "Information") solely for use in evaluating
                  such possible investment:

                  ___      The information available on the Master Servicer's
                           internet website pursuant to Section 3.15 of
                           the Pooling and Servicing Agreement.

                  ___      The information available on the Trustee's
                           internet website pursuant to Sections 3.15 and 4.02
                           of the Pooling and Servicing Agreement.

                                    I-2-1
<PAGE>

                  ___      The information identified on Schedule I attached
                           hereto pursuant to Sections 3.15 and 4.02 of
                           the Pooling and Servicing Agreement.

         3.       In consideration of the Master Servicer's or the Trustee's
                  disclosure to the Investor of the Information, the Investor
                  will keep the Information confidential (except from such
                  outside Persons as are assisting it in making the investment
                  decision described in paragraph 1), and such Information
                  will not, without the prior written consent of the Master
                  Servicer or the Trustee, as applicable, be disclosed by the
                  Investor or by its Affiliates, officers, directors,
                  partners, shareholders, members, managers, employees, agents
                  or representatives (collectively, the "Representatives") in
                  any manner whatsoever, in whole or in part; provided, that
                  the Investor may provide all or any part of the Information
                  to any other Person that holds or is contemplating the
                  purchase of any Certificate or interest therein, but only if
                  such Person confirms in writing such ownership interest or
                  prospective ownership interest and agrees to keep it
                  confidential; and provided further, that the Investor may
                  provide all or any part of the Information to its auditors,
                  legal counsel and regulators; and provided further, that the
                  Investor shall not be obligated to keep confidential any
                  Information that has previously been made available on an
                  unrestricted basis and without a password via the Trustee's
                  or the Master Servicer's, as applicable, Internet Website or
                  has previously been filed with the Securities and Exchange
                  Commission.

         4.       The Investor will not use or disclose the Information in any
                  manner that could result in a violation of any provision of
                  the Securities Act of 1933, as amended (the "Securities
                  Act"), or the Securities Exchange Act of 1934, as amended,
                  or that would require registration of any Non-Registered
                  Certificate pursuant to Section 5 of the Securities Act.

         5.       The Investor hereby acknowledges and agrees that:

                  (a)      Neither the Master Servicer nor the Trustee will
                           make any representations or warranties as to the
                           accuracy or completeness of, and will assume no
                           responsibility for, any report, document or other
                           information delivered pursuant to this request or
                           made available on its internet website;

                  (b)      Neither the Master Servicer nor the Trustee has
                           undertaken any obligation to verify the accuracy or
                           completeness of any information provided by a
                           Mortgagor, a third party, each other or any other
                           Person that is included in any report, document or
                           other information delivered pursuant to this
                           request or made available on its respective
                           internet website;

                  (c)      Any transmittal of any report, document or other
                           information to the Investor by the Master Servicer
                           or the Trustee is subject to, which transmittal may
                           (but need not be) accompanied by a letter
                           containing, the following provision:

                                    I-2-2
<PAGE>

                                    By receiving the information set forth
                                    herein, you hereby acknowledge and agree
                                    that the United States securities laws
                                    restrict any person who possesses
                                    material, non-public information regarding
                                    the Trust which issued Merrill Lynch
                                    Mortgage Investors, Inc., Commercial
                                    Mortgage Pass-Through Certificates, Series
                                    200__-____, from purchasing or selling
                                    such Certificates in circumstances where
                                    the other party to the transaction is not
                                    also in possession of such information.
                                    You also acknowledge and agree that such
                                    information is being provided to you for
                                    the purposes of, and such information may
                                    be used only in connection with,
                                    evaluation by you or another
                                    Certificateholder, Certificate Owner or
                                    prospective purchaser of such Certificates
                                    or beneficial interest therein;

                  (d)      When delivering any report, document or other
                           information pursuant to this request, the Master
                           Servicer or the Trustee may (i) indicate the source
                           thereof and may affix thereto any disclaimer it
                           deems appropriate in its discretion and (ii)
                           contemporaneously provide such report, document or
                           information to the Depositor, the Trustee, any
                           Underwriter, any Rating Agency or
                           Certificateholders or Certificate Owners.

         6.       The Investor agrees to indemnify and hold harmless the
                  Master Servicer, the Special Servicer, the Depositor, the
                  Trustee and the Trust from any damage, loss, cost or
                  liability (including legal fees and expenses and the cost of
                  enforcing this indemnity) arising out of or resulting from
                  any unauthorized use or disclosure of the Information by the
                  Investor or any of its Representatives. The Investor also
                  acknowledges and agrees that money damages would be both
                  incalculable and an insufficient remedy for any breach of
                  the terms of this letter by the Investor or any of its
                  Representatives and that the Master Servicer, the Trustee or
                  the Trust may seek equitable relief, including injunction
                  and specific performance, as a remedy for any such breach.
                  Such remedies are not the exclusive remedies for a breach of
                  this letter but are in addition to all other remedies
                  available at law or equity.

