<PAGE>

                                                                  EXECUTION COPY



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                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                                  as Depositor,


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                             ARCAP SERVICING, INC.,
                              as Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                   as Paying Agent and Certificate Registrar,


                                       and


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 2003



                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2003-TOP12


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




<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1    DEFINITIONS....................................................10
SECTION 1.2    CALCULATIONS RESPECTING MORTGAGE LOANS.........................85
SECTION 1.3    CALCULATIONS RESPECTING ACCRUED INTEREST.......................86
SECTION 1.4    INTERPRETATION.................................................86
SECTION 1.5    ARD LOANS......................................................86
SECTION 1.6    CERTAIN MATTERS WITH RESPECT TO LOAN PAIRS AND A/B
               MORTGAGE LOANS.................................................87

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

SECTION 2.1    CONVEYANCE OF MORTGAGE LOANS...................................89
SECTION 2.2    ACCEPTANCE BY TRUSTEE..........................................92
SECTION 2.3    SELLERS' REPURCHASE OF MORTGAGE LOANS FOR MATERIAL
               DOCUMENT DEFECTS AND MATERIAL BREACHES OF REPRESENTATIONS
               AND WARRANTIES.................................................94
SECTION 2.4    REPRESENTATIONS AND WARRANTIES................................101
SECTION 2.5    CONVEYANCE OF INTERESTS.......................................102

                                   ARTICLE III

                                THE CERTIFICATES

SECTION 3.1    THE CERTIFICATES..............................................102
SECTION 3.2    REGISTRATION..................................................103
SECTION 3.3    TRANSFER AND EXCHANGE OF CERTIFICATES.........................104
SECTION 3.4    MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.............110
SECTION 3.5    PERSONS DEEMED OWNERS.........................................110
SECTION 3.6    ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.....110
SECTION 3.7    BOOK-ENTRY CERTIFICATES.......................................111
SECTION 3.8    NOTICES TO CLEARING AGENCY....................................114
SECTION 3.9    DEFINITIVE CERTIFICATES.......................................114

                                   ARTICLE IV

                                    ADVANCES

SECTION 4.1    P&I ADVANCES BY MASTER SERVICER...............................115

                                      -i-
<PAGE>

SECTION 4.1A   P&I ADVANCES WITH RESPECT TO THE BERKELEY & BROWN PARI
               PASSU LOAN, THE RSA PARI PASSU LOAN AND THE WESTSHORE
               PLAZA PARI PASSU LOAN.........................................116
SECTION 4.2    SERVICING ADVANCES............................................117
SECTION 4.3    ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT..................117
SECTION 4.4    EVIDENCE OF NONRECOVERABILITY.................................118
SECTION 4.5    INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING
               ADVANCES WITH RESPECT TO A MORTGAGE LOAN......................119
SECTION 4.6    REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST................120
SECTION 4.7    FISCAL AGENT TERMINATION EVENT................................122
SECTION 4.8    PROCEDURE UPON TERMINATION EVENT..............................122
SECTION 4.9    MERGER OR CONSOLIDATION OF FISCAL AGENT.......................123
SECTION 4.10   LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS........123
SECTION 4.11   INDEMNIFICATION OF FISCAL AGENT...............................123

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

SECTION 5.1    COLLECTIONS...................................................124
SECTION 5.2    APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND
               INTEREST RESERVE ACCOUNT......................................128
SECTION 5.3    DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT......................138
SECTION 5.4    PAYING AGENT REPORTS..........................................139
SECTION 5.5    PAYING AGENT TAX REPORTS......................................141

                                   ARTICLE VI

                                  DISTRIBUTIONS

SECTION 6.1    DISTRIBUTIONS GENERALLY.......................................142
SECTION 6.2    KIMBALL LANE LOAN REMIC.......................................143
SECTION 6.3    REMIC I.......................................................143
SECTION 6.4    REMIC II......................................................144
SECTION 6.5    REMIC III.....................................................151
SECTION 6.5A   GRANTOR TRUST.................................................156
SECTION 6.6    ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND
               SHORTFALLS DUE TO NONRECOVERABILITY...........................156
SECTION 6.7    NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS..................158
SECTION 6.8    ADJUSTMENT OF SERVICING FEES..................................159
SECTION 6.9    APPRAISAL REDUCTIONS..........................................159
SECTION 6.10   COMPLIANCE WITH WITHHOLDING REQUIREMENTS......................159
SECTION 6.11   PREPAYMENT PREMIUMS...........................................160

                                      -ii-
<PAGE>

                              ARTICLE VII

       CONCERNING THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT AND THE
                             LUXEMBOURG PAYING AGENT

SECTION 7.1    DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT..161
SECTION 7.2    CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND
               THE PAYING AGENT..............................................162
SECTION 7.3    THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT
               LIABLE FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS........164
SECTION 7.4    THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT MAY
               OWN CERTIFICATES..............................................166
SECTION 7.5    ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE FISCAL AGENT
               AND THE PAYING AGENT..........................................166
SECTION 7.6    RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT
               OR THE PAYING AGENT...........................................166
SECTION 7.7    SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT...............168
SECTION 7.8    MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR
               PAYING AGENT..................................................169
SECTION 7.9    APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS
               OR CUSTODIAN..................................................170
SECTION 7.10   AUTHENTICATING AGENTS.........................................172
SECTION 7.11   INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE
               PAYING AGENT..................................................172
SECTION 7.12   FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE
               PAYING AGENT..................................................174
SECTION 7.13   COLLECTION OF MONEYS..........................................175
SECTION 7.14   TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR......................175
SECTION 7.15   NOTIFICATION TO HOLDERS.......................................177
SECTION 7.16   REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE FISCAL
               AGENT AND THE PAYING AGENT....................................177
SECTION 7.17   FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
               MAINTAINED BY THE TRUSTEE, THE FISCAL AGENT AND THE
               PAYING AGENT..................................................180
SECTION 7.18   APPOINTMENT OF LUXEMBOURG PAYING AGENT; NOTIFICATION TO
               CERTIFICATEHOLDERS............................................180

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 8.1    SERVICING STANDARD; SERVICING DUTIES..........................182
SECTION 8.2    FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
               MAINTAINED BY THE MASTER SERVICER.............................183
SECTION 8.3    MASTER SERVICER'S GENERAL POWER AND DUTIES....................183
SECTION 8.4    PRIMARY SERVICING AND SUB-SERVICING...........................190
SECTION 8.5    SERVICERS MAY OWN CERTIFICATES................................192

                                     -iii-
<PAGE>

SECTION 8.6    MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES
               AND OTHER.....................................................192
SECTION 8.7    ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
               DUE-ON-ENCUMBRANCE CLAUSE.....................................195
SECTION 8.8    TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.......199
SECTION 8.9    DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
               TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE
               CERTIFICATEHOLDERS............................................200
SECTION 8.10   SERVICING COMPENSATION........................................200
SECTION 8.11   MASTER SERVICER REPORTS; ACCOUNT STATEMENTS...................202
SECTION 8.12   ANNUAL STATEMENT AS TO COMPLIANCE.............................204
SECTION 8.13   ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.......204
SECTION 8.14   CMSA OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE
               MORTGAGED PROPERTIES..........................................205
SECTION 8.15   OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE MASTER
               SERVICER......................................................206
SECTION 8.16   RULE 144A INFORMATION.........................................208
SECTION 8.17   INSPECTIONS...................................................208
SECTION 8.18   MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS...209
SECTION 8.19   SPECIALLY SERVICED MORTGAGE LOANS.............................212
SECTION 8.20   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
               SERVICER......................................................213
SECTION 8.21   MERGER OR CONSOLIDATION.......................................214
SECTION 8.22   RESIGNATION OF MASTER SERVICER................................214
SECTION 8.23   ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.........215
SECTION 8.24   LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS.....215
SECTION 8.25   INDEMNIFICATION; THIRD-PARTY CLAIMS...........................218
SECTION 8.26   EXCHANGE ACT REPORTING........................................221
SECTION 8.27   COMPLIANCE WITH REMIC PROVISIONS..............................222
SECTION 8.28   TERMINATION...................................................223
SECTION 8.29   PROCEDURE UPON TERMINATION....................................225
SECTION 8.30   OPERATING ADVISER CONTACT WITH MASTER SERVICER AND SPECIAL
               SERVICER......................................................227

                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                               BY SPECIAL SERVICER

SECTION 9.1    DUTIES OF SPECIAL SERVICER....................................227
SECTION 9.2    FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF
               SPECIAL SERVICER..............................................229
SECTION 9.3    SUB-SERVICERS.................................................229
SECTION 9.4    SPECIAL SERVICER GENERAL POWERS AND DUTIES....................229

                                      -iv-
<PAGE>

SECTION 9.5    "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION
               AGREEMENTS; MODIFICATIONS OF SPECIALLY SERVICED MORTGAGE
               LOANS; DUE-ON-ENCUMBRANCE CLAUSES.............................232
SECTION 9.6    RELEASE OF MORTGAGE FILES.....................................236
SECTION 9.7    DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL
               SERVICER TO BE HELD FOR THE TRUSTEE...........................237
SECTION 9.8    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
               SPECIAL SERVICER..............................................238
SECTION 9.9    STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL
               LIABILITY INSURANCE POLICIES..................................239
SECTION 9.10   PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS..............241
SECTION 9.11   COMPENSATION TO THE SPECIAL SERVICER..........................241
SECTION 9.12   REALIZATION UPON DEFAULTED MORTGAGE LOANS.....................243
SECTION 9.13   FORECLOSURE...................................................245
SECTION 9.14   OPERATION OF REO PROPERTY.....................................245
SECTION 9.15   SALE OF REO PROPERTY..........................................248
SECTION 9.16   REALIZATION ON COLLATERAL SECURITY............................249
SECTION 9.17   RESERVED......................................................250
SECTION 9.18   ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.................250
SECTION 9.19   ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT..............250
SECTION 9.20   MERGER OR CONSOLIDATION.......................................251
SECTION 9.21   RESIGNATION OF SPECIAL SERVICER...............................251
SECTION 9.22   ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER........252
SECTION 9.23   LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND OTHERS....252
SECTION 9.24   INDEMNIFICATION; THIRD-PARTY CLAIMS...........................254
SECTION 9.25   RESERVED......................................................256
SECTION 9.26   SPECIAL SERVICER MAY OWN CERTIFICATES.........................256
SECTION 9.27   TAX REPORTING.................................................256
SECTION 9.28   APPLICATION OF FUNDS RECEIVED.................................256
SECTION 9.29   COMPLIANCE WITH REMIC PROVISIONS..............................257
SECTION 9.30   TERMINATION...................................................257
SECTION 9.31   PROCEDURE UPON TERMINATION....................................259
SECTION 9.32   CERTAIN SPECIAL SERVICER REPORTS..............................261
SECTION 9.33   SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER
               AND PAYING AGENT..............................................262
SECTION 9.34   RESERVED......................................................263
SECTION 9.35   RESERVED......................................................264
SECTION 9.36   SALE OF DEFAULTED MORTGAGE LOANS..............................264
SECTION 9.37   OPERATING ADVISER; ELECTIONS..................................266
SECTION 9.38   LIMITATION ON LIABILITY OF OPERATING ADVISER..................267
SECTION 9.39   DUTIES OF OPERATING ADVISER...................................268
SECTION 9.40   RIGHTS OF THE HOLDER OF A B NOTE..............................269

                                      -v-
<PAGE>

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

SECTION 10.1   TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF
               ALL MORTGAGE LOANS............................................270
SECTION 10.2   PROCEDURE UPON TERMINATION OF TRUST...........................272
SECTION 10.3   ADDITIONAL TRUST TERMINATION REQUIREMENTS.....................273

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

SECTION 11.1   LIMITATION ON RIGHTS OF HOLDERS...............................274
SECTION 11.2   ACCESS TO LIST OF HOLDERS.....................................275
SECTION 11.3   ACTS OF HOLDERS OF CERTIFICATES...............................275

                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

SECTION 12.1   REMIC ADMINISTRATION..........................................276
SECTION 12.2   PROHIBITED TRANSACTIONS AND ACTIVITIES........................282
SECTION 12.3   MODIFICATIONS OF MORTGAGE LOANS...............................282
SECTION 12.4   LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF
               REMIC STATUS..................................................282
SECTION 12.5   THE GRANTOR TRUST.............................................283

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.1   BINDING NATURE OF AGREEMENT...................................284
SECTION 13.2   ENTIRE AGREEMENT..............................................284
SECTION 13.3   AMENDMENT.....................................................284
SECTION 13.4   GOVERNING LAW.................................................286
SECTION 13.5   NOTICES.......................................................286
SECTION 13.6   SEVERABILITY OF PROVISIONS....................................287
SECTION 13.7   INDULGENCES; NO WAIVERS.......................................287
SECTION 13.8   HEADINGS NOT TO AFFECT INTERPRETATION.........................287
SECTION 13.9   BENEFITS OF AGREEMENT.........................................287
SECTION 13.10  SPECIAL NOTICES TO THE RATING AGENCIES........................288
SECTION 13.11  COUNTERPARTS..................................................289
SECTION 13.12  INTENTION OF PARTIES..........................................289
SECTION 13.13  RECORDATION OF AGREEMENT......................................291
SECTION 13.14  RATING AGENCY MONITORING FEES.................................291
SECTION 13.15  ACKNOWLEDGEMENT BY PRIMARY SERVICERS..........................291

                                      -vi-
<PAGE>

                             EXHIBITS AND SCHEDULES
                             ----------------------


EXHIBIT A-1      Form of Class A-1 Certificate
EXHIBIT A-2      Form of Class A-2 Certificate
EXHIBIT A-3      Form of Class A-3 Certificate
EXHIBIT A-4      Form of Class A-4 Certificate
EXHIBIT A-5      Form of Class B Certificate
EXHIBIT A-6      Form of Class C Certificate
EXHIBIT A-7      Form of Class D Certificate
EXHIBIT A-8      Form of Class E Certificate
EXHIBIT A-9      Form of Class F Certificate
EXHIBIT A-10     Form of Class G Certificate
EXHIBIT A-11     Form of Class H Certificate
EXHIBIT A-12     Form of Class J Certificate
EXHIBIT A-13     Form of Class K Certificate
EXHIBIT A-14     Form of Class L Certificate
EXHIBIT A-15     Form of Class M Certificate
EXHIBIT A-16     Form of Class N Certificate
EXHIBIT A-17     Form of Class O Certificate
EXHIBIT A-18     Form of Class R-I Certificate
EXHIBIT A-19     Form of Class R-II Certificate
EXHIBIT A-20     Form of Class R-III Certificate
EXHIBIT A-21     Form of Class R-K Certificate
EXHIBIT A-22     Form of Class X-1 Certificate
EXHIBIT A-23     Form of Class X-2 Certificate
EXHIBIT B-1      Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2      Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C        Form of Request for Release
EXHIBIT D-1      Form of Transferor Certificate for Transfers to Definitive
                    Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A     Form I of Transferee Certificate for Transfers of
                    Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B     Form II of Transferee Certificate for Transfers of Definitive
                    Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A     Form I of Transferee Certificate for Transfers of Interests in
                    Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B     Form II of Transferee Certificate for Transfers of Interests in
                    Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT E-1      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT E-2      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT F        Form of Regulation S Certificate
EXHIBIT G-1      Form of Principal Primary Servicing Agreement
EXHIBIT G-2      Form of JHREF Primary Servicing Agreement
EXHIBIT H        Form of Exchange Certification
EXHIBIT I        Form of Euroclear Bank or Clearstream Bank Certificate
                    (Section 3.7(d)

                                     -vii-
<PAGE>

EXHIBIT J        List of Loans as to Which Excess Servicing Fees Are Paid
                    ("Excess Servicing Fee")
EXHIBIT K-1      Form of Mortgage Loan Purchase Agreement I (BSCMI)
EXHIBIT K-2      Form of Mortgage Loan Purchase Agreement II (Wells Fargo)
EXHIBIT K-3      Form of Mortgage Loan Purchase Agreement III (Principal)
EXHIBIT K-4      Form of Mortgage Loan Purchase Agreement IV (MSMC)
EXHIBIT K-5      Form of Mortgage Loan Purchase Agreement V (JHREF)
EXHIBIT L        Form of Inspection Report
EXHIBIT M        Form of Monthly Certificateholders Reports (Section 5.4(a))
EXHIBIT N        Form of CMSA Operating Statement Analysis Report
EXHIBIT O        Reserved
EXHIBIT P        Reserved
EXHIBIT Q        Reserved
EXHIBIT R        Reserved
EXHIBIT S-1      Form of Power of Attorney to Master Servicer (Section 8.3(c))
EXHIBIT S-2      Form of Power of Attorney to Special Servicer (Section 9.4(a)
EXHIBIT T        Form of Debt Service Coverage Ratio Procedures
EXHIBIT U        Form of Assignment and Assumption Submission to Special
                    Servicer (Section 8.7(a))
EXHIBIT V        Form of Additional Lien, Monetary Encumbrance and Mezzanine
                    Financing Submission Package to the Special Servicer
                    (Section 8.7(e))
EXHIBIT W        Restricted Servicer Reports
EXHIBIT X        Unrestricted Servicer Reports
EXHIBIT Y        Investor Certificate (Section 5.4(a))
EXHIBIT Z        Form of Notice and Certification Regarding Defeasance of
                    Mortgage Loans
EXHIBIT AA       Form of Wells Fargo primary servicing agreement
                    (Section 8.29(b))
EXHIBIT BB       Controlling Class Certificateholder's Reports Checklist
EXHIBIT CC       Form of Performance Certification (Section 8.26 (b))

SCHEDULE I       BSCMI Loan Schedule
SCHEDULE II      Wells Fargo Loan Schedule
SCHEDULE III     Principal Loan Schedule
SCHEDULE IV      MSMC Loan Schedule
SCHEDULE V       JHREF Loan Schedule
SCHEDULE VI      List of Escrow Accounts Not Currently Eligible Accounts
                    (Section 8.3(e))
SCHEDULE VII     Certain Escrow Accounts for Which a Report Under
                    Section 5.1(g) is Required
SCHEDULE VIII    List of Mortgagors that are Third-Party Beneficiaries Under
                    Section 2.3(a)
SCHEDULE IX -
SCHEDULE XVI     Rates Used in Determination of Class X Pass-Through Rates
                    ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")
SCHEDULE XVII    Mortgage Loans Secured by Mortgaged  Properties  Covered by an
                    Environmental  Insurance Policy
SCHEDULE XVIII   List of Mortgage Loans that have Scheduled Payments after the
                    end of a Collection Period

                                     -viii-
<PAGE>

     THIS POOLING AND SERVICING AGREEMENT is dated as of October 1, 2003 (this
"Agreement") between BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., a
Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC.,
as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION,
as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its
capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent")
and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, only in its capacity as
paying agent (the "Paying Agent") and certificate registrar.

                              PRELIMINARY STATEMENT

     On the Closing Date, the Depositor will acquire the Mortgage Loans from
Principal Commercial Funding, LLC, as seller ("Principal"), Wells Fargo Bank,
National Association, as seller ("Wells Fargo"), Bear Stearns Commercial
Mortgage, Inc., as seller ("BSCMI"), John Hancock Real Estate Finance, Inc., as
seller ("JHREF") and Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"),
and will be the owner of the Mortgage Loans and the other property being
conveyed by it to the Trustee for inclusion in the Trust which is hereby
created. On the Closing Date, the Depositor will acquire (i) the Kimball Lane
Loan REMIC Regular Interest and the Kimball Lane Loan REMIC Residual Interest as
consideration for its transfer to the Trust of the Kimball Lane Loan; (ii) the
REMIC I Regular Interests and the REMIC I Residual Interest as consideration for
its transfer to the Trust of the Majority Mortgage Loans and the Kimball Lane
Loan REMIC Regular Interest; (iii) the REMIC II Regular Interests and the Class
R-II Certificates as consideration for its transfer of the REMIC I Regular
Interests to the Trust; and (iv) the REMIC III Certificates (other than the
portion of the Class O Certificates representing Excess Interest and the portion
of the Class A-1 and Class X Certificates representing Kimball Lane Yield
Maintenance Amounts) as consideration for its transfer of the REMIC II Regular
Interests to the Trust and the portion of the Class O Certificates representing
Excess Interest and the portion of the Class A-1 and Class X Certificates
representing Kimball Lane Yield Maintenance Amounts as consideration for its
transfer to the Trust of the Excess Interest and the Kimball Lane Yield
Maintenance Amounts, respectively. The Depositor has duly authorized the
execution and delivery of this Agreement to provide for the foregoing and the
issuance of (A) the Kimball Lane Loan Regular Interest and the Kimball Lane Loan
REMIC Residual Interest representing in the aggregate the entire beneficial
ownership of Kimball Lane Loan REMIC, (B) the REMIC I Regular Interests and the
REMIC I Residual Interest representing in the aggregate the entire beneficial
ownership of REMIC I, (C) the REMIC II Regular Interests and the Class R-II
Certificates representing in the aggregate the entire beneficial ownership of
REMIC II and (D) the REMIC III Certificates representing in the aggregate the
entire beneficial ownership of REMIC III and, in the case of the Class O
Certificates, the Class A-1 Certificates and the Class X Certificates, the
Grantor Trust. All covenants and agreements made by the Depositor and the
Trustee herein with respect to the Mortgage Loans and the other property
constituting the Trust are for the benefit of the Holders of the Kimball Lane
Loan REMIC Regular Interest, the REMIC I Regular Interests, the REMIC II Regular
Interests, the Residual Certificates, the REMIC Regular Certificates and the
Class O Certificates to the extent of their interest in the Excess Interest. The
Class R-I Certificates shall represent ownership of the REMIC I Residual
Interest. The Class R-K Certificates shall represent ownership of the Kimball
Lane Loan REMIC Residual Interest. The parties hereto are

<PAGE>

entering into this Agreement, and the Trustee is accepting the trusts created
hereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.

     The Class A, Class B, Class C and Class D Certificates will be offered for
sale pursuant to the prospectus (the "Prospectus") dated August 13, 2003, as
supplemented by the preliminary prospectus supplement dated September 19, 2003
(together with the Prospectus, the "Preliminary Prospectus Supplement"), and as
further supplemented by the final prospectus supplement dated October 1, 2003
(together with the Prospectus, the "Final Prospectus Supplement"), and the Class
X-1, Class X-2, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O Certificates will be offered for sale pursuant to a
Private Placement Memorandum dated October 1, 2003.

     The following sets forth the Class designation, Pass-Through Rate, initial
Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled
Distribution Date for the Kimball Lane Loan REMIC Regular Interest and the
Kimball Lane Loan REMIC Residual Interest comprising interests in the Kimball
Lane Loan REMIC, each Class of REMIC I Regular Interests and the REMIC I
Residual Interest comprising the interests in REMIC I, each Class of REMIC II
Regular Interests and the Class R-II Certificates comprising the interests in
REMIC II and each Class of REMIC III Certificates comprising the interests in
REMIC III created hereunder:

                             KIMBALL LANE LOAN REMIC

     The Kimball Lane Loan REMIC Regular Interest will relate to the Kimball
Lane Loan. The Kimball Lane Loan REMIC Regular Interest will have a pass-through
rate equal to the Kimball Lane Loan REMIC Net Mortgage Rate, an initial
principal amount (the initial "Certificate Balance") equal to the Scheduled
Principal Balance as of the Cut-Off Date (as herein defined) of the Kimball Lane
Loan, and a "latest possible maturity date" set to the Rated Final Distribution
Date of the Kimball Lane Loan. The Kimball Lane Loan REMIC Residual Interest
will be represented by the Class R-K Certificate, will be designated as the sole
Class of residual interests in the Kimball Lane Loan REMIC and will have no
Certificate Balance and no Pass-Through Rate, but will be entitled to receive
the proceeds of any assets remaining in the Kimball Lane Loan REMIC after the
Kimball Lane Loan REMIC Regular Interest has been paid in full.

                                     REMIC I

     Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest")
will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular
Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of
the related Mortgage Loan an initial principal amount (the initial "Certificate
Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as
herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a "latest possible maturity date" set to the Maturity Date
(as defined herein) of the Mortgage Loan to which the Corresponding REMIC I
Regular Interest relates; provided that in the case of the Kimball Lane Loan,
the Corresponding REMIC I Regular Interest will have a pass-through rate equal
to the REMIC I Net Mortgage Rate of the Kimball Lane Loan REMIC Regular
Interest, an initial principal amount (the initial "Certificate Balance") equal
to the initial Certificate Balance of the Kimball Lane Loan REMIC Regular
Interest, and a "latest possible maturity date" set to the "latest possible
maturity date" of

                                      -2-
<PAGE>

the Kimball Lane Loan REMIC Regular Interest. The REMIC I Residual Interest will
be represented by the Class R-I Certificate, will be designated as the sole
Class of residual interests in REMIC I and will have no Certificate Balance and
no Pass-Through Rate, but will be entitled to receive the proceeds of any assets
remaining in REMIC I after all Classes of REMIC I Regular Interests have been
paid in full.

                                    REMIC II

     The REMIC II Regular Interests have the pass-through rates and Certificate
Balances set forth in the definition thereof. The Class R-II Certificates will
be designated as the sole Class of residual interests in REMIC II and will have
no Certificate Balance and no Pass-Through Rate, but will be entitled to receive
the proceeds of any assets remaining in REMIC II after all Classes of REMIC II
Regular Interests have been paid in full.




                                      -3-
<PAGE>

                                    REMIC III

<TABLE>
<CAPTION>
                                                      Initial Aggregate
        REMIC III                                        Certificate
         Regular              Initial Pass-           Principal Balance
        Interest                 Through                 or Notional          Final Scheduled
       Designation               Rate(a)                   Amount           Distribution Date(b)
       -----------               -------                   ------           --------------------
     <S>                      <C>                    <C>                   <C>
        Class A-1(c)               2.96%                $198,000,000        August 13, 2008
        Class A-2                  3.88%                $150,600,000        April 13, 2010
        Class A-3                  4.24%                $185,900,000        April 13, 2012
        Class A-4                  4.68%                $487,288,000        September 13, 2013
        Class X-1(d)               0.12%              $1,161,122,793        September 13, 2023
        Class X-2(e)               0.93%              $1,097,720,000        October 13, 2011
        Class B                    4.81%                 $30,479,000        September 13, 2013
        Class C                    4.93%                 $31,931,000        September 13, 2014
        Class D                    5.20%                 $13,063,000        August 13, 2015
        Class E                    5.24%                 $14,514,000        June 13, 2016
        Class F                    5.24%                  $7,257,000        December 13, 2016
        Class G                    5.24%                  $7,257,000        October 13, 2017
        Class H                   4.941%                  $5,805,000        July 13, 2018
        Class J                   4.941%                  $5,806,000        August 13, 2018
        Class K                   4.941%                  $2,903,000        August 13, 2018
        Class L                   4.941%                  $2,902,000        August 13, 2018
        Class M                   4.941%                  $2,903,000        August 13, 2018
        Class N                   4.941%                  $2,903,000        August 13, 2018
        Class O (f)               4.941%                 $11,611,793        September 13, 2023
        Class R-III(g)             N/A                  N/A                        N/A
</TABLE>

(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate." The initial
     Pass-Through Rates shown above are approximate for the Class B, C, D, E, F,
     G, X-1 and X-2 Certificates.

(b)  The Final Scheduled Distribution Date for each Class of Certificates
     assigned a rating is the Distribution Date on which such Class is expected
     to be paid in full, assuming that timely payments (and no prepayments) will
     be made on the Mortgage Loans in accordance with their terms (except that
     each ARD Loan will be prepaid in full on its Anticipated Repayment Date).

(c)  Each Class A-1 Certificate represents ownership of one REMIC III Regular
     Interest (entitled to the principal and interest set forth above). In
     addition, each Class A-1 Certificate will be entitled to Kimball Lane Yield
     Maintenance Amounts, as set forth in Section 6.11 (which will not be a part
     of any REMIC Pool). The parties intend that (i) the portion of the Trust
     representing the right to receive Kimball Lane Yield Maintenance Amounts
     and the Kimball Lane Sub-account shall be treated as a grantor trust under
     subpart E of Part 1 of subchapter J of Chapter 1 of Subtitle A of the Code
     (the "Grantor Trust") and (ii) the Class A-1 Certificates (other than the
     portion thereof consisting of a REMIC III Regular Interest) shall represent
     undivided beneficial interests in the portion of the Grantor Trust
     consisting of its entitlement to receive Kimball Lane Yield Maintenance
     Amounts.

(d)  Each Class X-1 Certificate represents ownership of multiple "regular
     interests" in REMIC III. In addition, each Class X-1 Certificate will be
     entitled to the Kimball Lane Yield Maintenance Amounts, as set forth in
     Section 6.11 from the Grantor Trust (which will not be a part of any REMIC
     Pool) and the Class X-1 Certificates (other than the portion thereof
     consisting of the related REMIC III Regular Interests) shall represent
     undivided beneficial interests in the portion of the Grantor Trust
     consisting of its entitlement to receive Kimball Lane Yield Maintenance
     Amounts. The Class X-1 Certificates are comprised of the following regular
     interests:

          (1) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1A Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class A-1 Certificates;


                                      -4-
<PAGE>

          (2) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1B Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule IX for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-1 Certificates;

          (3) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1C Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule X for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-1 Certificates;

          (4) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1D Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XI for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-1 Certificates;

          (5) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-2A Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XI for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-2 Certificates;

          (6) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-2B Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XII for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-2 Certificates;

          (7) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3A Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XII for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-3 Certificates;

          (8) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3B Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XIII for such Distribution Date and (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

          (9) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3C Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XIV for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-3 Certificates;

          (10) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4A Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XIV for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-4 Certificates;

          (11) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4B Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XV for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-4 Certificates;

          (12) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4C Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XVI for such Distribution Date and (ii) the
          Pass-Through Rate of the Class A-4 Certificates;

          (13) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B-3 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XVI for such Distribution Date and (ii) the
          Pass-Through Rate of the Class B Certificates;

          (14) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B-2 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XV for such Distribution Date and (ii) the
          Pass-Through Rate of the Class B Certificates;

          (15) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B-1 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XIV for such Distribution Date and (ii) the
          Pass-Through Rate of the Class B Certificates;

          (16) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C-3 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XIV for such Distribution Date and (ii) the
          Pass-Through Rate of the Class C Certificates;

          (17) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C-2 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XIII for such Distribution Date and (ii)
          the Pass-Through Rate of the Class C Certificates;

                                      -5-
<PAGE>

          (18) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C-1 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XII for such Distribution Date and (ii) the
          Pass-Through Rate of the Class C Certificates;

          (19) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class D-2 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XII for such Distribution Date and (ii) the
          Pass-Through Rate of the Class D Certificates;

          (20) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class D-1 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XI for such Distribution Date and (ii) the
          Pass-Through Rate of the Class D Certificates;

          (21) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class E-2 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule XI for such Distribution Date and (ii) the
          Pass-Through Rate of the Class E Certificates;

          (22) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class E-1 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule X for such Distribution Date and (ii) the
          Pass-Through Rate of the Class E Certificates;

          (23) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class F Certificate and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule X for such Distribution Date and (ii) the
          Pass-Through Rate of the Class F Certificates;

          (24) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class G Certificate and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule X for such Distribution Date and (ii) the
          Pass-Through Rate of the Class G Certificates;

          (25) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class H-2 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule X for such Distribution Date and (ii) the
          Pass-Through Rate of the Class H Certificates;

          (26) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class H-1 Component and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule IX for such Distribution Date and (ii) the
          Pass-Through Rate of the Class H Certificates;

          (27) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class J Certificate and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule IX for such Distribution Date and (ii) the
          Pass-Through Rate of the Class J Certificates;

          (28) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class K Certificate and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the greater of (i)
          the rate shown on Schedule IX for such Distribution Date and (ii) the
          Pass-Through Rate of the Class K Certificates;

          (29) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class L Certificates and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class L Certificates;

          (30) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class M Certificates and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class M Certificates;

          (31) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class N Certificates and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class N Certificates; and

          (32) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class O Certificates and (B) one
          twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
          Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
          of the Class O Certificates.

(e)  Each Class X-2 Certificate represents ownership of multiple "regular
     interests" in REMIC III. In addition, each Class X-2 Certificate will be
     entitled to the Kimball Lane Yield Maintenance Amounts, as set forth in
     Section 6.11 from the Grantor Trust (which will not be a part of any REMIC
     Pool) and the Class X-2 Certificates (other than the portion thereof
     consisting of the related REMIC III Regular Interests) shall represent
     undivided beneficial interests in the portion of the Grantor Trust
     consisting of its entitlement to receive Kimball Lane Yield Maintenance
     Amounts. The Class X-2 Certificates are comprised of the following regular
     interests:

          (1) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1B Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule IX for such

                                      -6-
<PAGE>

          Distribution Date and (y) the Weighted Average REMIC I Net Mortgage
          Rate on such Distribution Date, over (ii) the Pass-Through Rate of the
          Class A-1 Certificates;

          (2) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1C Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule X for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class A-1 Certificates;

          (3) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-1D Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XI for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class A-1 Certificates;

          (4) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-2A Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XI for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class A-2 Certificates;

          (5) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-2B Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XII for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-2 Certificates;

          (6) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3A Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XII for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

          (7) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3B Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XIII for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

          (8) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-3C Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XIV for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-3 Certificates;

          (9) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4A Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XIV for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-4 Certificates;

          (10) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4B Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XV for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class A-4 Certificates;

          (11) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class A-4C Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XVI for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class A-4 Certificates;

          (12) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B-3 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XVI for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class B Certificates;

          (13) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B-2 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XV for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class B Certificates;

          (14) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class B-1 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XIV for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class B Certificates;

          (15) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C-3 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XIV for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class C Certificates;

          (16) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C-2 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XIII for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class C Certificates;

          (17) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class C-1 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XII for such

                                      -7-
<PAGE>

          Distribution Date and (y) the Weighted Average REMIC I Net Mortgage
          Rate on such Distribution Date, over (ii) the Pass-Through Rate of the
          Class C Certificates;

          (18) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class D-2 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XII for such Distribution Date and (y) the Weighted
          Average REMIC I Net Mortgage Rate on such Distribution Date, over (ii)
          the Pass-Through Rate of the Class D Certificates;

          (19) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class D-1 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XI for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class D Certificates;

          (20) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class E-2 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule XI for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class E Certificates;

          (21) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class E-1 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule X for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class E Certificates;

          (22) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class F Certificates and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule X for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class F Certificates;

          (23) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class G Certificates and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule X for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class G Certificates;

          (24) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class H-2 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule X for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class H Certificates;

          (25) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class H-1 Component and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule IX for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class H Certificates;

          (26) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class J Certificates and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule IX for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class J Certificates; and

          (27) the right to receive, on each Distribution Date, the product of
          (A) the Certificate Balance of the Class K Certificates and (B) one
          twelfth of the excess (if any) of (i) the lesser of (x) the rate shown
          on Schedule IX for such Distribution Date and (y) the Weighted Average
          REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
          Pass-Through Rate of the Class K Certificates;

     After the Distribution Date in April 2005, payments made in respect of the
     Class A-1B Component, Class H-1 Component, Class J Certificates and Class K
     Certificates shall not be included in the calculation of the amount paid in
     respect of the Class X-2 Certificates. After the Distribution Date in April
     2006, payments made in respect of the Class A-1C Component, Class E-1
     Component, Class F Certificates, Class G Certificates and Class H-2
     Component shall not be included in the calculation of the amount paid in
     respect of the Class X-2 Certificates. After the Distribution Date in April
     2007, payments made in respect of the Class A-1D Component, Class A-2A
     Component, Class D-1 Component and Class E-2 Component shall not be
     included in the calculation of the amount paid in respect of the Class X-2
     Certificates. After the Distribution Date in April 2008, payments made in
     respect of the Class A-2B Component, Class A-3A Component, Class C-1
     Component and Class D-2 Component shall not be included in the calculation
     of the amount paid in respect of the Class X-2 Certificates. After the
     Distribution Date in April 2009, payments made in respect of the Class A-3B
     Component and Class C-2 Component shall not be included in the calculation
     of the amount paid in respect of the Class X-2 Certificates. After the
     Distribution Date in April 2010, payments made in respect of the Class A-3C
     Component, Class A-4A Component, Class B-1 Component and Class C-3
     Component shall not be included in the calculation of the amount paid in
     respect of the Class X-2 Certificates. After the Distribution Date in April
     2011, payments made in respect of the Class A-4B Component and Class B-2
     Component shall not be included in the calculation of the amount paid in
     respect of the Class X-2 Certificates.

(f)  Each Class O Certificate represents ownership of one REMIC III Regular
     Interest (entitled to the principal and interest set forth above). In
     addition, each Class O Certificate will be entitled to Excess Interest from
     the Grantor Trust (which will not be a part of any REMIC Pool) and the
     Class O Certificates (other than the portion thereof consisting of a REMIC
     III Regular Interest) shall represent undivided beneficial interests in the
     portion of the Grantor Trust consisting of the entitlement to receive
     Excess Interest.

                                      -8-
<PAGE>

(g)  The Class R-III Certificates will be entitled to receive the proceeds of
     any remaining assets in REMIC III after the principal amounts of all
     Classes of Certificates have been reduced to zero and any Realized Losses
     previously allocated thereto (and any interest thereon) have been
     reimbursed.

     As of the Cut-Off Date, the Mortgage Loans had an Aggregate Principal
Balance of $1,161,122,793.

     As provided herein, with respect to the Trust, the Paying Agent on behalf
of the Trustee will make an election for the segregated pool of assets
consisting of the Kimball Lane Loan to be treated for federal income tax
purposes as a real estate mortgage investment conduit (the "Kimball Lane Loan
REMIC"). The Kimball Lane Loan REMIC Regular Interest will be held as an asset
of REMIC I, and the Kimball Lane Loan REMIC Residual Interest will represent the
sole class of "residual interests" in the Kimball Lane Loan REMIC and will be
represented by the Class R-K Certificates.

     As provided herein, with respect to the Trust, the Paying Agent on behalf
of the Trustee will make an election for the segregated pool of assets described
in the first paragraph of Section 12.1(a) hereof (including the Majority
Mortgage Loans and the Kimball Lane Loan REMIC Regular Interest) to be treated
for federal income tax purposes as a real estate mortgage investment conduit
("REMIC I"). The REMIC I Regular Interests will be designated as the "regular
interests" in REMIC I and the REMIC I Residual Interest will be designated as
the sole Class of "residual interests" in REMIC I and will be represented by the
Class R-I Certificates.