         Capitalized terms used in this letter but not defined have the
respective meanings given to them in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the Investor has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                    I-2-3
<PAGE>

                                      [PROSPECTIVE PURCHASER]


                                      By:___________________________________

                                           Name_____________________________

                                           Title:___________________________

                                           Telephone No.:___________________


                                    I-2-4
<PAGE>


                                  SCHEDULE I

                       [DESCRIBE INFORMATION REQUESTED]


                                    I-2-5
<PAGE>


                                   EXHIBIT J


        LIST OF MORTGAGE LOANS WITH SECURED CREDITOR IMPAIRED PROPERTY
                       ENVIRONMENTAL INSURANCE POLICIES





                                     J-1
<PAGE>

                                   EXHIBIT K

                     Form of S&P Defeasance Certification

      For loans having a principal balance of less than (a) $20,000,000,
     and (b) 5% of outstanding pool balance, and which loan is not one of
                  the 10 largest loans in the respective pool

To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn: Commercial Mortgage Surveillance

From:    [Name of Master Servicer], in its capacity as Master Servicer (the
         "Master Servicer") under the Pooling and Servicing Agreement dated as
         of ____________, 200__ (the "Pooling and Servicing Agreement"), among
         Merrill Lynch Mortgage Investors, Inc., as depositor, the Master
         Servicer, [Name of Special Servicer], as special servicer, [Name of
         Trustee], as trustee, and [Name of Fiscal Agent], as fiscal agent.

Date:    _________, 20___


Re:      Merrill Lynch Mortgage Trust 200__-_____, Commercial Mortgage Pass-
         Through Certificates, Series 200__-_____ -- Mortgage Loan (the
         "Mortgage Loan") heretofore secured by real property known as _______.

         Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.

         THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF
THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING
STANDARD SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING
STANDARD"), AND (B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR
UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF THE MASTER
SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.

         We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on __________, 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:

                  1.   The Mortgagor has consummated a defeasance of the
                       Mortgage Loan of the type checked below:


                       ____     a full defeasance of the entire outstanding
                                principal balance ($___________) of the
                                Mortgage Loan; or


                                     K-1
<PAGE>

                       ____     a partial defeasance of a portion
                                ($__________) of the Mortgage Loan that
                                represents ___% of the entire principal
                                balance of the Mortgage Loan ($________);

                  2.       The defeasance was consummated on __________, 20__.

                  3.       The defeasance was completed in all material
                           respects in accordance with the conditions for
                           defeasance specified in the Mortgage Loan documents
                           and in accordance with the Servicing Standard.

                  4.       The defeasance collateral consists only of one or
                           more of the following: (i) direct debt obligations
                           of the U.S. Treasury, (ii) direct debt obligations
                           of the Federal National Mortgage Association, (iii)
                           direct debt obligations of the Federal Home Loan
                           Mortgage Corporation, or (iv) interest-only direct
                           debt obligations of the Resolution Funding
                           Corporation. Such defeasance collateral consists of
                           securities that (i) if they include a principal
                           obligation, the principal due at maturity cannot
                           vary or change, (ii) provide for interest at a
                           fixed rate and (iii) are not subject to prepayment,
                           call or early redemption.

                  5.       After the defeasance, the defeasance collateral
                           will be owned by an entity (the "Defeasance
                           Obligor") that: (i) is the original Mortgagor, (ii)
                           is a Single-Purpose Entity (as defined in the S&P
                           Criteria), (iii) is subject to restrictions in its
                           organizational documents substantially similar to
                           those contained in the organizational documents of
                           the original Mortgagor with respect to bankruptcy
                           remoteness and single purpose, (iv) has been
                           designated as the Defeasance Obligor by the
                           originator of the Mortgage Loan pursuant to the
                           terms of the Mortgage Loan documents, or (v) has
                           delivered a letter from Standard & Poor's
                           confirming that the organizational documents of
                           such Defeasance Obligor were previously approved by
                           Standard & Poor's. The Defeasance Obligor owns no
                           assets other than defeasance collateral and (only
                           in the case of the original Mortgagor) real
                           property securing one or more Trust Mortgage Loans
                           included in the pool under the Pooling and
                           Servicing Agreement (the "Pool").

                  6.       If such Defeasance Obligor (together with its
                           affiliates) holds more than one defeased loan, it
                           does not (together with its affiliates) hold
                           defeased loans aggregating more than $20 Million or
                           more than five percent (5%) of the aggregate
                           certificate balance of the Certificates as of the
                           date of the most recent Distribution Date Statement
                           received by the Master Servicer (the "Current
                           Report").

                  7.       The defeasance documents require that the
                           defeasance collateral be credited to an eligible
                           account (as defined in the S&P Criteria) that must
                           be maintained as a securities account by a
                           securities intermediary that is at all times an
                           Eligible Institution (as defined in the S&P
                           Criteria). The


                                     K-2
<PAGE>

                           securities intermediary may reinvest proceeds of the
                           defeasance collateral only in Permitted Investments
                           (as defined in the Pooling and Servicing
                           Agreement).

                  8.       The securities intermediary is obligated to pay
                           from the proceeds of the defeasance collateral,
                           directly to the Master Servicer's collection
                           account, all scheduled payments on the Mortgage
                           Loan or, in a partial defeasance, not less than
                           125% of the portion of such scheduled payments
                           attributed to the allocated loan amount for the
                           real property defeased (the "Scheduled Payments").

                  9.       The Servicer received written confirmation from an
                           independent certified public accountant 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
                           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, (iii) the
                           defeasance collateral is not subject to prepayment,
                           call or early redemption, and (iv) interest income
                           from the defeasance collateral to the Defeasance
                           Obligor in any tax 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, other than in
                           the year in which the Maturity Date or Anticipated
                           Repayment Date will occur, when interest income
                           will exceed interest expense.

                  10.      The Master Servicer received opinions of counsel
                           that, subject to customary qualifications and
                           exceptions, (i) the defeasance will not cause the
                           Trust to fail to qualify as a REMIC for purpose of
                           the Internal Revenue Code, (ii) the agreements
                           executed by the Mortgagor and the Defeasance
                           Obligor in connection with the defeasance are
                           enforceable against them in accordance with their
                           terms, and (iii) the Trustee will have a perfected,
                           first priority security interest in the defeasance
                           collateral.

                  11.      The agreements executed in connection with the
                           defeasance (i) prohibit subordinate liens against
                           the defeasance collateral, (ii) provide for payment
                           from sources other than the defeasance collateral
                           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, (iii) permit release of surplus defeasance
                           collateral and earnings on reinvestment to the
                           Defeasance Obligor only after the Mortgage Loan has
                           been paid in full, (iv) include representations
                           and/or covenants of the Mortgagor and/or securities
                           intermediary substantially as set forth on Exhibit
                           B hereto, (v) provide for


                                     K-3
<PAGE>

                           survival of such representations; and (vi) do not
                           permit waiver of such representations and covenants.

                  12.      The outstanding principal balance of the Mortgage
                           Loan immediately before the defeasance was less
                           than $20,000,000 and less than 5% of the aggregate
                           certificate balance of the Certificates as of the
                           date of the Current Report. The Mortgage Loan is
                           not one of the ten (10) largest loans in the
                           Mortgage Pool.

                  13.      Copies of all material agreements, instruments,
                           organizational documents, opinions of counsel,
                           accountant's report and other items delivered in
                           connection with the defeasance will be provided to
                           you upon request.

                  14.      The individual executing this notice is an
                           authorized officer or a servicing officer of the
                           Master Servicer.

         IN WITNESS WHEREOF, the Master Servicer has caused this notice to be
executed as of the date captioned above.



                                             [NAME OF MASTER SERVICER].
                                             As Master Servicer

                                             By:
                                                 ----------------------------
                                             Name:
                                             Title:








                                     K-4
<PAGE>


                                   EXHIBIT L

                       CLASS XP REFERENCE RATE SCHEDULE


                                     L-1
<PAGE>


                                  EXHIBIT M-1

                        FORM OF PURCHASE OPTION NOTICE

                                                                        [Date]


[Purchase Option Holder]


Re:   Merrill Lynch Mortgage Trust 200__-____
      Commercial Mortgage Pass-Through Certificates, Series 200__-____

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 __________, 200__, by and among Merrill
Lynch Mortgage Investors, Inc., as depositor, [Name of Master Servicer], as
master servicer, [Name of Special Servicer], as special servicer, [Name of
Trustee], as trustee, and [Name of Fiscal Agent], as fiscal agent. 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 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 Purchase 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 number , 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 Special Servicer contact information.]

                  Please acknowledge receipt of this letter by signing the
enclosed copy and return it to my attention.