     As provided herein, with respect to the Trust, the Paying Agent on behalf
of the Trustee will make an election for the segregated pool of assets described
in the second paragraph of Section 12.1(a) hereof consisting of the REMIC I
Regular Interests to be treated for federal income tax purposes as a real estate
mortgage investment conduit ("REMIC II"). The REMIC II Regular Interests will be
designated as the "regular interests" in REMIC II and the Class R-II
Certificates will be designated as the sole Class of "residual interests" in
REMIC II for purposes of the REMIC Provisions.

     As provided herein, with respect to the Trust, the Paying Agent on behalf
of the Trustee will make an election for the segregated pool of assets described
in the third paragraph of Section 12.1(a) hereof consisting of the REMIC II
Regular Interests to be treated for federal income tax purposes as a real estate
mortgage investment conduit ("REMIC III"). The REMIC III Regular Interests (and,
in the case of the Class O, Class A-1, Class X-1 and Class X-2 Certificates, the
Class O REMIC Interest represented by the Class O Certificates, the Class A-1
REMIC Interest represented by the Class A-1 Certificates, the Class X-1 REMIC
Interest represented by the Class X-1 Certificates and the Class X-2 REMIC
Interest represented by the Class X-2 Certificates, respectively) will be
designated as the "regular interests" in REMIC III and the Class R-III
Certificates (together with the REMIC Regular Certificates, the "REMIC III
Certificates") will be designated as the sole Class of "residual interests" in
REMIC III for purposes of the REMIC Provisions.


                                      -9-
<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     "A NOTE" means, with respect to any A/B Mortgage Loan, the mortgage note
that is senior in right of payment to the related B Note to the extent set forth
in the related Intercreditor Agreement.

     "A-1 NOTE" means, with respect to any A/B Mortgage Loan or the Loan Pair,
as applicable, the Mortgage Note included in the Trust, which, in the case of an
A/B Mortgage Loan, is senior in right of payment to the related B Note to the
extent set forth in the related Intercreditor Agreement, and which, in the case
of the Loan Pair, is pari passu in right of payment to the related A-2 Note to
the extent set forth in the Loan Pair Intercreditor Agreement.

     "A-2 NOTE" means, with respect to any A/B Mortgage Loan or the Loan Pair,
as applicable, the A-2 component of such Mortgage Loan, if any, which is not
included in the Trust and which, in the case of an A/B Mortgage Loan, is senior
in right of payment to the related B Note to the extent set forth in the related
Intercreditor Agreement, and which, in the case of the Loan Pair, is pari passu
in right of payment to the related A-1 Note to the extent set forth in the Loan
Pair Intercreditor Agreement.

     "A/B LOAN CUSTODIAL ACCOUNT" means each of the custodial sub-account(s) of
the Certificate Account (but which are not included in the Trust) created and
maintained by the Master Servicer pursuant to Section 5.1(c) on behalf of the
holder of a related B Note. Any such sub-account(s) shall be maintained as a
sub-account of an Eligible Account.

     "A/B MORTGAGE LOAN" means any mortgage loan that is divided into a senior
mortgage note and a subordinated mortgage note, which senior mortgage note is
included in the Trust. Mortgage Loan Nos. 50 and 54 are each designated as A/B
Mortgage Loans on the Mortgage Loan Schedule, and any additional A/B Mortgage
Loan that is substituted for the Kimball Lane Loan in accordance with the
provisions of this Agreement. References herein to an A/B Mortgage Loan shall be
construed to refer to the aggregate indebtedness under the related A Note and
the related B Note.

     "ACCOUNTANT" means a person engaged in the practice of accounting who is
Independent.

     "ACCRUED CERTIFICATE INTEREST" means with respect to each Distribution Date
and any Class of Interests or Principal Balance Certificates, other than the
Class X Certificates, the Class R-I Certificates, the Class R-II Certificates,
the Class R-III Certificates and the Class R-K Certificates, interest accrued
during the Interest Accrual Period relating to such Distribution Date on the
Aggregate Certificate Balance of such Class or Interest as of the close of
business on the immediately preceding Distribution Date at the respective rates
per annum set forth in the definition of the applicable Pass-Through Rate for
each such Class. Accrued Certificate Interest on the Class X-1 Certificates for
each Distribution Date will equal the Class X-1 Interest

                                      -10-
<PAGE>

Amount. Accrued Certificate Interest on the Class X-2 Certificates for each
Distribution Date will equal the Class X-2 Interest Amount.

     "ACQUISITION DATE" means the date upon which, under the Code (and in
particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest
therein, in the case of the Mortgaged Properties securing any A/B Mortgage Loan,
any Berkeley & Brown Companion Loan, the Berkeley & Brown Pari Passu Loan, the
RSA Companion Loan, the RSA Pari Passu Loan and the Loan Pair).

     "ADDITIONAL REVIEW PERIOD" has the meaning set forth in Section 9.4(d).

     "ADDITIONAL TRUST EXPENSE" means any of the following items: (i) Special
Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent not collected
from the related Mortgagor), (ii) Advance Interest that cannot be paid in
accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master
Servicer, the Special Servicer, the applicable Non-Serviced Mortgage Loan Master
Servicer, the applicable Non-Serviced Mortgage Loan Special Servicer, any
Primary Servicer, the Trustee, the Paying Agent, the Fiscal Agent (or any other
Person) pursuant to the terms of this Agreement; (iv) to the extent not
otherwise paid, any federal, state, or local taxes imposed on the Trust or its
assets and paid from amounts on deposit in the Certificate Account or
Distribution Account and (v) to the extent not otherwise included in the
calculation of a Realized Loss and not covered by indemnification by one of the
parties hereto or otherwise, any other unanticipated cost, liability, or expense
(or portion thereof) of the Trust (including costs of collecting such amounts or
other Additional Trust Expenses) that the Trust has not recovered, and in the
judgment of the Master Servicer (or Special Servicer) will not, recover from the
related Mortgagor or Mortgaged Property or otherwise, including a Modification
Loss described in clause (ii) of the definition thereof; provided, however,
that, in the case of an A/B Mortgage Loan, "Additional Trust Expense" shall not
include any of the foregoing amounts that have been recovered from the related
Mortgagor or Mortgaged Property as a result of the subordination of the related
B Note. Notwithstanding anything to the contrary, "Additional Trust Expenses"
shall not include allocable overhead of the Master Servicer, the Special
Servicer, any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced
Mortgage Loan Special Servicer, the Trustee, the Paying Agent, the Certificate
Registrar or the Fiscal Agent, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses, and
similar internal costs and expenses.

     "ADMINISTRATIVE COST RATE" means the sum of the Master Servicing Fee Rate,
the Primary Servicing Fee Rate, the Excess Servicing Fee Rate, the Trustee Fee
Rate and in the case of any Non-Serviced Mortgage Loan, the related Pari Passu
Loan Servicing Fee Rate.

     "ADVANCE" means either a P&I Advance or a Servicing Advance.

     "ADVANCE INTEREST" means interest payable to the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent on outstanding Advances (other
than Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any
interest payable to any Non-Serviced Mortgage Loan Master Servicer, any
Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal
Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to
Section 4.4(b) hereof.

                                      -11-
<PAGE>

     "ADVANCE RATE" means a per annum rate equal to the Prime Rate as published
in the "Money Rates" section of The Wall Street Journal from time to time or
such other publication as determined by the Trustee in its reasonable
discretion.

     "ADVANCE REPORT DATE" means the second Business Day prior to each
Distribution Date.

     "ADVERSE REMIC EVENT" means any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, would either (i) endanger the status of
any REMIC Pool as a REMIC or (ii) subject to Section 9.14(e), result in the
imposition of a tax upon the income of any REMIC Pool or any of their respective
assets or transactions, including (without limitation) the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
prohibited contributions set forth in Section 860G(d) of the Code.

     "AFFILIATE" means, 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.

     "AGGREGATE CERTIFICATE BALANCE" means the aggregate of the Certificate
Balances of the Principal Balance Certificates, the Kimball Lane Loan REMIC
Regular Interest, the REMIC I Regular Interests or the REMIC II Regular
Interests, as the case may be, at any date of determination. With respect to a
Class of Principal Balance Certificates, the Kimball Lane Loan REMIC Regular
Interest, REMIC I Regular Interests or REMIC II Regular Interests, Aggregate
Certificate Balance shall mean the aggregate of the Certificate Balances of all
Certificates or Interests, as the case may be, of that Class at any date of
determination.

     "AGGREGATE PRINCIPAL BALANCE" means, at the time of any determination and
as the context may require, the aggregate of the Scheduled Principal Balances
for all Mortgage Loans.

     "AGREEMENT" means this Pooling and Servicing Agreement and all amendments
and supplements hereto.

     "ANTICIPATED REPAYMENT DATE" means, with respect to the ARD Loans, the
anticipated maturity date set forth in the related Mortgage Note.

     "APPRAISAL" means an appraisal by an Independent licensed MAI appraiser
having at least five years experience in appraising property of the same type
as, and in the same geographic area as, the Mortgaged Property being appraised,
which appraisal complies with the Uniform Standards of Professional Appraisal
Practices and states the "market value" of the subject property as defined in 12
C.F.R. (Section) 225.62.

     "APPRAISAL EVENT" means, with respect to any Mortgage Loan or the Loan
Pair, not later than the earliest of (i) the date 120 days after the occurrence
of any delinquency in payment with respect to such Mortgage Loan or Loan Pair if
such delinquency remains uncured, (ii) the date 30 days after receipt of notice
that the related Mortgagor has filed a bankruptcy

                                      -12-
<PAGE>

petition or the related Mortgagor has become the subject of involuntary
bankruptcy proceedings or the related Mortgagor has consented to the filing of a
bankruptcy proceeding against it or a receiver is appointed in respect of the
related Mortgaged Property, provided such petition or appointment is still in
effect, (iii) the date that is 30 days following the date the related Mortgaged
Property becomes an REO Property and (iv) the effective date of any modification
to a Money Term of a Mortgage Loan or the Loan Pair, other than an extension of
the date that a Balloon Payment is due for a period of less than six months from
the original due date of such Balloon Payment.

     "APPRAISAL REDUCTION" means, with respect to any Required Appraisal Loan
with respect to which an Appraisal or internal valuation is performed pursuant
to Section 6.9, an amount equal to the excess of (A) the sum of (i) the
Scheduled Principal Balance of such Mortgage Loan or Loan Pair (or, in the case
of an REO Property, the related REO Mortgage Loan) less the principal amount of
any guaranty or surety bond with a rating of at least "BBB-" (or its equivalent)
by a nationally recognized statistical rating organization and the undrawn
principal amount of any letter of credit or debt service reserve, if applicable,
that is then securing such Mortgage Loan or Loan Pair, (ii) to the extent not
previously advanced by the Master Servicer, the Trustee or the Fiscal Agent, all
accrued and unpaid interest on such Mortgage Loan or Loan Pair at a per annum
rate equal to the Mortgage Rate, (iii) all unreimbursed Advances (including
Unliquidated Advances) and interest on Advances (other than Unliquidated
Advances) at the Advance Rate with respect to such Mortgage Loan or Loan Pair,
and (iv) to the extent funds on deposit in any applicable Escrow Accounts are
not sufficient therefor, and to the extent not previously advanced by the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, all currently
due and unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents and other amounts which were required to be deposited
in any Escrow Account (but were not deposited) in respect of such Mortgaged
Property or REO Property, as the case may be, over (B) 90% of the Appraised
Value (net of any prior mortgage liens) of such Mortgaged Property or REO
Property as determined by such Appraisal or internal valuation, as the case may
be, plus the full amount of any escrows held by or on behalf of the Trustee as
security for the Mortgage Loan or the Loan Pair (less the estimated amount of
the obligations anticipated to be payable in the next twelve months to which
such escrows relate). Each Appraisal or internal valuation for a Required
Appraisal Loan shall be updated annually for so long as an Appraisal Reduction
exists. The Appraisal Reduction for each Required Appraisal Loan will be
recalculated based on subsequent Appraisals, internal valuations or updates. Any
Appraisal Reduction for any Mortgage Loan shall be reduced to reflect any
Realized Principal Losses on the Required Appraisal Loan. Each Appraisal
Reduction will be reduced to zero as of the date the related Mortgage Loan or
the Loan Pair is brought current under the then current terms of the Mortgage
Loan or the Loan Pair for at least three consecutive months, and no Appraisal
Reduction will exist as to any Mortgage Loan or the Loan Pair after it has been
paid in full, liquidated, repurchased or otherwise disposed of. Any Appraisal
Reduction in respect of any Non-Serviced Mortgage Loan shall be calculated in
accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement based upon the applicable allocation of the items set forth in clauses
(A) and (B) above between the Non-Serviced Mortgage Loans and the related
Non-Serviced Mortgage Loan Companion Loans and all other related pari passu
loans. Any Appraisal Reduction in respect of the Loan Pair shall be allocated,
as between the WestShore Plaza Pari Passu Loan Pari Passu Loan and the WestShore
Plaza Companion Loan, pro rata according to their respective Principal Balances.
Any Appraisal Reduction in respect of the Kimball Lane Loan shall be calculated
in respect of the entire aggregate Principal Balance of

                                      -13-
<PAGE>

the Kimball Lane Loan and the related B Note, and any Appraisal Reduction shall
be allocated first to the related B Note, and then to the related A Note.

     "APPRAISED VALUE" means, (i) with respect to any Mortgaged Property (other
than the Mortgaged Property relating to a Non-Serviced Mortgage Loan), the
appraised value thereof determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent appraiser selected by the
Master Servicer or the Special Servicer, as applicable or, in the case of an
internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation and
(ii) with respect to the Mortgaged Property relating to a Non-Serviced Mortgage
Loan, the portion of the appraised value allocable thereto.

     "ARD LOAN" means any Mortgage Loan designated as such on the Mortgage Loan
Schedule.

     "ASSIGNMENT OF LEASES" means, with respect to any Mortgage Loan, any
assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or holders of such Mortgage all of the related Mortgagor's interest in
the leases, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of the related Mortgaged Property as security
for repayment of such Mortgage Loan.

     "ASSIGNMENT OF MORTGAGE" means an assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the transfer of the Mortgage to the Trustee, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties located
in the same jurisdiction, if permitted by law.

     "ASSUMED SCHEDULED PAYMENT" means: (i) with respect to any Balloon Mortgage
Loan or any B Note as to which advancing is required hereunder for its Maturity
Date (provided that such Mortgage Loan or B Note has not been paid in full, and
no Final Recovery Determination or other sale or liquidation has occurred in
respect thereof, on or before the end of the Collection Period in which such
Maturity Date occurs) and for any subsequent Due Date therefor as of which such
Mortgage Loan or such B Note remains outstanding and part of the Trust, if no
Scheduled Payment (other than the related delinquent Balloon Payment) is due for
such Due Date, the scheduled monthly payment of principal and/or interest deemed
to be due in respect thereof on such Due Date equal to the Scheduled Payment
that would have been due in respect of such Mortgage Loan or such B Note on such
Due Date, if it had been required to continue to accrue interest in accordance
with its terms, and to pay principal in accordance with the amortization
schedule in effect immediately prior to, and without regard to the occurrence
of, its most recent Maturity Date (as such may have been extended in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment of such Mortgage Loan or such B Note granted
or agreed to by the Master Servicer or the Special Servicer pursuant to the
terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date
therefor as of which the related REO Property remains part of the Trust, the
scheduled monthly payment of principal and interest deemed to be due in respect
thereof on such Due Date equal to the Scheduled Payment (or, in the case of a
Balloon Mortgage Loan or B Note described

                                      -14-
<PAGE>

in the preceding clause of this definition, the Assumed Scheduled Payment) that
was due in respect of the related Mortgage Loan or the related B Note on the
last Due Date prior to its becoming an REO Mortgage Loan. The amount of the
Assumed Scheduled Payment for any A Note or B Note shall be calculated solely by
reference to the terms of such A Note or B Note, as applicable (as modified in
connection with any bankruptcy or similar proceeding involving the related
Mortgagor or pursuant to a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the Master Servicer or the Special Servicer
pursuant to the terms hereof) and without regard to the remittance provisions of
the related Intercreditor Agreement. The Assumed Scheduled Payment calculated in
respect of the Kimball Lane Loan shall not include any portion thereof defined
as the "Fixed Retained Yield" in the related Intercreditor Agreement.

     "AUTHENTICATING AGENT" means any authenticating agent serving in such
capacity pursuant to Section 7.10.

     "AUTHORIZED OFFICER" means any Person that may execute an Officer's
Certificate on behalf of the Depositor.

     "AVAILABLE ADVANCE REIMBURSEMENT AMOUNT" has the meaning set forth in
Section 4.6(a).

     "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any Distribution
Date, an amount equal to the aggregate of (a) all amounts on deposit in the
Distribution Account as of the commencement of business on such Distribution
Date that represent payments and other collections on or in respect of the
Mortgage Loans and any REO Properties that were received by the Master Servicer
or the Special Servicer through the end of the related Collection Period
exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, any Primary Servicer in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties
entitled thereto in respect of the unpaid Excess Servicing Fees), (iii) amounts
that constitute Prepayment Premiums and any Kimball Lane Yield Maintenance
Amounts, (iv) if such Distribution Date occurs during January, other than in a
leap year, or February of any year, the Interest Reserve Amounts with respect to
Interest Reserve Loans deposited in the Interest Reserve Account, (v) in the
case of each REO Property related to an A/B Mortgage Loan or the Loan Pair, all
amounts received with respect to such A/B Mortgage Loan or Loan Pair that are
required to be paid to the holder of the related B Note or the WestShore Plaza
Companion Loan, as applicable, pursuant to the terms of the related B Note or
the WestShore Plaza Companion Loan, as applicable, and the related Intercreditor
Agreement or Loan Pair Intercreditor Agreement (which amounts will be deposited
into the related A/B Loan Custodial Account or WestShore Plaza Companion Loan
Custodial Account, as applicable, pursuant to Section 5.1(c) and withdrawn from
such accounts pursuant to Section 5.2(a)) and (vi) Scheduled Payments collected
but due on a Due Date subsequent to the related Collection Period and (b) if and
to the extent not already among the amounts described in clause (a), (i) the
aggregate amount of any P&I Advances made by the Master Servicer, the Trustee or
the Fiscal Agent for such Distribution Date pursuant to Section 4.1 and/or
Section 4.3, (ii) the aggregate amount of any Compensating Interest payments
made by the Master Servicer for such Distribution Date pursuant to the terms
hereof, and (iii) if such Distribution Date occurs

                                      -15-
<PAGE>

in March of any year, commencing March 2004, the aggregate of the Interest
Reserve Amounts then held on deposit in the Interest Reserve Account in respect
of each Interest Reserve Loan.

     "B NOTE" means, with respect to any A/B Mortgage Loan, the related
subordinated Mortgage Note not included in the Trust, which is subordinated in
right of payment to the related A Note to the extent set forth in the related
Intercreditor Agreement.

     "BALLOON MORTGAGE LOAN" means a Mortgage Loan that provides for Scheduled
Payments based on an amortization schedule that is significantly longer than its
term to maturity and that is expected to have a remaining principal balance
equal to or greater than 5% of its original principal balance as of its stated
maturity date, unless prepaid prior thereto.