                                    M-1-1
<PAGE>

                               Sincerely,
                                           -------------------------------
                               By:
                                           -------------------------------
                               Name:
                                           -------------------------------
                               Title:
                                           -------------------------------



Purchase Option Holder's Acknowledgment
By:
        ---------------------------------------------
Name:
        ---------------------------------------------
Title:
        ---------------------------------------------
Date:
        ---------------------------------------------


                                    M-1-2
<PAGE>

                                  EXHIBIT M-2

                     FORM OF PURCHASE OPTION ASSIGNMENT BY
                             THE SPECIAL SERVICER

         THIS ASSIGNMENT OF PURCHASE OPTION (this "Assignment") is made
effective as of [________] by and between [Name of Special Servicer]
("Assignor") and [_______________] ("Assignee") in connection with (i) the
Pooling and Servicing Agreement dated as of __________, 200__ (the
"Agreement"), by and among Merrill Lynch Mortgage Investors, Inc., as
Depositor, [Name of Master Servicer], as Master Servicer, Assignor as Special
Servicer, [Name of Trustee], as Trustee (the "Trustee"), and [Name of Fiscal
Agent], as fiscal agent, with respect to the Merrill Lynch Mortgage Trust
200__-____, Commercial Mortgage Pass-Through Certificates, Series 200__-____
(the "Series 200__-____ Securitization"), and (ii) the transfer of the Loan
(defined below) to Assignee.

         Capitalized terms used but not otherwise defined in this Assignment
shall have the respective meanings assigned to them in the Agreement.

         1. The Trust is the owner of a Mortgage Loan in the original
principal amount of $[_______] that is included in the Series 200__-____
Securitization and is secured by the Mortgaged Property commonly known as
[___________________________] (the "Loan"). The Loan is a Defaulted Mortgage
Loan under the Agreement and is being serviced and administered by Assignor in
its capacity as Special Servicer.

         2. Assignor, (i) pursuant to Section 3.18(c) of the Agreement, is the
deemed assignee of the Purchase Option with respect to such Loan [for a 15-day
period], (ii) pursuant to Section 3.18(c) of the Agreement, has the
unconditional right to assign the Purchase Option to a third party, and (iii)
has given all notices, if any, required to be given to any Person in order to
assign the Purchase Option and for the assignee thereof to exercise the
Purchase Option and purchase the Loan pursuant thereto.

         3. Assignee intends to purchase the Loan in compliance with the
Agreement and has requested that Assignor assign the Purchase Option to
Assignee, and Assignor desires to assign the Purchase Option to Assignee,
pursuant to the terms and conditions of this Assignment.

         NOW THEREFORE, the parties agree as follows:

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Assignor hereby assigns, transfers and conveys
to Assignee all of Assignor's right, title and interest in and to the Purchase
Option with respect to the Loan under Section 3.18 of the Agreement without
any representation or warranty of any kind whatsoever.

         This Assignment is being executed by Assignee and Assignor and shall
be binding upon Assignee, Assignor and the respective permitted successors and
assigns of each of them, for the uses and purposes set forth above and shall
be effective as of the date set forth above. This Assignment may be executed
in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument. Nothing in


                                    M-2-1
<PAGE>

this Assignment shall be deemed to create or imply any right or benefit in any
person other than Assignee, Assignor or their respective permitted successors
and assigns.

         IN WITNESS WHEREOF, this Assignment has been executed by the parties
as of the date first set forth above.

         ASSIGNOR:               [NAME OF SPECIAL SERVICER]

                                 By:________________________________________
                                 Name:______________________________________
                                 Title:_____________________________________


         ASSIGNEE:               [ASSIGNEE]

                                 By:_______________________________________
                                 Name:_____________________________________
                                 Title:____________________________________


         ASSIGNEE CONTACT INFORMATION:

         Address:_______________________________________________
         Telephone No.:_________________________________________
         Facsimile:_____________________________________________




                                    M-2-2
<PAGE>


                                  EXHIBIT M-3

                      FORM OF PURCHASE OPTION ASSIGNMENT
                  BY PLURALITY SUBORDINATE CERTIFICATEHOLDER

     THIS ASSIGNMENT OF PURCHASE OPTION (this "Assignment") is made effective
as of [________] by and between Plurality Subordinate Certificateholder(s)
("Assignor") and [_______________] ("Assignee") in connection with (i) the
Pooling and Servicing Agreement dated as of __________, 200__ (the
"Agreement"), by and among Merrill Lynch Mortgage Investors, Inc., as
Depositor, [Name of Master Servicer], as Master Servicer, [Name of Special
Servicer], as Special Servicer, [Name of Trustee], as trustee (the "Trustee"),
and [Name of Fiscal Agent], as fiscal agent, with respect to the Merrill Lynch
Mortgage Trust 200__-____, Commercial Mortgage Pass-Through Certificates,
Series 200__-____ (the "Series 200__-____ Securitization"), and (ii) the
transfer of the Loan (defined below) to Assignee.

     Capitalized terms used but not otherwise defined in this Assignment shall
have the respective meanings assigned to them in the Agreement.

     1.   The Trust is the owner of a Mortgage Loan in the original principal
          amount of $[_______] that is included in the Series 200__-____
          Securitization and is secured by the Mortgaged Property commonly
          known as [___________________________] (the "Loan"). The Loan is a
          Defaulted Mortgage Loan under the Agreement and is being serviced
          and administered by [Name of Special Servicer] in its capacity as
          Special Servicer.

     2.   Assignor (i) is the Plurality Subordinate Certificateholder under
          the Agreement, (ii) pursuant to Section 3.18(c) of the Agreement,
          holds a Purchase Option with respect to the Loan, (iii) pursuant to
          Section 3.18 of the Agreement, has the unconditional right to assign
          the Purchase Option to a third party, and (iv) has given all
          notices, if any, required to be given to any Person in order to
          assign the Purchase Option and for the assignee thereof to exercise
          the Purchase Option and purchase the Loan pursuant thereto.

     3.   Assignee intends to purchase the Loan in compliance with the
          Agreement and has requested that Assignor assign the Purchase Option
          to Assignee, and Assignor desires to assign the Purchase Option to
          Assignee, pursuant to the terms and conditions of this Assignment.

     NOW THEREFORE, the parties agree as follows:

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Assignor hereby assigns, transfers and conveys to
Assignee all of Assignor's right, title and interest in and to the Purchase
Option with respect to the Loan under Section 3.18 of the Agreement without
any representation or warranty of any kind whatsoever.

     This Assignment is being executed by Assignee and Assignor and shall be
binding upon Assignee, Assignor and the respective permitted successors and
assigns of each of them, for the uses and purposes set forth above and shall
be effective as of the date set forth above. This


<PAGE>

Assignment may be executed in any number of counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one
and the same instrument. Nothing in this Assignment shall be deemed to create
or imply any right or benefit in any person other than Assignee, Assignor or
their respective permitted successors and assigns.

     IN WITNESS WHEREOF, this Assignment has been executed by the parties as
of the date first set forth above.

     ASSIGNOR:                                  PLURALITY SUBORDINATE
                                                CERTIFICATEHOLDER

                                                By:

                                                Name:__________________________
                                                Title:_________________________


     ASSIGNEE:                                  [ASSIGNEE]

                                                By:____________________________
                                                Name:__________________________
                                                Title:_________________________


ASSIGNEE CONTACT INFORMATION:

Address:_______________________
_______________________________
_______________________________
Telephone No.:_________________
Facsimile:_____________________



                                    M-3-2


<PAGE>


                                   EXHIBIT N

                      FORM OF DISTRIBUTION DATE STATEMENT



                                [See Attached]



                                      N-1


<PAGE>


                                   EXHIBIT O

                     FORM OF SARBANES-OXLEY CERTIFICATION
                               BY THE DEPOSITOR


Re:  Merrill Lynch Mortgage Trust 200__-____ (the "Trust"), Commercial
     Mortgage Pass-Through Certificates, Series ----- 200__-____

     I, [identify the certifying individual], a [title] of Merrill Lynch
Mortgage Investors, Inc., the depositor (the "Depositor") into the
above-referenced Trust, certify that (capitalized terms used herein but not
defined shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement):

     1. I have reviewed the annual report on Form 10-K for the fiscal year
[___] (the "Annual Report"), and all reports on Form 8-K containing
distribution or servicing reports under the pooling and servicing agreement
dated as of __________, 200__ and related to the captioned commercial mortgage
pass-through certificates (the "Pooling and Servicing Agreement") filed in
respect of periods included in the year covered by the Annual Report
(collectively with the Annual Report, the "Reports"), of the Trust;

     2. Based on my knowledge, the information 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 as of the
last day of the period covered by the Annual Report;

     3. Based on my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Master Servicer under the
Pooling and Servicing Agreement for inclusion in these reports is included in
the Reports;

     4. Based on my knowledge and upon the annual compliance statement
included in the Annual Report and required to be delivered to the Trustee in
accordance with the terms of the Pooling and Servicing Agreement, and except
as disclosed in the Reports, the Master Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement; and

     5. The Reports disclose all significant deficiencies relating to the
compliance of the Master Servicer with the minimum servicing standards based
upon the report provided by an independent public accountant, after conducting
a review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Pooling and
Servicing Agreement, that is included in the Reports.