     "BALLOON PAYMENT" means, with respect to any Balloon Mortgage Loan, B Note
or the WestShore Plaza Companion Loan, the Scheduled Payment payable on the
Maturity Date of such Mortgage Loan or B Note.

     "BANKRUPTCY LOSS" means a loss arising from a proceeding under the United
States Bankruptcy Code or any other similar state law or other proceeding with
respect to the Mortgagor of, or Mortgaged Property under, a Mortgage Loan,
including, without limitation, any Deficient Valuation Amount or losses, if any,
resulting from any Debt Service Reduction Amount for the month in which the
related Remittance Date occurs.

     "BASE INTEREST FRACTION" means, with respect to any Principal Prepayment
(or repurchase of the Kimball Lane Loan by the related Seller in connection with
an early defeasance of such Mortgage Loan) of any Mortgage Loan that provides
for payment of a Prepayment Premium (including any Kimball Lane Yield
Maintenance Amounts), and with respect to any Class of Certificates, a fraction
(A) whose numerator is the greater of (x) zero and (y) the difference between
(i) the Pass-Through Rate on that Class of Certificates and (ii) the Discount
Rate used in calculating the Prepayment Premium with respect to the Principal
Prepayment (or the current Discount Rate if not used in such calculation) and
(B) whose denominator is the difference between (i) the Mortgage Rate on the
related Mortgage Loan and (ii) the Discount Rate used in calculating the
Prepayment Premium with respect to that Principal Prepayment (or the current
Discount Rate if not used in such calculation), provided, however, that under no
circumstances will the Base Interest Fraction be greater than one. If the
Discount Rate referred to above is greater than the Mortgage Rate on the related
Mortgage Loan, then the Base Interest Fraction will equal zero.

     "BENEFIT PLAN OPINION" means an Opinion of Counsel satisfactory to the
Paying Agent and the Master Servicer to the effect that any proposed transfer
will not (i) cause the assets of the Trust to be regarded as plan assets for
purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty
on the part of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent, the Certificate Registrar or the Fiscal Agent.

     "BERKELEY & BROWN COMPANION LOANS" means the two notes secured by the
Berkeley & Brown Pari Passu Mortgage on a pari passu basis with the Berkeley &
Brown Pari Passu Loan and which are not included in the Trust. Neither of the
Berkeley & Brown Companion Loans is a "Mortgage Loan." As of the date hereof,
one of the Berkeley & Brown Companion Loans is included in a trust fund created
in connection with the issuance of the

                                      -16-
<PAGE>

Morgan Stanley Capital I Trust 2003-IQ5, Commercial Mortgage Pass-Through
Certificates, Series 2003-IQ5 and the other Berkeley & Brown Companion Loan is
included in a trust fund created in connection with the issuance of the LB-UBS
Commercial Mortgage Trust 2003-C7, Commercial Mortgage Pass-Through
Certificates, Series 2003-C7.

     "BERKELEY & BROWN PARI PASSU LOAN" means the Mortgage Loan designated as
Mortgage Loan No. 3 on the Mortgage Loan Schedule and which is secured on a pari
passu basis with the Berkeley & Brown Companion Loans and with any other note
secured by the related Mortgaged Property pursuant to the Berkeley & Brown Pari
Passu Mortgage. The Berkeley & Brown Pari Passu Loan is a "Mortgage Loan."

     "BERKELEY & BROWN PARI PASSU MORTGAGE" means the Mortgage securing the
Berkeley & Brown Companion Loans and the Berkeley & Brown Pari Passu Loan and
any other note secured by the related Mortgaged Property.


     "BOOK-ENTRY CERTIFICATES" means certificates evidencing a beneficial
interest in a Class of Certificates, ownership and transfer of which shall be
made through book entries as described in Section 3.7; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer are no
longer authorized and Definitive Certificates are to be issued to the
Certificate Owners, such certificates shall no longer be "Book-Entry
Certificates."

     "BSCMI" has the meaning set forth in the Preliminary Statement hereto.

     "BSCMI LOANS" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to the Mortgage Loan Purchase Agreement I and shown on
Schedule I hereto.

     "BUSINESS DAY" means any day other than (i) a Saturday or a Sunday, (ii) a
legal holiday in New York, New York, Boston, Massachusetts (but only with
respect to matters related to the performance of obligations delegated to JHREF
as Primary Servicer under the related Primary Servicing Agreement), Chicago,
Illinois, Des Moines, Iowa (but only with respect to matters related to the
performance of obligations of Principal Global Investors, LLC as Primary
Servicer under the related Primary Servicing Agreement), San Francisco,
California or the principal cities in which the Special Servicer, the Trustee,
the Paying Agent or the Master Servicer conducts servicing or trust operations,
or (iii) a day on which banking institutions or savings associations in
Minneapolis, Minnesota, Columbia, Maryland, New York, New York, Chicago,
Illinois or San Francisco, California are authorized or obligated by law or
executive order to be closed.

     "CASH LIQUIDATION" means, as to any Defaulted Mortgage Loan other than a
Mortgage Loan with respect to which the related Mortgaged Property became REO
Property, the sale of such Defaulted Mortgage Loan. The Master Servicer shall
maintain records in accordance with the Servicing Standard (and, in the case of
Specially Serviced Mortgage Loans, based on the written reports with respect to
such Cash Liquidation delivered by the Special Servicer to the Master Servicer),
of each Cash Liquidation.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (42 U.S.C. (Section) 9601, et seq.).

                                      -17-
<PAGE>

     "CERTIFICATE ACCOUNT" means one or more separate accounts established and
maintained by the Master Servicer (or any Sub-Servicer or Primary Servicer on
behalf of the Master Servicer) pursuant to Section 5.1(a), each of which shall
be an Eligible Account.

     "CERTIFICATE BALANCE" means, with respect to any Certificate or Interest
(other than the Class X Certificates and the Residual Certificates) as of any
Distribution Date, the maximum specified dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal to the
initial principal amount set forth on the face of such Certificate (in the case
of a Certificate), or as ascribed thereto herein (in the case of an Interest),
minus (A)(i) the amount of all principal distributions previously made with
respect to such Certificate pursuant to Section 6.5(a) or deemed to have been
made with respect to such Interest pursuant to Section 6.2(a) or Section 6.3(a),
as the case may be, (ii) all Realized Losses allocated or deemed to have been
allocated to such Interest or Certificate in reduction of Certificate Balance
pursuant to Section 6.6, and plus (B) an amount equal to the amounts identified
in clause (I)(C) of the definition of Principal Distribution Amount, such
increases to be allocated to the Principal Balance Certificates or Interests in
sequential order (i.e. to the most senior Class first), in each case up to the
amount of Realized Losses previously allocated thereto and not otherwise
reimbursed hereunder. The Certificate Balance of the Class A-1A Component, the
Class A-1B Component, the Class A-1C Component and the Class A-1D Component
shall equal the Certificate Balance of the REMIC II Regular Interest A-1A, the
REMIC II Regular Interest A-1B, the REMIC II Regular Interest A-1C and the REMIC
II Regular Interest A-1D, respectively. The Certificate Balance of the Class
A-2A Component and the Class A-2B Component shall equal the Certificate Balance
of the REMIC II Regular Interest A-2A and the REMIC II Regular Interest A-2B,
respectively. The Certificate Balance of the Class A-3A Component, the Class
A-3B Component and the Class A-3C Component shall equal the Certificate Balance
of the REMIC II Regular Interest A-3A, the REMIC II Regular Interest A-3B and
the REMIC II Regular Interest A-3C, respectively. The Certificate Balance of the
Class A-4A Component, the Class A-4B Component and the Class A-4C Component
shall equal the Certificate Balance of the REMIC II Regular Interest A-4A, the
REMIC II Regular Interest A-4B and the REMIC II Regular Interest A-4C,
respectively. The Certificate Balance of the Class B-1 Component, the Class B-2
Component and the Class B-3 Component shall equal the Certificate Balance of the
REMIC II Regular Interest B-1, the REMIC II Regular Interest B-2 and the REMIC
II Regular Interest B-3, respectively. The Certificate Balance of the Class C-1
Component, the Class C-2 Component and the Class C-3 Component shall equal the
Certificate Balance of the REMIC II Regular Interest C-1, the REMIC II Regular
Interest C-2 and the REMIC II Regular Interest C-3, respectively. The
Certificate Balance of the Class D-1 Component and the Class D-2 Component shall
equal the Certificate Balance of the REMIC II Regular Interest D-1 and the REMIC
II Regular Interest D-2, respectively. The Certificate Balance of the Class E-1
Component and the Class E-2 Component shall equal the Certificate Balance of the
REMIC II Regular Interest E-1 and the REMIC II Regular Interest E-2,
respectively. The Certificate Balance of the Class H-1 Component and the Class
H-2 Component shall equal the Certificate Balance of the REMIC II Regular
Interest H-1 and the REMIC II Regular Interest H-2, respectively.

     "CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as may be
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing

                                      -18-
<PAGE>

Agency (directly or as an indirect participant, in accordance with the rules of
such Clearing Agency).

     "CERTIFICATE REGISTER" has the meaning set forth in Section 3.2.

     "CERTIFICATE REGISTRAR" means the registrar appointed pursuant to Section
3.2 and initially shall be the Paying Agent.

     "CERTIFICATEHOLDERS" has the meaning set forth in the definition of
"Holder."

     "CERTIFICATES" means, collectively, the REMIC III Certificates, the Class
R-I Certificates, the Class R-II Certificates and the Class R-K Certificates.

     "CERTIFICATION PARTIES" has the meaning set forth in Section 8.26(b).

     "CERTIFYING PERSON" has the meaning set forth in Section 8.26(b).

     "CLASS" means, with respect to the Kimball Lane Loan REMIC Regular
Interest, the REMIC I Interests, REMIC II Interests or REMIC III Certificates,
any Class of such Certificates or Interests.

     "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS A-3
CERTIFICATES," "CLASS A-4 CERTIFICATES," "CLASS X-1 CERTIFICATES," "CLASS X-2
CERTIFICATES," "CLASS B CERTIFICATES," "CLASS C CERTIFICATES," "CLASS D
CERTIFICATES," "CLASS E CERTIFICATES," "CLASS F CERTIFICATES," "CLASS G
CERTIFICATES," "CLASS H CERTIFICATES," "CLASS J CERTIFICATES," "CLASS K
CERTIFICATES," "CLASS L CERTIFICATES," "CLASS M CERTIFICATES," "CLASS N
CERTIFICATES," "CLASS O CERTIFICATES," "CLASS R-I CERTIFICATES," "CLASS R-II
CERTIFICATES," "CLASS R-III CERTIFICATES" or "CLASS R-K CERTIFICATES," mean the
Certificates designated as "Class A-1," "Class A-2," "Class A-3," "Class A-4,"
"Class X-1," "Class X-2," "Class B," "Class C," "Class D," "Class E," "Class F,"
"Class G," "Class H," "Class J," "Class K," "Class L," "Class M," "Class N,"
"Class O," "Class R-I," "Class R-II", "Class R-III" and "Class R-K"
respectively, on the face thereof, in substantially the form attached hereto as
Exhibits.

     "CLASS A CERTIFICATES" means the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates and the Class A-4 Certificates,
collectively.

     "CLASS A-1 GRANTOR TRUST INTEREST" means that portion of the rights
represented by the Class A-1 Certificates that evidences beneficial ownership of
the Kimball Lane Yield Maintenance Amounts and the Kimball Lane Sub-account, as
described in Section 12.1(b) hereof.

     "CLASS A-1 REMIC INTEREST" means that portion of the rights represented by
the Class A-1 Certificates that evidences a regular interest in REMIC III, which
rights consist of the rights to the distributions described in Section 6.5
hereof and all other rights of the Holders of the Class A-1 Certificates other
than those comprising the Grantor Trust.

     "CLASS A-1A COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-1 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-1A.

                                      -19-
<PAGE>

     "CLASS A-1B COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-1 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-1B.

     "CLASS A-1C COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-1 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-1C.

     "CLASS A-1D COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-1 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-1D.

     "CLASS A-2A COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-2 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-2A.

     "CLASS A-2B COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-2 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-2B.

     "CLASS A-3A COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-3 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-3A.

     "CLASS A-3B COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-3 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-3B.

     "CLASS A-3C COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-3 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-3C.

     "CLASS A-4A COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-4 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-4A.

     "CLASS A-4B COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-4 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-4B.

     "CLASS A-4C COMPONENT" means a component of the beneficial interest in
REMIC III evidenced by the Class A-4 Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest A-4C.

     "CLASS B-1 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class B Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest B-1.

                                      -20-
<PAGE>

     "CLASS B-2 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class B Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest B-2.

     "CLASS B-3 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class B Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest B-3.

     "CLASS C-1 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class C Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest C-1.

     "CLASS C-2 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class C Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest C-2.

     "CLASS C-3 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class C Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest C-3.

     "CLASS D-1 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class D Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest D-1.

     "CLASS D-2 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class D Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest D-2.

     "CLASS E-1 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class E Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest E-1.

     "CLASS E-2 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class E Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest E-2.

     "CLASS H-1 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class H Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest H-1.

     "CLASS H-2 COMPONENT" means a component of the beneficial interest in REMIC
III evidenced by the Class H Certificates, which component represents a
Certificate Balance equal to the Certificate Balance of the REMIC II Regular
Interest H-2.

     "CLASS O GRANTOR TRUST INTEREST" means that portion of the rights
represented by the Class O Certificates that evidences beneficial ownership of
the Excess Interest and the Excess Interest Sub-account, as described in Section
12.1(b) hereof.

                                      -21-
<PAGE>

     "CLASS O REMIC INTEREST" means that portion of the rights represented by
the Class O Certificates that evidences a regular interest in REMIC III, which
rights consist of the rights to the distributions described in Section 6.5
hereof and all other rights of the Holders of the Class O Certificates other
than those comprising the Grantor Trust.

     "CLASS X CERTIFICATES" means the Class X-1 Certificates and the Class X-2
Certificates.

     "CLASS X-1 GRANTOR TRUST INTEREST" means that portion of the rights
represented by the Class X-1 Certificates that evidences beneficial ownership of
the Kimball Lane Yield Maintenance Amounts and the Kimball Lane Sub-account, as
described in Section 12.1(b) hereof.

     "CLASS X-1 INTEREST AMOUNT" means, with respect to any Distribution Date
and the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X-1
Strip Rates for the Class A-1A Component, Class A-1B Component, Class A-1C
Component, Class A-1D Component, Class A-2A Component, Class A-2B Component,
Class A-3A Component, Class A-3B Component, Class A-3C Component, Class A-4A
Component, Class A-4B Component, Class A-4C Component, Class B-1 Component,
Class B-2 Component, Class B-3 Component, Class C-1 Component, Class C-2
Component, Class C-3 Component, Class D-1 Component, Class D-2 Component, Class
E-1 Component, Class E-2 Component Class F Certificates, Class G Certificates,
Class H-1 Component, Class H-2 Component, Class J Certificates, Class K
Certificates, Class L Certificates, Class M Certificates, Class N Certificates
and Class O Certificates, weighted on the basis of the respective Certificate
Balances of such Classes of Certificates or such Components immediately prior to
such Distribution Date and (ii) the Class X-1 Notional Amount for such
Distribution Date.

     "CLASS X-1 NOTIONAL AMOUNT" means, with respect to any Distribution Date,
the aggregate of the Certificate Balances of the Principal Balance Certificates
as of the close of business on the preceding Distribution Date.

     "CLASS X-1 REMIC INTEREST" means that portion of the rights represented by
the Class X-1 Certificates that evidences a regular interest in REMIC III, which
rights consist of the rights to the distributions described in Section 6.5
hereof and all other rights of the Holders of the Class X-1 Certificates other
than those comprising the Grantor Trust.

     "CLASS X-1 STRIP RATE" means, with respect to any Class of Certificates
(other than the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C,
Class D, Class E, Class H, Class X and the Residual Certificates), the Class
A-1A Component, the Class A-1B Component, the Class A-1C Component, the Class
A-1D Component, the Class A-2A Component, the Class A-2B Component, the Class
A-3A Component, the Class A-3B Component, the Class A-3C Component, the Class
A-4A Component, Class A-4B Component, the Class A-4C Component, the Class B-1
Component, the Class B-2 Component, the Class B-3 Component, the Class C-1
Component, the Class C-2 Component, the Class C-3 Component, the Class D-1
Component, the Class D-2 Component, the Class E-1 Component, the Class E-2
Component, the Class H-1 Component and the Class H-2 Component:

                                      -22-
<PAGE>

     (A) for any Distribution Date occurring on or before April 2005, the
excess, if any, of (i) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (ii) (x) in the case of the Class A-1A Component, Class L
Certificates, Class M Certificates, Class N Certificates and Class O
Certificates, the Pass-Through Rate for such Class of Certificates or such
Component and (y) in the case of the Class A-1B Component, Class A-1C Component,
Class A-1D Component, Class A-2A Component, Class A-2B Component, Class A-3A
Component, Class A-3B Component, Class A-3C Component, Class A-4A Component,
Class A-4B Component, Class A-4C Component, Class B-1 Component, Class B-2
Component, Class B-3 Component, Class C-1 Component, Class C-2 Component, Class
C-3 Component, Class D-1 Component, Class D-2 Component, Class E-1 Component,
Class E-2 Component, Class F Certificates, Class G Certificates, Class H-1
Component, Class H-2 Component, Class J Certificates and Class K Certificates,
the greater of (1) the rate per annum corresponding to such Distribution Date as
set forth in Schedule IX attached hereto and (2) the Pass-Through Rate for such
Class of Certificates or Components;

     (B) for any Distribution Date occurring after April 2005 and on or before
April 2006, the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) (x) in the case of the Class A-1A
Component, Class A-1B Component, Class H-1 Component, Class J Certificates,
Class K Certificates, Class L Certificates, Class M Certificates, Class N
Certificates and Class O Certificates, the Pass-Through Rate for such Class of
Certificates or such Component and (y) in the case of the Class A-1C Component,
Class A-1D Component, Class A-2A Component, Class A-2B Component, Class A-3A
Component, Class A-3B Component, Class A-3C Component, Class A-4A Component,
Class A-4B Component, Class A-4C Component, Class B-1 Component, Class B-2
Component, Class B-3 Component, Class C-1 Component, Class C-2 Component, Class
C-3 Component, Class D-1 Component, Class D-2 Component, Class E-1 Component,
Class E-2 Component, Class F Certificates, Class G Certificates and Class H-2
Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth in Schedule X attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

     (C) for any Distribution Date occurring after April 2006 and on or before
April 2007, the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) (x) in the case of the Class A-1A
Component, Class A-1B Component, Class A-1C Component, Class E-1 Component,
Class F Certificates, Class G Certificates, Class H-1 Component, Class H-2
Component, Class J Certificates, Class K Certificates, Class L Certificates,
Class M Certificates, Class N Certificates and Class O Certificates, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of the Class A-1D Component, Class A-2A Component, Class A-2B
Component, Class A-3A Component, Class A-3B Component, Class A-3C Component,
Class A-4A Component, Class A-4B Component, Class A-4C Component, Class B-1
Component, Class B-2 Component, Class B-3 Component, Class C-1 Component, Class
C-2 Component, Class C-3 Component, Class D-1 Component, Class D-2 Component and
Class E-2 Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XI attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

     (D) for any Distribution Date occurring after April 2007 and on or before
April 2008, the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) (x) in the case of the Class A-1A
Component, Class A-1B Component, Class A-1C Component, Class A-1D Component,
Class A-2A Component, Class D-