                                      O-1



<PAGE>

     In giving the certifications set forth above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [Name of
Master Servicer], as Master Servicer, [Name of Special Servicer], as Special
Servicer, and [Name of Trustee], as Trustee.

Date:    _____________________________

Merrill Lynch Mortgage Investors, Inc.



______________________________________
[name of certifying individual]
[title of certifying individual]




                                     O-2


<PAGE>


                                  EXHIBIT P-1

                     FORM OF CERTIFICATION TO BE PROVIDED
                    BY THE MASTER SERVICER TO THE DEPOSITOR


Re:  Merrill Lynch Mortgage Trust 200__-____ (the "Trust"), Commercial
     Mortgage Pass-Through Certificates, Series ----- 200__-____

     I, [identify the certifying individual], a [title] of [Name of Master
Servicer] ("_________"), on behalf of _________, as Master Servicer, certify
to Merrill Lynch Mortgage Investors, Inc. and its officers, directors and
affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the pooling and servicing agreement
dated as of __________, 200__ and relating to the captioned commercial
mortgage pass-through certificates (the "Pooling and Servicing Agreement"),
and with the knowledge and intent that they will rely upon this certification
in delivering the Sarbanes-Oxley certification required by the Pooling and
Servicing Agreement, that (capitalized terms used herein but not defined shall
have the meanings assigned to such terms in the Pooling and Servicing
Agreement):

     1. I am responsible for reviewing the activities performed by _________
as Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement with respect to the Master Servicer [and a certificate in
the form attached as Exhibit A hereto from [Name of Special Servicer]
("_________") as Special Servicer, with respect to such entity (which
certificate, to our actual knowledge, contains no inaccurate information)],
and except as disclosed in the annual report on Form 10-K for the fiscal year
[ ] (the "Annual Report"), or in any reports on Form 8-K containing
distribution or servicing reports under the Pooling and Servicing Agreement
filed in respect of periods included in the year covered by the Annual Report
(collectively with the Annual Report, the "Reports"), _________ has fulfilled
its obligations as Master Servicer under the Pooling and Servicing Agreement,
including the provision of all reports required to be submitted to the Trustee
thereunder, and that, to the knowledge of _________ as Master Servicer, based
upon the review required under the Pooling and Servicing Agreement with
respect to _________ as Master Servicer [and a certificate in the form
attached as Exhibit A hereto from _________ as Special Servicer, with respect
to such entity (which certificate, to our actual knowledge, contains no
inaccurate information)], such reports do not contain any material
misstatements or omissions.

     2. I have disclosed to _________'s certified public accountants all
significant deficiencies known to me relating to the compliance of _________
as Master Servicer with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in the Pooling and Servicing
Agreement [and the compliance of _________ as Special Servicer with the
minimum servicing standards based on a certificate in the form attached as
Exhibit A hereto from such entity].



                                     P-1-1


     3. In giving the certification above, I have reasonably relied on
information provided to _________ by the following unaffiliated parties:
[names of sub-servicers].

Date: _________________________


[NAME OF MASTER SERVICER]

By:_______________________________________
Name:_____________________________________
Title: ___________________________________




                                     P-1-2


<PAGE>


                           EXHIBIT A TO EXHIBIT P-1

          FORM OF CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER


Re:  Merrill Lynch Mortgage Trust 200__-____ (the "Trust"), Commercial
     Mortgage Pass-Through Certificates, Series ----- 200__-____

     I, [identify the certifying individual], a[n] [title] of [identify name
of company], on behalf of [Name of Special Servicer], as Special Servicer,
certify to [identify the individual signing Exhibit P-1], [Name of Master
Servicer], as Master Servicer (the "Master Servicer") and their respective
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents and with the knowledge and intent that they will rely
upon this certification in delivering the Sarbanes-Oxley certification
required by the Pooling and Servicing Agreement (defined below):

     1. am responsible for reviewing the activities performed by [Name of
Special Servicer] ("_________") as special servicer (the "Special Servicer")
under the Pooling and Servicing Agreement dated as of __________, 200__ and
relating to the captioned commercial mortgage pass-through certificates (the
"Pooling and Servicing Agreement"), and based upon my knowledge and the annual
compliance review performed as required under the Pooling and Servicing
Agreement, and except as disclosed on Schedule 1 hereto, _________, to my
knowledge, has fulfilled its obligations as Special Servicer under the Pooling
and Servicing Agreement, including the provision of all information and/or
reports required to be submitted by _________, as Special Servicer, to the
Master Servicer and the Trustee thereunder, and that, to the knowledge of
_________, as Special Servicer, such reports do not contain any material
misstatements or omissions; and

     2. I have disclosed to _________'s certified public accountants and the
Master Servicer's certified public accountants all significant deficiencies
known to me relating to the compliance of _________ as Special Servicer with
the minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Pooling and Servicing Agreement.

Date:    _________________________


[NAME OF SPECIAL SERVICER]


By:______________________________________
Name:____________________________________
Title: __________________________________



                                     P-1-3


<PAGE>




                                  EXHIBIT P-2

                     FORM OF CERTIFICATION TO BE PROVIDED
                        BY THE TRUSTEE TO THE DEPOSITOR


Re:  Merrill Lynch Mortgage Trust 200__-____ (the "Trust"), Commercial
     Mortgage Pass-Through Certificates, Series ----- 200__-____

     I, [identify the certifying individual], a [title] of [Name of Trustee],
certify to Merrill Lynch Mortgage Investors, Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon
this certification in delivering the Sarbanes-Oxley Certification required by
the pooling and servicing agreement, dated as of __________, 200__ and related
to the captioned commercial mortgage pass-through certificates (the "Pooling
and Servicing Agreement") (capitalized terms used herein but not defined shall
have the meanings assigned to such terms in the Pooling and Servicing
Agreement):

     1. I have reviewed the annual report on Form 10-K for the fiscal year
[___] (the "Annual Report"), and all reports on Form 8-K containing
distribution reports under the Pooling and Servicing Agreement filed in
respect of periods included in the year covered by the Annual Report
(collectively with the Annual Report, the "Reports"), of the Trust;

     2. Based on my knowledge, the information in these distribution reports
and any other information in the Reports prepared by the 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;

     3. Based on my knowledge, the distribution information required to be
provided by the Trustee under the Pooling and Servicing Agreement is included
in the Reports.

Date:    _________________________



[NAME OF TRUSTEE],
as trustee

By:________________________________
Name:______________________________
Title: ____________________________



                                     P-2-1


<PAGE>


                                  EXHIBIT P-3

                     FORM OF CERTIFICATION TO BE PROVIDED
                   BY THE SPECIAL SERVICER TO THE DEPOSITOR


Re:  Merrill Lynch Mortgage Trust 200__-____ (the "Trust"), Commercial
     Mortgage Pass-Through Certificates, Series ----- 200__-____

     I, [identify the certifying individual], a [title] of [Name of Special
Servicer], certify to Merrill Lynch Mortgage Investors, Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will
rely upon this certification in delivering the Sarbanes-Oxley Certification
required by the pooling and servicing agreement, dated as of __________, 200__
and related to the captioned commercial mortgage pass-through certificates
(the "Pooling and Servicing Agreement") (capitalized terms used herein but not
defined shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement):

     1. I have reviewed the servicing reports or information relating to the
Trust delivered by the Special Servicer to the Master Servicer and the Trustee
under the Pooling and Servicing Agreement, covering the fiscal year [ ];

     2. Based on my knowledge, the servicing information in these reports
delivered by the Special Servicer, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the period covered
by these servicing reports.

     3. I am responsible for reviewing the activities performed by [Name of
Special Servicer] ("_________") as Special Servicer under the Pooling and
Servicing Agreement and, based upon my knowledge and the annual compliance
review required under the Pooling and Servicing Agreement with respect to the
Master Servicer [,and except as disclosed on Schedule 1 hereto], _________ has
fulfilled its obligations under the Pooling and Servicing Agreement, including
the provision of all information and/or reports required to be submitted by
_________, as Special Servicer, to the Master Servicer and the Trustee
thereunder.

     4. The accountant's statement delivered pursuant to Section 3.14 of the
Pooling and Servicing Agreement discloses all significant deficiencies
relating to the Special Servicer's compliance with the minimum servicing
standards based upon the report provided by an independent public accountant,
after conducting a review in compliance with the Uniform Attestation Program
for Mortgage Bankers or similar procedure, as set forth in the Pooling and
Servicing Agreement.

[NAME OF SPECIAL SERVICER]                  Date:    _________________________

By:__________________________________
Name:________________________________
Title: ______________________________



                                     P-3-1

<PAGE>





                                   EXHIBIT Q

                                  [Reserved]




                                      Q-1

<PAGE>



                                   EXHIBIT R

        LIST OF SUB-SERVICING AGREEMENTS IN EFFECT ON THE CLOSING DATE


1. Subservicing Agreement (Limited Subservicing), dated as of __________,
200__, by and between [Name of Master Servicer] and [Name of Sub-Servicer].