                                      -23-
<PAGE>

1 Component, Class E-1 Component, Class E-2 Component, Class F Certificates,
Class G Certificates, Class H-1 Component, Class H-2 Component, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class O Certificates, the Pass-Through Rate for such
Class of Certificates or such Component and (y) in the case of the Class A-2B
Component, Class A-3A Component, Class A-3B Component, Class A-3C Component,
Class A-4A Component, Class A-4B Component, Class A-4C Component, Class B-1
Component, Class B-2 Component, Class B-3 Component, Class C-1 Component, Class
C-2 Component, Class C-3 Component and Class D-2 Component, the greater of (1)
the rate per annum corresponding to such Distribution Date as set forth in
Schedule XII attached hereto and (2) the Pass-Through Rate for such Class of
Certificates or Components;

     (E) for any Distribution Date occurring after April 2008 and on or before
April 2009, the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) (x) in the case of the Class A-1A
Component, Class A-1B Component, Class A-1C Component, Class A-1D Component,
Class A-2A Component, Class A-2B Component, Class A-3A Component, Class C-1
Component, Class D-1 Component, Class D-2 Component, Class E-1 Component, Class
E-2 Component, Class F Certificates, Class G Certificates, Class H-1 Component,
Class H-2 Component, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates, Class N Certificates and Class O
Certificates, the Pass-Through Rate for such Class of Certificates or such
Component and (y) in the case of the Class A-3B Component, Class A-3C Component,
Class A-4A Component, Class A-4B Component, Class A-4C Component, Class B-1
Component, Class B-2 Component, Class B-3 Component, Class C-2 Component and
Class C-3 Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XIII attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

     (F) for any Distribution Date occurring after April 2009 and on or before
April 2010, the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) (x) in the case of the Class A-1A
Component, Class A-1B Component, Class A-1C Component, Class A-1D Component,
Class A-2A Component, Class A-2B Component, Class A-3A Component, Class A-3B
Component, Class C-1 Component, Class C-2 Component, Class D-1 Component, Class
D-2 Component, Class E-1 Component, Class E-2 Component, Class F Certificates,
Class G Certificates, Class H-1 Component, Class H-2 Component, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class O Certificates, the Pass-Through Rate for such
Class of Certificates or such Component and (y) in the case of the Class A-3C
Component, Class A-4A Component, Class A-4B Component, Class A-4C Component,
Class B-1 Component, Class B-2 Component, Class B-3 Component and Class C-3
Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XIV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

     (G) for any Distribution Date occurring after April 2010 and on or before
April 2011, the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over (ii) (x) in the case of the Class A-1A
Component, Class A-1B Component, Class A-1C Component, Class A-1D Component,
Class A-2A Component, Class A-2B Component, Class A-3A Component, Class A-3B
Component, Class A-3C Component, Class A-4A Component, Class B-1 Component,
Class C-1 Component, Class C-2 Component, Class C-3 Component, Class D-1
Component, Class D-2 Component, Class E-1 Component, Class E-2 Component, Class
F Certificates, Class G Certificates, Class H-1 Component, Class H-2

                                      -24-
<PAGE>

Component, Class J Certificates, Class K Certificates, Class L Certificates,
Class M Certificates, Class N Certificates and Class O Certificates, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of the Class A-4B Component, Class A-4C Component, Class B-2 Component
and Class B-3 Component, the greater of (1) the rate per annum corresponding to
such Distribution Date as set forth on Schedule XV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

     (H) for any Distribution Date occurring after April 2011 and on or before
October 2011, the excess, if any, of (i) the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date over (ii) (x) in the case of the Class
A-1A Component, Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-2A Component, Class A-2B Component, Class A-3A Component,
Class A-3B Component, Class A-3C Component, Class A-4A Component, Class A-4B
Component, Class B-1 Component, Class B-2 Component, Class C-1 Component, Class
C-2 Component, Class C-3 Component, Class D-1 Component, Class D-2 Component,
Class E-1 Component, Class E-2 Component, Class F Certificates, Class G
Certificates, Class H-1 Component, Class H-2 Component, Class J Certificates,
Class K Certificates, Class L Certificates, Class M Certificates, Class N
Certificates and Class O Certificates, the Pass-Through Rate for such Class of
Certificates or such Component and (y) in the case of the Class A-4C Component
and Class B-3 Component, the greater of (1) the rate per annum corresponding to
such Distribution Date as set forth on Schedule XVI attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components; and

     (I) for any Distribution Date occurring after October 2011, and for any
Class of Certificates or Components, the excess of (i) the Weighted Average
REMIC I Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through
Rate for each such Class of Certificates or Component. In no event will any
Class X-1 Strip Rate be less than zero.

     "CLASS X-2 GRANTOR TRUST INTEREST" means that portion of the rights
represented by the Class X-2 Certificates that evidences beneficial ownership of
the Kimball Lane Yield Maintenance Amounts and the Kimball Lane Sub-account, as
described in Section 12.1(b) hereof.

     "CLASS X-2 INTEREST AMOUNT" means,

     (A) with respect to any Distribution Date occurring on or before April 2005
and the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X-2
Strip Rates for the Class A-1B Component, Class A-1C Component, Class A-1D
Component, Class A-2A Component, Class A-2B Component, Class A-3A Component,
Class A-3B Component, Class A-3C Component, Class A-4A Component, Class A-4B
Component, Class A-4C Component, Class B-1 Component, Class B-2 Component, Class
B-3 Component, Class C-1 Component, Class C-2 Component, Class C-3 Component,
Class D-1 Component, Class D-2 Component, Class E-1 Component, Class E-2
Component, Class F Certificates, Class G Certificates, Class H-1 Component,
Class H-2 Component, Class J Certificates and Class K Certificates, weighted on
the basis of the respective Certificate Balances of such Classes of Certificates
or such Components immediately prior to such Distribution Date and (ii) the
Class X-2 Notional Amount for such Distribution Date;

     (B) with respect to any Distribution Date occurring after April 2005 and on
or before the Distribution Date in April 2006 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class

                                      -25-
<PAGE>

X-2 Strip Rates for the Class A-1C Component, Class A-1D Component, Class A-2A
Component, Class A-2B Component, Class A-3A Component, Class A-3B Component,
Class A-3C Component, Class A-4A Component, Class A-4B Component, Class A-4C
Component, Class B-1 Component, Class B-2 Component, Class B-3 Component, Class
C-1 Component, Class C-2 Component, Class C-3 Component, Class D-1 Component,
Class D-2 Component, Class E-1 Component, Class E-2 Component, Class F
Certificates, Class G Certificates and Class H-2 Component, weighted on the
basis of the respective Certificate Balances of such Classes of Certificates or
such Component immediately prior to such Distribution Date and (ii) the Class
X-2 Notional Amount for such Distribution Date;

     (C) with respect to any Distribution Date occurring after April 2006 and on
or before the Distribution Date in April 2007 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class A-1D Component, Class A-2A Component,
Class A-2B Component, Class A-3A Component, Class A-3B Component, Class A-3C
Component, Class A-4A Component, Class A-4B Component, Class A-4C Component,
Class B-1 Component, Class B-2 Component, Class B-3 Component, Class C-1
Component, Class C-2 Component, Class C-3 Component, Class D-1 Component, Class
D-2 Component and Class E-2 Component, weighted on the basis of the respective
Certificate Balances of such Classes of Certificates or such Component
immediately prior to such Distribution Date and (ii) the Class X-2 Notional
Amount for such Distribution Date;

     (D) with respect to any Distribution Date occurring after April 2007 and on
or before the Distribution Date in April 2008 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class A-2B Component, Class A-3A Component,
Class A-3B Component, Class A-3C Component, Class A-4A Component, Class A-4B
Component, Class A-4C Component, Class B-1 Component, Class B-2 Component, Class
B-3 Component, Class C-1 Component, Class C-2 Component, Class C-3 Component and
Class D-2 Component, weighted on the basis of the respective Certificate
Balances of such Classes of Certificates or such Component immediately prior to
such Distribution Date and (ii) the Class X-2 Notional Amount for such
Distribution Date;

     (E) with respect to any Distribution Date occurring after April 2008 and on
or before the Distribution Date in April 2009 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class A-3B Component, Class A-3C Component,
Class A-4A Component, Class A-4B Component, Class A-4C Component, Class B-1
Component, Class B-2 Component, Class B-3 Component, Class C-2 Component and
Class C-3 Component, weighted on the basis of the respective Certificate
Balances of such Classes of Certificates or such Component immediately prior to
such Distribution Date and (ii) the Class X-2 Notional Amount for such
Distribution Date;

     (F) with respect to any Distribution Date occurring after April 2009 and on
or before the Distribution Date in April 2010 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class A-3C Component, Class A-4A Component,
Class A-4B Component, Class A-4C Component, Class B-1 Component, Class B-2
Component, Class B-3 Component and Class C-3 Component, weighted on the basis of
the respective Certificate Balances of such Classes of Certificates or

                                      -26-
<PAGE>

such Component immediately prior to such Distribution Date and (ii) the Class
X-2 Notional Amount for such Distribution Date;

     (G) with respect to any Distribution Date occurring after April 2010 and on
or before the Distribution Date in April 2011 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class A-4B Component, Class A-4C Component,
Class B-2 Component and Class B-3 Component, weighted on the basis of the
respective Certificate Balances of such Classes of Certificates or such
Component immediately prior to such Distribution Date and (ii) the Class X-2
Notional Amount for such Distribution Date;

     (H) with respect to any Distribution Date occurring after April 2011 and on
or before the Distribution Date in October 2011 and the related Interest Accrual
Period, interest equal to the product of (i) one-twelfth of a per annum rate
equal to the weighted average of the Class A-4C Component and Class B-3
Component, weighted on the basis of the respective Certificate Balances of such
Classes of Certificates or such Component immediately prior to such Distribution
Date and (ii) the Class X-2 Notional Amount for such Distribution Date.

     "CLASS X-2 NOTIONAL AMOUNT" means,

     (A) with respect to any Distribution Date occurring on or before the
Distribution Date in April 2005, the aggregate of the Certificate Balances of
the Class A-1B Component, Class A-1C Component, Class A-1D Component, Class A-2A
Component, Class A-2B Component, Class A-3A Component, Class A-3B Component,
Class A-3C Component, Class A-4A Component, Class A-4B Component, Class A-4C
Component, Class B-1 Component, Class B-2 Component, Class B-3 Component, Class
C-1 Component, Class C-2 Component, Class C-3 Component, Class D-1 Component,
Class D-2 Component, Class E-1 Component, Class E-2 Component, Class F
Certificates, Class G Certificates, Class H-1 Component, Class H-2 Component,
Class J Certificates and Class K Certificates as of the close of business on the
preceding Distribution Date,

     (B) with respect to any Distribution Date after the Distribution Date in
April 2005 and on or before the Distribution Date in April 2006, the aggregate
of the Certificate Balances of the Class A-1C Component, Class A-1D Component,
Class A-2A Component, Class A-2B Component, Class A-3A Component, Class A-3B
Component, Class A-3C Component, Class A-4A Component, Class A-4B Component,
Class A-4C Component, Class B-1 Component, Class B-2 Component, Class B-3
Component, Class C-1 Component, Class C-2 Component, Class C-3 Component, Class
D-1 Component, Class D-2 Component, Class E-1 Component, Class E-2 Component,
Class F Certificates, Class G Certificates and Class H-2 Component as of the
close of business on the preceding Distribution Date,

     (C) with respect to any Distribution Date after the Distribution Date in
April 2006 and on or before the Distribution Date in April 2007, the aggregate
of the Certificate Balances of the Class A-1D Component, Class A-2A Component,
Class A-2B Component, Class A-3A Component, Class A-3B Component, Class A-3C
Component, Class A-4A Component, Class A-4B Component, Class A-4C Component,
Class B-1 Component, Class B-2 Component, Class B-3 Component, Class C-1
Component, Class C-2 Component, Class C-3 Component, Class D-1

                                      -27-
<PAGE>

Component, Class D-2 Component and Class E-2 Component as of the close of
business on the preceding Distribution Date,

     (D) with respect to any Distribution Date after the Distribution Date in
April 2007 and on or before the Distribution Date in April 2008, the aggregate
of the Certificate Balances of the Class A-2B Component, Class A-3A Component,
Class A-3B Component, Class A-3C Component, Class A-4A Component, Class A-4B
Component, Class A-4C Component, Class B-1 Component, Class B-2 Component, Class
B-3 Component, Class C-1 Component, Class C-2 Component, Class C-3 Component and
Class D-2 Component as of the close of business on the preceding Distribution
Date,

     (E) with respect to any Distribution Date after the Distribution Date in
April 2008 and on or before the Distribution Date in April 2009, the aggregate
of the Certificate Balances of the Class A-3B Component, Class A-3C Component,
Class A-4A Component, Class A-4B Component, Class A-4C Component, Class B-1
Component, Class B-2 Component, Class B-3 Component, Class C-2 Component and
Class C-3 Component as of the close of business on the preceding Distribution
Date,

     (F) with respect to any Distribution Date after the Distribution Date in
April 2009 and on or before the Distribution Date in April 2010, the aggregate
of the Certificate Balances of the Class A-3C Component, Class A-4A Component,
Class A-4B Component, Class A-4C Component, Class B-1 Component, Class B-2
Component, Class B-3 Component and Class C-3 Component as of the close of
business on the preceding Distribution Date,

     (G) with respect to any Distribution Date after the Distribution Date in
April 2010 and on or before the Distribution Date in April 2011, the aggregate
of the Certificate Balances of the Class A-4B Component, Class A-4C Component,
Class B-2 Component and Class B-3 Component as of the close of business on the
preceding Distribution Date,

     (H) with respect to any Distribution Date after the Distribution Date in
April 2011 and on or before the Distribution Date in October 2011, the aggregate
of the Certificate Balances of the Class A-4C Component and Class B-3 Component
as of the close of business on the preceding Distribution Date, and

     (I) with respect to any Distribution Date occurring after the Distribution
Date in October 2011, zero.

     "CLASS X-2 REMIC INTEREST" means that portion of the rights represented by
the Class X-2 Certificates that evidences a regular interest in REMIC III, which
rights consist of the rights to the distributions described in Section 6.5
hereof and all other rights of the Holders of the Class X-2 Certificates other
than those comprising the Grantor Trust.

     "CLASS X-2 STRIP RATE" means,

     (A) for any Distribution Date occurring on or before April 2005, with
respect to those components of the Class X-2 Notional Amount outstanding
immediately prior to the related Distribution Date, the excess, if any, of (x)
the lesser of (i) the rate per annum corresponding to such Distribution Date as
set forth in Schedule IX attached hereto and (ii) the

                                      -28-
<PAGE>

Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (B) for any Distribution Date occurring after April 2005 and on or before
April 2006, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule X attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (C) for any Distribution Date occurring after April 2006 and on or before
April 2007, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XI attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (D) for any Distribution Date occurring after April 2007 and on or before
April 2008, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XII attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (E) for any Distribution Date occurring after April 2008 and on or before
April 2009, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XIII attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (F) for any Distribution Date occurring after April 2009 and on or before
April 2010, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XIV attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (G) for any Distribution Date occurring after April 2010 and on or before
April 2011, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XV attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component;

     (H) for any Distribution Date occurring after April 2011 and on or before
October 2011, with respect to those components of the Class X-2 Notional Amount
outstanding immediately prior to the related Distribution Date, the excess, if
any, of (x) the lesser of (i) the

                                      -29-
<PAGE>

rate per annum corresponding to such Distribution Date as set forth in Schedule
XVI attached hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date over (y) the Pass-Through Rate for such Class of
Certificates or Component; and

     (I) for any Distribution Date occurring after October 2011, the Class X-2
Strip Rate for any Certificate or Component will be equal to zero.

     "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the 1934 Act, which initially shall be the
Depository.

     "CLEARSTREAM BANK" means Clearstream Bank, societe anonyme.

     "CLOSING DATE" means October 14, 2003.

     "CMSA" means the Commercial Mortgage Securities Association.

     "CMSA OPERATING STATEMENT ANALYSIS REPORT" means a report which is one
element of the CMSA Methodology for Analyzing and Reporting Property Income
Statements and which is substantially in the form of Exhibit N.

     "CMSA REPORTS" means the Restricted Servicer Reports and the Unrestricted
Servicer Reports, collectively.

     "CODE" means the Internal Revenue Code of 1986, as amended, any successor
statutes thereto, and applicable U.S. Department of Treasury regulations issued
pursuant thereto in temporary or final form and proposed regulations thereunder,
to the extent that, by reason of their proposed effective date, such proposed
regulations would apply to the Trust.

     "COLLECTION PERIOD" means, with respect to any Distribution Date, the
period beginning on the day after the Determination Date in the month preceding
the month of such Distribution Date (or in the case of the first Distribution
Date, the Cut-Off Date) and ending on the Determination Date in the month in
which the Distribution Date occurs.

     "COMMISSION" has the meaning set forth in Section 8.26(a).

     "COMPENSATING INTEREST" means with respect to any Distribution Date, an
amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of the Mortgage Loans other than the Specially
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on
such Mortgage Loans (but not including any B Note, Non-Serviced Mortgage Loan
Companion Loan or the WestShore Plaza Companion Loan) or (y) to the extent that
the Master Servicer did not apply the proceeds thereof in accordance with the
terms of the related Mortgage Loan documents, involuntary Principal Prepayments
during the related Collection Period over (ii) the aggregate of Prepayment
Interest Excesses resulting from Principal Prepayments on the Mortgage Loans
(but not including any B Note, Non-Serviced Mortgage Loan Companion Loan or the
WestShore Plaza Companion Loan) during the same Collection Period and (B) the
aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate
per annum equal to 2 basis points for the related Collection Period calculated
in respect of all the Mortgage Loans (including REO Mortgage Loans but not
including any B

                                      -30-
<PAGE>

Note, Non-Serviced Mortgage Loan Companion Loan or the WestShore Plaza Companion
Loan), plus any investment income earned on the amount prepaid prior to such
Distribution Date.

     "COMPONENT" means any of the Class A-1A Component, the Class A-1B
Component, the Class A-1C Component, the Class A-1D Component, the Class A-2A
Component, the Class A-2B Component, the Class A-3A Component, the Class A-3B
Component, the Class A-3C Component, the Class A-4A Component, the Class A-4B
Component, the Class A-4C Component, the Class B-1 Component, the Class B-2
Component, the Class B-3 Component, the Class C-1 Component, the Class C-2
Component, the Class C-3 Component, the Class D-1 Component, the Class D-2
Component, the Class E-1 Component, the Class E-2 Component, the Class H-1
Component and the Class H-2 Component.

     "CONDEMNATION PROCEEDS" means any awards resulting from the full or partial
condemnation or any eminent domain proceeding or any conveyance in lieu or in
anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Mortgagor in
accordance with the terms of the Mortgage Loan and (if applicable) its related B
Note or the WestShore Plaza Companion Loan, and with respect to the Mortgaged
Property securing the Non-Serviced Mortgage Loans and the Non-Serviced Mortgage
Loan Companion Loans, any portion of such amounts payable to the holders of the
related Non-Serviced Mortgage Loans.

     "CONTROLLING CLASS" means the most subordinate Class of REMIC Regular
Certificates outstanding at any time of determination; provided, that, if the
aggregate Certificate Balance of such Class is less than 25% of the initial
Certificate Balance of such Class as of the Closing Date, the Controlling Class
shall be the next most subordinate Class of REMIC Regular Certificates
outstanding. As of the Closing Date, the Controlling Class will be the Class O
Certificates.

     "CONTROLLING PERSON" means, with respect to any Person, any other Person
who "controls" such Person within the meaning of the 1933 Act.

     "CORPORATE TRUST OFFICE" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located at 135 South LaSalle Street, Suite 1625,
Chicago, IL 60603, Attention: Asset-Backed Securities Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc. Series 2003-TOP12 and the
office of the Certificate Registrar is presently located for certificate
transfer purposes at Wells Fargo Center, Sixth and Marquette Avenue, MAC
#N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS)-- Bear Stearns Commercial Mortgage Securities Inc. Series
2003-TOP12, and for all other purposes at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services (CMBS)-- Bear Stearns
Commercial Mortgage Securities Inc. Series 2003-TOP12, or at such other address
as the Trustee or Certificate Registrar may designate from time to time by
notice to the Certificateholders, the Depositor, the Master Servicer, the Paying
Agent and the Special Servicer.

                                      -31-
<PAGE>

     "CORRESPONDING REMIC I REGULAR INTEREST" means with respect to each
Majority Mortgage Loan and the Kimball Lane Loan REMIC Regular Interest, the
REMIC I Regular Interest having an initial Certificate Balance equal to the
Principal Balance of such Mortgage Loan outstanding as of the Cut-Off Date,
after taking into account all principal and interest payments made or due prior
to the Cut-Off Date (or in the case of the Kimball Lane Loan REMIC Regular
Interest, an initial principal amount (the initial "Certificate Balance") equal
to the initial Certificate Balance of the Kimball Lane Loan REMIC Regular
Interest).

     "CORRESPONDING REMIC II REGULAR INTEREST" means (i) with respect to each
Class of Certificates other than the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates
and Class H Certificates, the REMIC II Regular Interest having the same letter
designation, (ii) with respect to the Class A-1 Certificates, the REMIC II
Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest
A-1C and REMIC II Regular Interest A-1D, (iii) with respect to the Class A-2
Certificates, the REMIC II Regular Interest A-2A and the REMIC II Regular
Interest A-2B, (iv) with respect to the Class A-3 Certificates, the REMIC II
Regular Interest A-3A, REMIC II Regular Interest A-3B and REMIC II Regular
Interest A-3C, (v) with respect to the Class A-4 Certificates, the REMIC II
Regular Interest A-4A, the REMIC II Regular Interest A-4B and REMIC II Regular
Interest A-4C, (vi) with respect to the Class B Certificates, the REMIC II
Regular Interest B-1, the REMIC II Regular Interest B-2 and the REMIC II Regular
Interest B-3, (vii) with respect to the Class C Certificates, the REMIC II
Regular Interest C-1, the REMIC II Regular Interest C-2 and the REMIC II Regular
Interest C-3, (viii) with respect to the Class D Certificates, the REMIC II
Regular Interest D-1 and the REMIC II Regular Interest D-2, (ix) with respect to
the Class E Certificates, the REMIC II Regular Interest E-1 and the REMIC II
Regular Interest E-2 and (x) with respect to the Class H Certificates, the REMIC
II Regular Interest H-1 and the REMIC II Regular Interest H-2.

     "CROSSED MORTGAGE LOAN" has the meaning set forth in Section 2.3(a).

     "CUSTODIAN" means the Trustee or any Person who is appointed by the Trustee
at any time as custodian pursuant to Section 7.9 and who is unaffiliated with
the Depositor and each Seller and satisfies the eligibility requirements of the
Trustee as set forth in Section 7.5.

     "CUSTOMER" means a broker, dealer, bank, other financial institution or
other Person for whom the Clearing Agency effects book-entry transfers and
pledges of securities deposited with the Clearing Agency.

     "CUT-OFF DATE" means the end of business on October 1, 2003. The Cut-Off
Date for any Mortgage Loan that has a Due Date on a date other than the first
day of each month shall be the end of business on October 1, 2003, and Scheduled
Payments due in October 2003 with respect to Mortgage Loans not having Due Dates
on the first of each month have been deemed received on October 1, 2003, not the
actual day on which such Scheduled Payments were due.

     "DEBT SERVICE COVERAGE RATIO" means, with respect to any Mortgage Loan, as
of any date of determination and for any period, the amount calculated for such
date of determination in accordance with the procedures set forth in Exhibit T.

                                      -32-
<PAGE>

     "DEBT SERVICE REDUCTION AMOUNT" means, with respect to a Due Date and the
related Determination Date, the amount of the reduction of the Scheduled Payment
which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan, the WestShore Plaza Companion Loan or a B Note as a result of any
proceeding under bankruptcy law or any similar proceeding (other than a
Deficient Valuation Amount); provided, however, that in the case of an amount
that is deferred, but not forgiven, such reduction shall include only the net
present value (calculated at the related Mortgage Rate) of the reduction.

     "DEFAULTED MORTGAGE LOAN" means a Mortgage Loan or the WestShore Plaza
Companion Loan that is in default under the terms of the applicable Mortgage
Loan documentation and for which any applicable grace period has expired.

     "DEFEASANCE COLLATERAL" means, with respect to any Defeasance Loan, the
United States Treasury obligations required to be pledged in lieu of prepayment
pursuant to the terms thereof.

     "DEFEASANCE LOAN" means any Mortgage Loan, the WestShore Plaza Companion
Loan or any B Note which requires or permits the related Mortgagor (or permits
the holder of such Mortgage Loan, the WestShore Plaza Companion Loan or B Note
to require the related Mortgagor) to pledge Defeasance Collateral to such holder
in lieu of prepayment.

     "DEFECTIVE MORTGAGE LOAN" has the meaning set forth in Section 2.3(a).

     "DEFICIENT VALUATION" means, with respect to any Mortgage Loan (other than
an A Note and the WestShore Plaza Pari Passu Loan), any A/B Mortgage Loan and
the Loan Pair, a valuation by a court of competent jurisdiction of the Mortgaged
Property (or, with respect to the Berkeley & Brown Pari Passu Loan, the RSA Pari
Passu Loan or the WestShore Plaza Pari Passu Loan, the pro rata portion of the
valuation allocable to the Berkeley & Brown Pari Passu Loan, the RSA Pari Passu
Loan or the WestShore Plaza Pari Passu Loan, as applicable) relating to such
Mortgage Loan, A/B Mortgage Loan or Loan Pair in an amount less than the then
outstanding indebtedness under such Mortgage Loan, A/B Mortgage Loan or Loan
Pair, which valuation results from a proceeding initiated under the United
States Bankruptcy Code, as amended from time to time, and that reduces the
amount the Mortgagor is required to pay under such Mortgage Loan, A/B Mortgage
Loan or Loan Pair.

     "DEFICIENT VALUATION AMOUNT" means (i) with respect to each Mortgage Loan
(other than an A Note and the WestShore Plaza Pari Passu Loan), any A/B Mortgage
Loan and the Loan Pair, the amount by which the total amount due with respect to
such Mortgage Loan, A/B Mortgage Loan or Loan Pair (excluding interest not yet
accrued), including the Principal Balance of such Mortgage Loan, A/B Mortgage
Loan or Loan Pair plus any accrued and unpaid interest thereon and any other
amounts recoverable from the Mortgagor with respect thereto pursuant to the
terms thereof, is reduced in connection with a Deficient Valuation and (ii) with
respect to any A Note or the WestShore Plaza Pari Passu Loan, the portion of any
Deficient Valuation Amount for the related A/B Mortgage Loan or Loan Pair, as
applicable, that is borne by the holder of the A Note or the WestShore Plaza
Pari Passu Loan, as applicable, under the related Intercreditor Agreement or
Loan Pair Intercreditor Agreement, as applicable.

                                      -33-
<PAGE>

     "DEFINITIVE CERTIFICATES" means Certificates of any Class issued in
definitive, fully registered, certificated form without interest coupons.

     "DELETED MORTGAGE LOAN" means a Mortgage Loan which is repurchased from the
Trust pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted.

     "DEPOSITOR" means Bear Stearns Commercial Mortgage Securities Inc., a
Delaware corporation, and its successors in interest.

     "DEPOSITORY" has the meaning set forth in Section 3.7(a).

     "DEPOSITORY AGREEMENT" means the Letter of Representations dated the
Closing Date and by and among the Depositor, the Paying Agent and the
Depository.

     "DETERMINATION DATE" means, with respect to any Distribution Date, the
earlier of (i) the 8th day of the month in which such Distribution Date occurs
or, if such day is not a Business Day, the immediately preceding Business Day,
and (ii) the 5th Business Day prior to the related Distribution Date, commencing
November 5, 2003.

     "DIRECTLY OPERATE" means, with respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management of such REO
Property, the holding of such REO Property primarily for sale to customers
(other than a sale of an REO Property pursuant to and in accordance with Section
9.15) 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 on behalf of the Trustee) shall not be considered to
Directly Operate an REO Property solely because the Trustee (or the Special
Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs, tenant improvements or capital expenditures with respect to such
REO Property (including, without limitation, construction activity to effect
repairs or in connection with leasing activity) or undertakes any ministerial
action incidental thereto.

     "DISCOUNT RATE" means the rate which, when compounded monthly, is
equivalent to the Treasury Rate when compounded semi-annually. The "Treasury
Rate," unless otherwise set forth in the Mortgage Loan documents, is the yield
calculated by the linear interpolation of the yields, as reported in Federal
Reserve Statistical Release H.15--Selected Interest Rates under the heading
"U.S. government securities/Treasury constant maturities" for the week ending
prior to the date of the relevant principal prepayment, of U.S. Treasury
constant maturities with a maturity date (one longer and one shorter) most
nearly approximating the maturity date (or the Anticipated Repayment Date, if
applicable) of the Mortgage Loan prepaid. If Release H.15 is no longer
published, the Master Servicer will select a comparable publication to determine
the Treasury Rate.

     "DISQUALIFIED ORGANIZATION" means any of (i) the United States, any State
or any political subdivision thereof, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for FHLMC, a majority of its board
of directors is not selected by any such governmental unit), (ii) a foreign
government, international organization or any agency or instrumentality of
either of the

                                      -34-
<PAGE>

foregoing, (iii) an organization (except certain farmers' cooperatives described
in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the
Code (unless such organization is subject to the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381 of the Code, and (v) any other
Person so designated by the Master Servicer based upon an Opinion of Counsel
that the holding of an ownership interest in a Residual Certificate by such
Person may cause any of the REMICs, or any Person having an Ownership Interest
in any Class of Certificates, other than such Person, to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the transfer of an ownership interest in a Residual Certificate to such
Person. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

     "DISTRIBUTABLE CERTIFICATE INTEREST" means, with respect to any
Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of (A) Accrued Certificate Interest in
respect of such Class or Interest, reduced (to not less than zero) by (i) any
Net Aggregate Prepayment Interest Shortfalls for such Class of Certificates or
Interests, allocated on such Distribution Date to such Class or Interest
pursuant to Section 6.7, and (ii) Realized Losses allocated on such Distribution
Date to reduce the Distributable Certificate Interest payable to such Class or
Interest pursuant to Section 6.6, plus (B) the Unpaid Interest, plus (C) if the
Aggregate Certificate Balance is reduced because of a diversion of principal in
accordance with Section 5.2(a)(II)(iv), and there is a subsequent recovery of
amounts as described in Section 6.6(c)(i), then interest at the applicable
Pass-Through Rate that would have accrued and been distributable with respect to
the amount that the Aggregate Certificate Balance was so reduced, which interest
shall accrue from the date that the related Realized Loss is allocated through
the end of the Interest Accrual Period related to the Distribution Date on which
such amounts are subsequently recovered.

     "DISTRIBUTION ACCOUNT" means the Distribution Account maintained by the
Paying Agent on behalf of the Trustee, in accordance with the provisions of
Section 5.3, which account shall be an Eligible Account.

     "DISTRIBUTION DATE" means the 13th day of each month or, if such day is not
a Business Day, the next succeeding Business Day, commencing November 13, 2003.

     "DUE DATE" means, with respect to a Mortgage Loan, the WestShore Plaza
Companion Loan or a B Note, the date on which a Scheduled Payment is due.


     "ELIGIBLE ACCOUNT" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "F-1+" by Fitch and "P-1" by Moody's, if the
deposits are to be held in the account for 30 days or less, or (B) long-term
unsecured debt obligations are rated at least "AA-" by Fitch and at least "Aa2"
by Moody's, if the deposits are to be held in the account more than 30 days or
(ii) a segregated trust account or accounts maintained in the trust department
of the Trustee, the Paying Agent or other financial institution having a
combined capital and surplus of at least $50,000,000 and subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), or (iii) an account or accounts of a depository
institution acceptable

                                      -35-
<PAGE>

to each Rating Agency, as evidenced by Rating Agency Confirmation with respect
to the use of any such account as the Certificate Account or the Distribution
Account. Notwithstanding anything in the foregoing to the contrary, an account
shall not fail to be an Eligible Account solely because it is maintained with
Wells Fargo Bank, National Association or Wells Fargo Bank Iowa, N.A., each a
wholly-owned subsidiary of Wells Fargo & Co., provided that such subsidiary's or
its parent's (A) commercial paper, short-term unsecured debt obligations or
other short-term deposits are at least "F-1" in the case of Fitch, and "P-1" in
the case of Moody's, if the deposits are to be held in the account for 30 days
or less, or (B) long-term unsecured debt obligations are rated at least "A+" in
the case of Fitch and at least "Aa3" in the case of Moody's, if the deposits are
to be held in the account for more than 30 days.

     "ELIGIBLE INVESTMENTS" means any one or more of the following financial
assets or other property:

         (i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America, FNMA,
FHLMC or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United
States of America; provided that any obligation of FNMA or FHLMC, other than an
unsecured senior debt obligation of FNMA or FHLMC, shall be an Eligible
Investment only if Rating Agency Confirmation is obtained with respect to such
investment;

         (ii) demand or time deposits in, unsecured certificates of deposit of,
money market deposit accounts of, or bankers' acceptances issued by, any
depository institution or trust company (including the Trustee, the Master
Servicer, the Special Servicer, the Paying Agent or any Affiliate of the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, acting in its
commercial capacity) incorporated or organized under the laws of the United
States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, so long as the commercial
paper or other short-term debt obligations of such depository institution or
trust company are rated "Prime-1" by Moody's and "F-1+" by Fitch or the
long-term unsecured debt obligations of such depository institution or trust
company have been assigned a rating by each Rating Agency at least equal "Aa2"
by Moody's and "AA" by Fitch or its equivalent or, in each case, if not rated by
a Rating Agency, then such Rating Agency has issued a Rating Agency
Confirmation;

         (iii) repurchase agreements or obligations with respect to any security
described in clause (i) above where such security has a remaining maturity of
one year or less and where such repurchase obligation has been entered into with
a depository institution or trust company (acting as principal) described in
clause (ii) above and where such repurchase obligation will mature prior to the
Business Day preceding the next date upon which, as described in this Agreement,
such amounts are required to be withdrawn from the Certificate Account and which
meets the minimum rating requirement for such entity described above (or for
which Rating Agency Confirmation is obtained with respect to such ratings);

         (iv) debt obligations (other than stripped bonds or stripped coupons)
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof, which
securities are rated "AA-" or its equivalent by each Rating Agency, unless
otherwise specified in writing by the Rating Agency; provided that securities
issued by any particular corporation will not be Eligible Investments to the
extent that investment therein will cause the then-outstanding principal amount
of securities issued by

                                      -36-
<PAGE>

such corporation and held in the Certificate Account to exceed 5% of the sum of
the aggregate Certificate Principal Balance of the Principal Balance
Certificates and the aggregate principal amount of all Eligible Investments in
the Certificate Account;

         (v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) rated "Prime-1"
by Moody's and "F-1+" by Fitch (or for which Rating Agency Confirmation is
obtained with respect to such ratings);

         (vi) units of investment funds (including money market funds) that are
rated in the highest long-term category by Moody's, or if not rated by Moody's
then Moody's has issued a Rating Agency Confirmation, and the highest long-term
category by Fitch, or if not rated by Fitch, then Fitch has issued a Rating
Agency Confirmation;

         (vii) guaranteed reinvestment agreements maturing within 365 days or
less issued by any bank, insurance company or other corporation whose long-term
unsecured debt rating is not less than "Aa2" by Moody's and "AA" by Fitch, or
for which Rating Agency Confirmation is obtained with respect to such ratings;

         (viii) any money market funds (including those managed or advised by
the Paying Agent or its affiliates) that maintain a constant asset value and
that are rated "AAA" (or its equivalent rating) by Fitch and "Aaa" (or its
equivalent) by Moody's, and any other demand, money-market or time deposit, or
any other obligation, security or investment, with respect to which Rating
Agency Confirmation has been obtained; and

         (ix) such other investments bearing interest or sold at a discount,
earning a return "in the nature of interest" within the meaning of Treasury
Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an Opinion of Counsel
delivered to the Trustee and the Paying Agent by the Master Servicer at the
Master Servicer's expense), as are acceptable to the Rating Agencies (as
evidenced by Rating Agency Confirmation) and treated as "permitted investments"
that are "cash flow investments" under Section 860G(a)(5) of the Code;

provided (A) such investment is held for a temporary period pursuant to Section
1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by
the obligor in U.S. dollars, and (C) that no such instrument shall be an
Eligible Investment (1) if such instrument evidences either (a) a right to
receive only interest payments or only principal payments with respect to the
obligations underlying such instrument or (b) a right to receive both principal
and interest payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, or (2) if it may be redeemed at a price below the
purchase price or (3) if it is not treated as a "permitted investment" that is a
"cash flow investment" under Section 860G(a)(5) of the Code; and provided,
further, that any such instrument shall have a maturity date no later than the
date such instrument is required to be used to satisfy the obligations under
this Agreement, and, in any event, shall not have a maturity in excess of one
year; any such instrument must have a predetermined fixed dollar of principal
due at maturity that cannot vary or change; if rated, the obligation must not
have an "r" highlighter affixed to its rating; interest on any variable rate
instrument shall be tied to a single interest rate index plus a single fixed
spread (if any) and move proportionally with that index; and provided, further,
that no amount beneficially owned by any REMIC Pool (including any amounts
collected by the Master Servicer but not yet deposited in the Certificate
Account) may be invested in investments treated as equity interests for Federal
income tax purposes. No Eligible

                                      -37-
<PAGE>

Investments shall be purchased at a price in excess of par. For the purpose of
this definition, units of investment funds (including money market funds) shall
be deemed to mature daily.

     "ENVIRONMENTAL INSURANCE POLICY" shall mean, with respect to any Mortgage
Loan or the related Mortgaged Property or REO Property, any insurance policy
covering pollution conditions and/or other environmental conditions that is
maintained from time to time in respect of such Mortgage Loan, Mortgaged
Property or REO Property, as the case may be, for the benefit of, among others,
the Trustee on behalf of the Certificateholders.