2. Subservicing Agreement (Limited Subservicing), dated as of __________,
200__, by and between [Name of Master Servicer] and [Name of Sub-Servicer].

3. Subservicing Agreement (Limited Subservicing), dated as of __________,
200__, by and between [Name of Master Servicer] and [Name of Sub-Servicer].

4. Subservicing Agreement, dated as of __________, 200__, by and between [Name
of Master Servicer] and [Name of Sub-Servicer].



                                      R-1


<PAGE>


                                   EXHIBIT S


                     CLASS A-SB PLANNED PRINCIPAL BALANCE




                                      S-1

<PAGE>



                                   EXHIBIT T

  LIST OF SERVICED MORTGAGE LOANS REQUIRING OPERATIONS AND MAINTENANCE PLANS





                                      T-1


<PAGE>




                                   EXHIBIT U

                 FORM OF [OTHER SERIES] MASTER SERVICER NOTICE

                                                                        [Date]


[Name of Other Series Master Servicer]
   as MLMT Series 200__-____ Master Servicer and Special Servicer
__________________________________
__________________________________
(Address of Other Series Master Servicer)
Attention:  Merrill Lynch Mortgage Trust Series 200__-____


Re:  Agreement Among Noteholders, dated as of ____________, 200__ (the
     "[Blackacre] Intercreditor Agreement"), between Merrill Lynch Mortgage
     Lending, Inc., as Initial Note A-1 Holder and Initial Note A-2 Holder,
     ___________________, _________________ and ___________, as Initial Note B
     Holders, ________________, ________________ and ________________, N.A.,
     as Initial Note C Holders and ________________, as Initial Note D Holder,
     relating to the [Blackacre] Trust Mortgage Loan


Ladies and Gentlemen:

     This notice is being delivered to you pursuant to Section [3.02(g)] of
the Pooling and Servicing Agreement, dated as of __________, 200__ (the
"Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor,
[Name of Master Servicer], as master servicer (the "Master Servicer"), [Name
of Special Servicer], as special servicer, [Name of Trustee], as trustee (the
"Trustee"), and [Name of Fiscal Agent] as fiscal agent, which Agreement
relates to the issuance of the Merrill Lynch Mortgage Trust 200__-____,
Commercial Mortgage Pass-Through Certificates, Series 200__-____. To the
extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement.

     Notice is hereby given that as of __________, 200__, the Closing Date
under the Agreement, the Trustee is the holder of the [Blackacre] Trust
Mortgage Loan (as defined in the Agreement), which is identified as "Note A-2"
under the [Blackacre] Intercreditor Agreement, and, in that capacity, the
Trustee assumes the rights and obligations of the "Note A-2 Holder" under the
[Blackacre] Intercreditor Agreement.

     You are hereby directed to remit to the Master Servicer all amounts
payable to the Note A-2 Holder under the [Blackacre] Intercreditor Agreement
and the Pooling and Servicing Agreement, dated as of __________, 200__,
between Merrill Lynch Mortgage Investors, Inc., as depositor, [Name of Master
Servicer], as master servicer and as special servicer, and [Name of Trustee],
as trustee (the "MLMT Series 200__-____ Pooling and Servicing Agreement"), to
the following account:

     Account: [Collection Account]

     Account #: [_______]



                                      U-1

<PAGE>

     Title: [[Name of Master Servicer], as Master Servicer for [Name of
Trustee], as Trustee, on behalf of and in trust for the registered holders of
Merrill Lynch Mortgage Trust 200__-____, Commercial Mortgage Pass-Through
Certificates, Series 200__-____]

     Location: [Bank Name]

     You are hereby further directed to forward, deliver, or otherwise make
available to the Master Servicer, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the Note A-2 Holder under (i) the [Blackacre]
Intercreditor Agreement, and (ii) the MLMT Series 200__-____ Pooling and
Servicing Agreement, to the following: [address/facsimile/email
address/telephone number] .

     Please also be advised that the Controlling Class Representative (as
identified under Section 3.25(a) of the Agreement and initially, DSHI Opco
LLC) is entitled to exercise any rights and powers of the Trustee, in its
capacity as Note A-2 Holder, under Section 10(a) of the [Blackacre]
Intercreditor Agreement and Section 6.12(h) of the MLMT Series 200__-____
Pooling and Servicing Agreement.


                               Very truly yours,


                               [NAME OF TRUSTEE]
                                  as Trustee


                               By: _____________________________________
                                   Name:
                                   Title



                                      U-2