     "ENVIRONMENTAL LAWS" means any and all federal, state and local statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions, now or hereafter in effect, relating to health or the environment
or to emissions, discharges or releases of chemical substances, including,
without limitation, any and all pollutants, contaminants, petroleum or petroleum
products, asbestos or asbestos-containing materials, polychlorinated biphenyls,
urea-formaldehyde insulation, radon, industrial, toxic or hazardous substances
or wastes, into the environment, including, without limitation, ambient air,
surface water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, labeling, registration, treatment, storage,
disposal, transport or handling of any of the foregoing substances or wastes or
the clean-up or other remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ESCROW ACCOUNT" means an account established by or on behalf of the Master
Servicer pursuant to Section 8.3(e).

     "ESCROW AMOUNT" means any amount payable with respect to a Mortgage Loan
(including an A/B Mortgage Loan) for taxes, assessments, water rates, Standard
Hazard Insurance Policy premiums, ground lease payments, reserves for capital
improvements, deferred maintenance, repairs, tenant improvements, leasing
commissions, rental achievements, environmental matters and other reserves or
comparable items.

     "EUROCLEAR BANK" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system.

     "EVENT OF DEFAULT" has the meaning set forth in Section 8.28(a).

     "EXCESS INTEREST" means, with respect to an ARD Loan if an ARD Loan is not
prepaid in full on or before its Anticipated Repayment Date, the excess, if any
of (i) interest accrued at the rate of interest applicable to such Mortgage Loan
after such Anticipated Repayment Date (plus any interest on such interest as may
be provided for under the Mortgage Loan documents) over (ii) interest accrued at
the rate of interest applicable to such Mortgage Loan before such Anticipated
Repayment Date. Excess Interest on an ARD Loan is an asset of the Trust, but
shall not be an asset of any REMIC Pool formed hereunder.

     "EXCESS INTEREST SUB-ACCOUNT" means an administrative account deemed to be
a sub-account of the Distribution Account. The Excess Interest Sub-account shall
not be an asset of any REMIC Pool formed hereunder.

                                      -38-
<PAGE>

     "EXCESS LIQUIDATION PROCEEDS" means, with respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO Property,
over (ii) the amount that would have been received if a Principal Prepayment in
full had been made with respect to such Mortgage Loan (or, in the case of an REO
Property related to an A/B Mortgage Loan, a Principal Prepayment in full had
been made with respect to both the related A Note and B Note, or, in the case of
an REO Property related to the Loan Pair, a Principal Prepayment in full had
been made with respect to both the WestShore Plaza Pari Passu Loan and the
WestShore Plaza Companion Loan) on the date such proceeds were received.

     "EXCESS SERVICING FEE" means, with respect to the Mortgage Loans or the
WestShore Plaza Companion Loan for which an "excess servicing fee rate" is
designated on the Mortgage Loan Schedule, the monthly fee payable to (a) Wells
Fargo Bank, National Association or its successors and assigns, and (b) JHREF,
or its successors and assigns, each as holder of excess servicing rights, which
fee shall accrue on the Scheduled Principal Balance of each such Mortgage Loan
immediately prior to the Due Date occurring in each month at the per annum rate
(determined in the same manner as the applicable Mortgage Rate for such Mortgage
Loan is determined for such month) specified on the Mortgage Loan Schedule (the
"Excess Servicing Fee Rate"). Each holder of excess servicing rights is entitled
to Excess Servicing Fees only with respect to the Mortgage Loans as indicated on
Exhibit J hereto.

     "EXCHANGE ACT" has the meaning set forth in Section 8.26(a).

     "EXCHANGE CERTIFICATION" means an Exchange Certification substantially in
the form set forth in Exhibit H hereto executed by a holder of an interest in a
Regulation S Global Certificate or a Rule 144A-IAI Global Certificate, as
applicable.

     "EXEMPTION" means each of the individual prohibited transaction exemptions
granted by the United States Department of Labor to the Underwriters, as
amended.

     "EXPENSE LOSS" means a loss realized upon payment by the Trust of an
Additional Trust Expense.

     "EXTENSION" has the meaning set forth in Section 9.15(a).

     "FDIC" means the Federal Deposit Insurance Corporation or any successor
thereto.

     "FHLMC" means the Federal Home Loan Mortgage Corporation, or any successor
thereto.

     "FHLMC AUDIT PROGRAM" has the meaning set forth in Section 8.13.

     "FINAL CERTIFICATION" has the meaning set forth in Section 2.2.

     "FINAL JUDICIAL DETERMINATION" has the meaning set forth in Section 2.3(a).

     "FINAL PROSPECTUS SUPPLEMENT" has the meaning set forth in the Preliminary
Statement hereto.

                                      -39-
<PAGE>

     "FINAL RECOVERY DETERMINATION" means a determination with respect to any
Mortgage Loan, B Note, Specially Serviced Mortgage Loan or the WestShore Plaza
Companion Loan by the Special Servicer in consultation with the Operating
Adviser and the Master Servicer (including a Mortgage Loan, the WestShore Plaza
Companion Loan or a B Note that became an REO Property), in each case, in its
good faith discretion, consistent with the Servicing Standard, that all
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase
Proceeds and other payments or recoveries that the Special Servicer expects to
be finally recoverable on such Mortgage Loan, the WestShore Plaza Companion Loan
or a B Note, without regard to any obligation of the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, to make
payments from its own funds pursuant to Article IV hereof, have been recovered.
The Special Servicer shall be required to provide the Master Servicer with
prompt written notice of any Final Recovery Determination with respect to any
Specially Serviced Mortgage Loan upon making such determination. The Master
Servicer shall notify the Trustee and the Paying Agent of such determination and
the Paying Agent shall deliver a copy of such notice to each Rating Agency.

     "FINAL SCHEDULED DISTRIBUTION DATE" means, for each Class of rated
Certificates, the Distribution Date on which such Class would be paid in full if
payments were made on the Mortgage Loans in accordance with their terms, except
that ARD Loans are assumed to be repaid on their Anticipated Repayment Dates.

     "FISCAL AGENT" means ABN AMRO Bank N.V., a banking association organized
under the laws of the Netherlands and its permitted successors and assigns.

     "FISCAL AGENT TERMINATION EVENT" has the meaning set forth in Section 4.7.

     "FITCH" means Fitch Ratings, Inc. or its successor in interest.

     "FNMA" means the Federal National Mortgage Association, or any successor
thereto.

     "GLOBAL CERTIFICATE" means any Rule 144A-IAI Global Certificate, Regulation
S Temporary Global Certificate or Regulation S Permanent Global Certificate.

     "GRANTOR TRUST" means that portion of the Trust consisting of the Class A-1
Grantor Trust Interest, Class X-1 Grantor Trust Interest, Class X-2 Grantor
Trust Interest and Class O Grantor Trust Interest.

     "HOLDER" means the Person in whose name a Certificate is registered on the
Certificate Register.

     "IAI DEFINITIVE CERTIFICATE" means, with respect to any Class of
Certificates sold to Institutional Accredited Investors who are not Qualified
Institutional Buyers, a Certificate in definitive, fully registered certificated
form without interest coupons.

     "INDEPENDENT" means, when used with respect to any Accountants, a Person
who is "independent" within the meaning of Rule 2-01(B) of the Securities and
Exchange Commission's Regulation S-X. Independent means, when used with respect
to any other Person, a Person who (A) is in fact independent of another
specified Person and any Affiliate of such

                                      -40-
<PAGE>

other Person, (B) does not have any material direct or indirect financial
interest in such other Person or any Affiliate of such other Person, (C) is not
connected with such other Person or any Affiliate of such other Person as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions and (D) is not a member of the immediate family of
a Person defined in clause (B) or (C) above.

     "INDEPENDENT CONTRACTOR" means, either (i) with respect to any Mortgage
Loan (A) that is not a Specially Serviced Mortgage Loan, any Person designated
by the Master Servicer (other than the Master Servicer, but which may be an
Affiliate of the Master Servicer), or (B) that is a Specially Serviced Mortgage
Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to a REMIC within the meaning of Section
856(d)(3) of the Code if such REMIC were a real estate investment trust (except
that the ownership test set forth in such Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of the Aggregate
Certificate Balance or Notional Amount, as the case may be, of any Class of the
Certificates (other than the Class R-III Certificates), a Percentage Interest of
35% or more in the Class R-III Certificates or such other interest in any Class
of the Certificates or of the applicable REMIC as is set forth in an Opinion of
Counsel, which shall be at no expense to the Trustee or the Trust) so long as
such REMIC does not receive or derive any income from such Person and provided
that the relationship between such Person and such REMIC is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Master Servicer or the Special Servicer) upon
receipt by the Trustee of an Opinion of Counsel, which shall be at the expense
of the Person delivering such opinion to the Trustee, to the effect that the
taking of any action in respect of any REO Property by such Person, subject to
any conditions therein specified, that is otherwise herein contemplated to be
taken by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code), or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.

     "INITIAL CERTIFICATION" has the meaning set forth in Section 2.2.

     "INITIAL DEPOSIT" means the amount of all collections made on the Mortgage
Loans from the Cut-Off Date to and excluding the Closing Date.

     "INITIAL REVIEW PERIOD" has the meaning set forth in Section 9.4(d).

     "INSPECTION REPORT" means the report delivered by the Master Servicer or
the Special Servicer, as the case may be, substantially in the form of Exhibit L
hereto.

     "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional accredited
investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of Regulation D
of the 1933 Act.

     "INSURED ENVIRONMENTAL EVENT" has the meaning set forth in Section 9.1(f).

     "INSURANCE POLICIES" means, collectively, any Standard Hazard Insurance
Policy, flood insurance policy, title insurance policy, terrorism insurance
policy or Environmental Insurance Policy relating to the Mortgage Loans or the
Mortgaged Properties in effect as of the Closing Date or thereafter during the
term of this Agreement.

                                      -41-
<PAGE>

     "INSURANCE PROCEEDS" means amounts paid by the insurer under any Insurance
Policy, other than amounts required to be paid over to the Mortgagor pursuant to
law, the related Mortgage Loan, the WestShore Plaza Companion Loan, the related
B Note or the Servicing Standard and with respect to the Mortgaged Property
securing the Non-Serviced Mortgage Loans and the Non-Serviced Mortgage Loan
Companion Loans, any portion of such amounts payable to the holder of the
related Non-Serviced Mortgage Loan.

     "INTERCREDITOR AGREEMENT" means, with respect to an A/B Mortgage Loan, the
related intercreditor agreement by and between the holder of the related A Note
and the holder of the related B Note relating to the relative rights of such
holders of the respective A Note and B Note, as the same may be further amended
from time to time in accordance with the terms thereof.

     "INTEREST" means a Kimball Lane Loan REMIC Interest, a REMIC I Interest or
a REMIC II Interest, as applicable.

     "INTEREST ACCRUAL PERIOD" means, for any Distribution Date, with respect to
all Classes of Certificates and Interests (other than the Residual
Certificates), the period beginning on the first day of the month preceding the
month in which such Distribution Date occurs and ending on the last day of the
month preceding the month in which such Distribution Date occurs.

     "INTEREST RESERVE ACCOUNT" means that Interest Reserve Account maintained
by the Master Servicer pursuant to Section 5.1(a), which account shall be an
Eligible Account.

     "INTEREST RESERVE AMOUNT" has the meaning set forth in Section 5.1(d).

     "INTEREST RESERVE LOANS" shall mean the Mortgage Loans which bear interest
other than on the basis of a 360-day year consisting of twelve (12) 30-day
months.

     "INTERESTED PERSON" means, as of any date of determination, the Master
Servicer, the Special Servicer, the Depositor, the holder of any related Junior
Indebtedness (with respect to any particular Mortgage Loan), a holder of 50% or
more of the Controlling Class, the Operating Adviser, any Independent Contractor
engaged by the Master Servicer or the Special Servicer pursuant to this
Agreement, or any Person actually known to a Responsible Officer of the Trustee
to be an Affiliate of any of them.

     "JHREF" has the meaning set forth in the Preliminary Statement hereto.

     "JHREF LOANS" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to Mortgage Loan Purchase Agreement V and shown on Schedule V
hereto.

     "JUNIOR INDEBTEDNESS" means any indebtedness of any Mortgagor that is
secured by a lien that is junior in right of payment to the lien of the Mortgage
securing the related Mortgage Note.

     "KIMBALL LANE LOAN" means that certain Mortgage Loan identified on the
Mortgage Loan Schedule as Mortgage Loan No. 54.

                                      -42-
<PAGE>

     "KIMBALL LANE LOAN REMIC" means the segregated pool of assets consisting of
the Kimball Lane Loan, such amounts with respect thereto as shall from time to
time be held in the Certificate Account, the Interest Reserve Account and the
Distribution Account, the related Insurance Policies and any related REO
Properties, for which a REMIC election has been made pursuant to Section 12.1(a)
hereof.

     "KIMBALL LANE LOAN REMIC INTERESTS" mean collectively, the Kimball Lane
Loan REMIC Regular Interest and the Kimball Lane Loan REMIC Residual Interest.

     "KIMBALL LANE LOAN REMIC NET MORTGAGE RATE" means, with respect to any
Distribution Date, as to the Kimball Lane Loan REMIC Regular Interest, a rate
per annum equal to the annualized rate that, when applied to the Principal
Balance of the Kimball Lane Loan (on the day prior to the Due Date preceding
such Distribution Date) on a 30/360 basis for the related loan accrual period,
yields the amount of net interest that would have accrued during the related
loan accrual period assuming a net interest rate equal to (a) the Mortgage Rate
of the Kimball Lane Loan (without taking into account any default interest rate)
as of the Cut-Off Date and without regard to any modification, waiver or
amendment of the terms thereof following the Cut-Off Date, minus (b) the
Administrative Cost Rate, and assuming an interest accrual basis that is the
same as the actual interest accrual basis of the Kimball Lane Loan, provided
that (i) the Kimball Lane Loan REMIC Net Mortgage Rate for the loan accrual
period relating to the Due Dates in both January and February in any year that
is not a leap year and in February in any year that is a leap year, shall be
determined net of any amounts transferred to the Interest Reserve Account
relating to such Mortgage Loan and (ii) the Kimball Lane Loan REMIC Net Mortgage
Rate for the loan accrual period relating to the Due Date in March in any year
shall be determined taking into account the addition of any amounts withdrawn
from the Interest Reserve Account. For any Distribution Date following the date
on which one or more Qualifying Substitute Mortgage Loans are substituted for
the Kimball Lane Loan pursuant to Section 2.3(e), the Kimball Lane Loan REMIC
Net Mortgage Rate shall be 7.2728% per annum, subject to the proviso in the
preceding sentence.

     "KIMBALL LANE LOAN REMIC REGULAR INTEREST" means, the uncertificated
interest designated as the "regular interest" in the Kimball Lane Loan REMIC,
which shall consist of, an interest having an initial Certificate Balance equal
to the Cut-Off Date Scheduled Principal Balance of the Kimball Lane Loan (or, if
applicable, the deemed Scheduled Principal Balance of any successor REO Loan),
and which has a Pass-Through Rate equal to the Kimball Lane Loan REMIC Net
Mortgage Rate. Payments and other collections of amounts received on or in
respect to the Kimball Lane Loan (or any related REO Property) shall be deemed
distributable on the Kimball Lane Loan REMIC Regular Interest.

     "KIMBALL LANE LOAN REMIC RESIDUAL INTEREST" means the sole class of
"residual interest," within the meaning of Code Section 860G(a)(2), in the
Kimball Lane Loan REMIC. The Kimball Lane Loan REMIC Residual Interest shall be
represented by the Class R-K Certificates.

     "KIMBALL LANE SUB-ACCOUNT" means an administrative account deemed to be a
sub-account of the Distribution Account. The Kimball Lane Sub-account shall not
be an asset of any REMIC Pool formed hereunder.

                                      -43-
<PAGE>

     "KIMBALL LANE YIELD MAINTENANCE AMOUNTS" means any amounts received by the
Trustee in respect of the Seller's obligation pursuant to Section 5(d) of the
Mortgage Loan Purchase Agreement I. Kimball Lane Yield Maintenance Amounts are
assets of the Trust, but shall not be an asset of any REMIC Pool formed
hereunder.

     "LATE COLLECTIONS" means, with respect to any Mortgage Loan, the WestShore
Plaza Companion Loan or any B Note, all amounts received during any Collection
Period, whether as late payments or as Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, Purchase Proceeds or otherwise, that represent payments
or collections of Scheduled Payments due but delinquent for a previous
Collection Period and not previously recovered.

     "LATE FEES" means a fee payable to the Master Servicer or the Special
Servicer, as the case may be, to the extent actually collected from the
Mortgagor as provided in the related Mortgage Loan or the related B Note in
connection with a late payment made by such Mortgagor.

     "LIQUIDATION EXPENSES" means reasonable and direct expenses incurred by the
Special Servicer on behalf of the Trust in connection with the liquidation of
any Specially Serviced Mortgage Loan or REO Property acquired in respect thereof
including, without limitation, reasonable legal fees and expenses in connection
with a closing, brokerage commissions and conveyance taxes for such Specially
Serviced Mortgage Loan. All Liquidation Expenses relating to disposition of the
Specially Serviced Mortgage Loan shall be (i) paid out of income from the
related REO Property, to the extent available, (ii) paid out of related proceeds
from liquidation or (iii) advanced by the Master Servicer or the Special
Servicer, subject to Section 4.4 and Section 4.6(e) hereof, as a Servicing
Advance.

     "LIQUIDATION FEE" means a fee equal to the product of (x) 1.0% and (y) the
Liquidation Proceeds received in connection with a final disposition of a
Specially Serviced Mortgage Loan or REO Property and any Condemnation Proceeds
and Insurance Proceeds received by the Trust (net of any expenses incurred by
the Special Servicer on behalf of the Trust in connection with the collection of
such Condemnation Proceeds and Insurance Proceeds other than Liquidation
Proceeds received in connection with any Non-Serviced Mortgage Loan).

     "LIQUIDATION PROCEEDS" means proceeds from the sale or liquidation
(provided that for the purposes of calculating Liquidation Fees hereunder,
Liquidation Proceeds shall not include any proceeds from a repurchase of a
Mortgage Loan by a Seller due to a Material Breach of a representation or
warranty or Material Document Defect) of a Mortgage Loan, the WestShore Plaza
Companion Loan or a B Note or related REO Property, net of Liquidation Expenses
and any related Advances and interest thereon (to the extent not otherwise paid
pursuant to Section 4.6(c)) and with respect to the sale or liquidation of any
REO Property related to the Non-Serviced Mortgage Loans and the Non-Serviced
Mortgage Loan Companion Loans, any portion of such amounts allocable to the
related Non-Serviced Mortgage Loan.

     "LIQUIDATION REALIZED LOSS" means, with respect to each Mortgage Loan or
REO Property, as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal to the sum, without duplication, of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan) as of the date of the Cash Liquidation or REO
Disposition (adjusted in accordance with Section 6.6(c)(i)),

                                      -44-
<PAGE>

plus (B) unpaid interest and interest accrued thereon at the applicable Mortgage
Rate (including interest accrued and unpaid on the portion of the Principal
Balance added in accordance with Section 6.6(c)(i), which interest shall accrue
from the date of the reduction in the Principal Balance resulting from the
allocation of a Realized Loss incurred pursuant to Section 6.6(b)(i)), plus (C)
any expenses (including Additional Trust Expenses) incurred in connection with
such Mortgage Loan that are payable or reimbursable to any Person, other than
amounts included in the definition of Liquidation Expenses and amounts
previously treated as Expense Losses (and interest thereon) minus the sum of (i)
REO Income applied as recoveries of principal or interest on the related
Mortgage Loan or REO Property, and (ii) Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, Late Collections and all other amounts recovered
from the related Mortgagor and received during the Collection Period in which
such Cash Liquidation or REO Disposition occurred and which are not required
under any Intercreditor Agreement, the Loan Pair Intercreditor Agreement or
Non-Serviced Mortgage Loan Intercreditor Agreement to be payable or reimbursable
to any holder of a B Note or the WestShore Plaza Companion Loan. REO Income,
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds shall be
applied first against any Expense Losses (to the extent not included in the
definition of Liquidation Expenses) for such Mortgage Loan, the unpaid interest
on the Mortgage Loan, calculated as described in clause (B) above, and then
against the Principal Balance of such Mortgage Loan, calculated as described in
clause (A) above.


     "LOAN PAIR" means the WestShore Plaza Pari Passu Loan and the WestShore
Plaza Companion Loan, collectively.

     "LOAN PAIR INTERCREDITOR AGREEMENT" means, with respect to the Loan Pair,
the intercreditor agreement by and between the holders of the WestShore Plaza
Pari Passu Loan and the WestShore Plaza Companion Loan relating to the relative
rights of such holders, as the same may be further amended from time to time in
accordance with the terms thereof.

     "LOAN-TO-VALUE RATIO" means, as of any date with respect to a Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the
Principal Balance of such Mortgage Loan at the date of determination and the
denominator of which is the value of the Mortgaged Property as shown on the most
recent Appraisal or valuation of the Mortgaged Property which is available as of
such date or, in the case of any Non-Serviced Mortgage Loan or Loan Pair, the
allocable portion thereof.

     "LOCK-BOX ACCOUNT" has the meaning set forth in Section 8.3(g).

     "LOCK-BOX AGREEMENT" means, with respect to any Mortgage Loan, any lock-box
agreement relating to such Mortgage Loan among the related Mortgagor, a
depositary institution and the Master Servicer (or a Primary Servicer or
Sub-Servicer on its behalf) pursuant to which a Lock-Box Account is created.

     "LOSSES" has the meaning set forth in Section 12.4.

     "LUXEMBOURG PAYING AGENT" has the meaning set forth in Section 7.18.

     "LUXEMBOURG TRANSFER AGENT" has the meaning set forth in Section 7.18.

     "MAI" means Member of the Appraisal Institute.

                                      -45-
<PAGE>

     "MAJORITY MORTGAGE LOAN" shall mean any Mortgage Loan other than the
Kimball Lane Loan.

     "MASTER SERVICER" means Wells Fargo Bank, National Association and its
permitted successors or assigns.

     "MASTER SERVICER CONSENT MATTERS" has the meaning set forth in Section
8.3(a).

     "MASTER SERVICER INDEMNIFIED PARTIES" has the meaning set forth in Section
8.25(a).

     "MASTER SERVICER LOSSES" has the meaning set forth in Section 8.25(a).

     "MASTER SERVICER REMITTANCE DATE" means, for each Distribution Date, the
Business Day immediately preceding such Distribution Date.

     "MASTER SERVICER REMITTANCE REPORT" means a report prepared by the Master
Servicer and in such media as may be agreed upon by the Master Servicer and the
Paying Agent containing such information regarding the Mortgage Loans as will
permit the Paying Agent to calculate the amounts to be distributed to the
Certificateholders pursuant to this Agreement and to furnish the Monthly
Certificateholders Report to Certificateholders required to be delivered
hereunder and containing such additional information as the Master Servicer, the
Paying Agent and the Depositor may from time to time mutually agree.

     "MASTER SERVICING FEE" means for each calendar month, as to each Mortgage
Loan, the WestShore Plaza Companion Loan and each B Note (including REO Mortgage
Loans and Defeasance Loans) but not as to any Non-Serviced Mortgage Loan (as to
which there is no Master Servicing Fee payable to the Master Servicer under this
Trust), an amount equal to the Master Servicing Fee Rate applicable to such
month (determined in the same manner (other than the rate of accrual) as the
applicable Mortgage Rate is determined for such Mortgage Loan, the WestShore
Plaza Companion Loan or B Note for such month) multiplied by the Scheduled
Principal Balance of such Mortgage Loan, the WestShore Plaza Companion Loan or B
Note immediately before the Due Date occurring in such month, subject to
reduction in respect of Compensating Interest, as set forth in Section 8.10(c).

     "MASTER SERVICING FEE RATE" means, with respect to each Mortgage Loan
(other than any Non-Serviced Mortgage Loan), the WestShore Plaza Companion Loan
and each B Note (including any Mortgage Loan relating to an REO Property), the
rate per annum specified as such on the Mortgage Loan Schedule. With respect to
a Non-Serviced Mortgage Loan, no Master Servicing Fee Rate is charged by the
Master Servicer, but the Pari Passu Loan Servicing Fee Rate is charged by the
applicable Non-Serviced Mortgage Loan Master Servicer pursuant to the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

     "MATERIAL BREACH" has the meaning set forth in Section 2.3(a).

     "MATERIAL DOCUMENT DEFECT" has the meaning set forth in Section 2.3(a).

     "MATURITY DATE" means, with respect to any Mortgage Loan, the WestShore
Plaza Companion Loan or any B Note as of any date of determination, the date on
which the last

                                      -46-
<PAGE>

payment of principal is due and payable under the related Mortgage Loan, the
WestShore Plaza Companion Loan or the related B Note, after taking into account
all Principal Prepayments received and any Deficient Valuation, Debt Service
Reduction Amount or modification of the Mortgage Loan, the WestShore Plaza
Companion Loan or a B Note occurring prior to such date of determination, but
without giving effect to (i) any acceleration of the principal of such Mortgage
Loan, the WestShore Plaza Companion Loan or B Note or (ii) any grace period
permitted by the related Mortgage Loan, the related B Note or the WestShore
Plaza Companion Loan.

     "MODIFICATION FEE" means a fee, if any, collected from a Mortgagor by the
Master Servicer in connection with a modification of any Mortgage Loan, the
WestShore Plaza Companion Loan or any B Note other than a Specially Serviced
Mortgage Loan or collected in connection with a modification by the Special
Servicer of a Specially Serviced Mortgage Loan.

     "MODIFICATION LOSS" means, with respect to each Mortgage Loan, (i) a
decrease in the Principal Balance of such Mortgage Loan as a result of a
modification thereof in accordance with the terms hereof, (ii) any expenses
connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not recovered from the
Mortgagor or (iii) in the case of a modification of such Mortgage Loan that
reduces the Mortgage Rate thereof, the excess, on each Due Date, of the amount
of interest that would have accrued at a rate equal to the original Mortgage
Rate, over interest that actually accrued on such Mortgage Loan during the
preceding Collection Period. "MONEY TERM" means with respect to any Mortgage
Loan, the WestShore Plaza Companion Loan or any B Note, the Maturity Date,
Mortgage Rate, Principal Balance, amortization term or payment frequency thereof
or any provision thereof requiring the payment of a prepayment premium, yield
maintenance charge or percentage premium in connection with a principal
prepayment (and shall not include late fees or default interest provisions).

     "MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS" means with
respect to each Collection Period, a report prepared by the Master Servicer, in
a format reasonably acceptable to the Special Servicer, the Paying Agent, the
Trustee and the Certificate Registrar, that identifies the following with
respect to such Collection Period, in all cases both on a loan-by-loan basis and
in the aggregate:

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

         (b)(i) the amount of any Workout-Delayed Reimbursement Amount that was
     reimbursed to the Master Servicer, the Special Servicer, the Trustee or the
     Fiscal Agent during such Collection Period, (ii) the extent to which any
     reimbursement of a Workout-Delayed Reimbursement Amount made during such
     Collection Period was made from principal collections on the related
     Mortgage Loan received during the Collection Period as contemplated by
     subsection (iii) of Section 5.2(a)(II), (iii) the extent to which any
     reimbursement of a Workout-Delayed Reimbursement Amount made during such
     Collection Period was made from principal collections on the remainder of
     the Mortgage Loans received during such Collection Period as contemplated
     by

                                      -47-
<PAGE>

     subsection (iii) of Section 5.2(a)(II) and (iv) the amount of any related
     Unliquidated Advances;

         (c) the amount of any Unliquidated Advances recovered from the related
     Mortgagor or otherwise from the proceeds of the related Mortgage Loan or
     REO Property on behalf of the Trust during the current Collection Period;

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

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

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

         (g)(i) the amount of any Advance reimbursed to the Master Servicer, the
     Special Servicer, the Trustee or the Fiscal Agent as a Nonrecoverable
     Advance in a prior Collection Period but recovered from the related
     Mortgagor or otherwise from the proceeds of the related Mortgage Loan or
     REO Property on behalf of the Trust during the current Collection Period
     (notwithstanding that it was previously determined to constitute a
     Nonrecoverable Advance) and (ii) the extent to which any such amount is an
     amount described by clause (I)(C) of the definition of Principal
     Distribution Amount; and

         (h) a reconciliation of Advance Interest accrued on any Workout-Delayed
     Reimbursement Amount or any Nonrecoverable Advance, any Late Fees and
     default interest collected during the related Collection Period and the
     amount of Late Fees and default interest that were applied to pay such
     Advance Interest.

     The preparation of each Monthly Additional Report on Recoveries and
Reimbursements shall constitute a responsibility of the Master Servicer and
shall not constitute a responsibility of any other party. Each Loan Periodic
Update File prepared by the Master Servicer shall be accompanied by a Monthly
Additional Report on Recoveries and Reimbursements. Notwithstanding anything in
this Agreement that suggests otherwise, the Master Servicer shall not be
required to deliver a Monthly Additional Report on Recoveries and Reimbursements
(and no Loan Periodic Update File need be accompanied by any such report)

                                      -48-
<PAGE>

with respect to any Collection Period for which all of the entries in the report
would be "zero" or "not applicable."

     "MONTHLY CERTIFICATEHOLDERS REPORT" means a report provided pursuant to
Section 5.4 by the Paying Agent monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to holders of
each Class of Certificates allocable to (A) interest accrued at the respective
Pass-Through Rates, less any Net Aggregate Prepayment Interest Shortfalls and
(B) Prepayment Premiums (including any Kimball Lane Yield Maintenance Amounts);
(iii) the number of outstanding Mortgage Loans and the aggregate Principal
Balance and Scheduled Principal Balance of the Mortgage Loans at the close of
business on such Determination Date; (iv) the number and aggregate Scheduled
Principal Balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent
60-89 days, (C) delinquent 90 or more days, (D) as to which foreclosure
proceedings have been commenced, or (E) as to which bankruptcy proceedings have
been commenced; (v) with respect to any REO Property included in the Trust, the
Principal Balance of the related Mortgage Loan as of the date of acquisition of
the REO Property and the Scheduled Principal Balance thereof; (vi) as of the
related Determination Date (A) as to any REO Property sold during the related
Collection Period, the date of the related determination by the Special Servicer
that it has recovered all payments which it expects to be finally recoverable
and the amount of the proceeds of such sale deposited into the Certificate
Account, and (B) the aggregate amount of other revenues collected by the Special
Servicer with respect to each REO Property during the related Collection Period
and credited to the Certificate Account, in each case identifying such REO
Property by the loan number of the related Mortgage Loan; (vii) the Aggregate
Certificate Balance or Notional Amount, as the case may be, of each Class of
Certificates before and after giving effect to the distribution made on such
Distribution Date; (viii) the aggregate amount of Principal Prepayments made
during the related Collection Period; (ix) the Pass-Through Rate applicable to
each Class of Certificates for such Distribution Date; (x) the aggregate amount
of the Master Servicing Fee, the Primary Servicing Fee, the Special Servicing
Fee, the Excess Servicing Fees and the fees paid to the applicable Non-Serviced
Mortgage Loan Master Servicer and the Non-Serviced Mortgage Loan Special
Servicer solely as such fees relate to the Non-Serviced Mortgage Loans; (xi) the
amount of Unpaid Interest and Realized Losses, if any, incurred with respect to
the Mortgage Loans, including a breakout by type of such Realized Losses; (xii)
the aggregate amount of Servicing Advances and P&I Advances outstanding
separately stated that have been made by the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent and the aggregate amount of Servicing
Advances and P&I Advances made by the applicable Non-Serviced Mortgage Loan
Master Servicer in respect of the Non-Serviced Mortgage Loans and the
Non-Serviced Mortgage Loan Companion Loans and (xiii) the amount of any
Appraisal Reductions effected during the related Collection Period on a
loan-by-loan basis and the total Appraisal Reductions in effect as of such
Distribution Date (and in the case of the Non-Serviced Mortgage Loans, the
amount of any appraisal reductions effected under the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement). In the case of information
furnished pursuant to subclauses (i), (ii) and (xi) above, the amounts shall be
expressed in the aggregate and as a dollar amount per $1,000 of original
principal amount of the Certificates for all Certificates of each applicable
Class.

     "MOODY'S" means Moody's Investors Service Inc. or its successor in
interest.

                                      -49-
<PAGE>

     "MORTGAGE" means the mortgage, deed of trust or other instrument securing a
Mortgage Note.

     "MORTGAGE FILE" means the mortgage documents listed below:

     (i) the original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-TOP12, without
recourse, representation or warranty" or if the original Mortgage Note is not
included therein, then a lost note affidavit with a copy of the Mortgage Note
attached thereto;

     (ii) the original Mortgage, with evidence of recording thereon, and, if the
Mortgage was executed pursuant to a power of attorney, a certified true copy of
the power of attorney certified by the public recorder's office, with evidence
of recording thereon (if recording is customary in the jurisdiction in which
such power of attorney was executed) or certified by a title insurance company
or escrow company to be a true copy thereof; provided that if such original
Mortgage cannot be delivered with evidence of recording thereon on or prior to
the 45th day following the Closing Date because of a delay caused by the public
recording office where such original Mortgage has been delivered for recordation
or because such original Mortgage has been lost, the Depositor shall deliver or
cause to be delivered to the Trustee a true and correct copy of such Mortgage,
together with (A) in the case of a delay caused by the public recording office,
an Officer's Certificate of the applicable Seller stating that such original
Mortgage has been sent to the appropriate public recording official for
recordation or (B) in the case of an original Mortgage that has been lost after
recordation, a certification by the appropriate county recording office where
such Mortgage is recorded that such copy is a true and complete copy of the
original recorded Mortgage;

     (iii) the originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (which are reflected in the Mortgage Loan
Schedule), or if such original modification, consolidation and extension
agreements have been delivered to the appropriate recording office for
recordation and either have not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or have been
lost after recordation, true copies of such modifications, consolidations and
extensions certified by the applicable Seller together with (A) in the case of a
delay caused by the public recording office, an Officer's Certificate of the
applicable Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (B) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

     (iv) an original Assignment of Mortgage for each Mortgage Loan, in form and
substance acceptable for recording, signed by the holder of record in blank or
in favor of "LaSalle Bank National Association, as Trustee for Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-TOP12;"

                                      -50-
<PAGE>

     (v) originals of all intervening assignments of Mortgage, if any, with
evidence of recording thereon or, if such original assignments of Mortgage have
been delivered to the appropriate recorder's office for recordation, certified
true copies of such assignments of Mortgage certified by the applicable Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the applicable Seller, a copy thereof certified by the applicable
Seller or, if any original intervening assignment of Mortgage has not yet been
returned on or prior to the 45th day following the Closing Date from the
applicable recording office or has been lost, a true and correct copy thereof,
together with (A) in the case of a delay caused by the public recording office,
an Officer's Certificate of the applicable Seller stating that such original
intervening assignment of Mortgage has been sent to the appropriate public
recording official for recordation or (B) in the case of an original intervening
assignment of Mortgage that has been lost after recordation, a certification by
the appropriate county recording office where such assignment is recorded that
such copy is a true and complete copy of the original recorded intervening
assignment of Mortgage;

     (vi) if the related Assignment of Leases is separate from the Mortgage, the
original of such Assignment of Leases with evidence of recording thereon or, if
such Assignment of Leases has not been returned on or prior to the 45th day
following the Closing Date from the applicable public recording office, a copy
of such Assignment of Leases certified by the applicable Seller to be a true and
complete copy of the original Assignment of Leases submitted for recording,
together with (A) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
applicable Seller to be a true and complete copy of the original assignment
submitted for recording, and (B) an original assignment of such Assignment of
Leases, in recordable form, signed by the holder of record in favor of "LaSalle
Bank National Association, as Trustee for Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-TOP12," which assignment may be effected in the related Assignment of
Mortgage;

     (vii) the original of each guaranty, if any, constituting additional
security for the repayment of such Mortgage Loan;

     (viii) the original Title Insurance Policy or in the event such original
Title Insurance Policy has not been issued, an original binder or actual title
commitment or a copy thereof certified by the title company with the original
Title Insurance Policy to follow within 180 days of the Closing Date or a
preliminary title report with an original Title Insurance Policy to follow
within 180 days of the Closing Date;

     (ix) (A) UCC financing statements (together with all assignments thereof)
and (B) UCC-2 or UCC-3 financing statements to the Trustee duly authorized and
executed and delivered in connection with the Mortgage Loan;

     (x) copies of the related ground lease(s), if any, related to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease;

                                      -51-
<PAGE>

     (xi) copies of any loan agreements, lock-box agreements and intercreditor
agreements (including, without limitation, the Intercreditor Agreement, any
Non-Serviced Mortgage Loan Intercreditor Agreement and the Loan Pair
Intercreditor Agreement, and a copy (that is, not the original) of the mortgage
note evidencing the WestShore Plaza Companion Loan and the related B Note)
related to any Mortgage Loan;

     (xii) either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be
assigned and delivered to the Trustee on behalf of the Trust with a copy to be
held by the applicable Primary Servicer (or the Master Servicer), and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, this Agreement and the applicable Primary
Servicing Agreement or (B) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be held
by the applicable Primary Servicer (or the Master Servicer) on behalf of the
Trustee, with a copy to be held by the Trustee, and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan, this Agreement and the applicable Primary Servicing Agreement (it
being understood that each Seller has agreed (a) that the proceeds of such
letter of credit belong to the Trust, (b) to notify, on or before the Closing
Date, the bank issuing the letter of credit that the letter of credit and the
proceeds thereof belong to the Trust, and to use reasonable efforts to obtain
within 30 days (but in any event to obtain within 90 days) following the Closing
Date, an acknowledgement thereof by the bank (with a copy of such
acknowledgement to be sent to the Trustee) and (c) to indemnify the Trust for
any liabilities, charges, costs, fees or other expenses accruing from the
failure of the Seller to assign the letter of credit hereunder). In the case of
clause (B) above, each Primary Servicer (and the Master Servicer) acknowledges
that any letter of credit held by it shall be held in its capacity as agent of
the Trust, and if a Primary Servicer (or Master Servicer) sells its rights to
service the applicable Mortgage Loan, the applicable Primary Servicer (or Master
Servicer) will assign the applicable letter of credit to the Trust or at the
direction of the Special Servicer to such party as the Special Servicer may
instruct, in each case, at the expense of the Primary Servicer (or Master
Servicer). The Primary Servicer (or Master Servicer) shall indemnify the Trust
for any loss caused by the ineffectiveness of such assignment;

     (xiii)   the original environmental indemnity agreement, if any, related to
any Mortgage Loan;

     (xiv)    third-party management agreements for all hotels and for such
other Mortgaged Properties securing Mortgage Loans with a Cut-Off Date Principal
Balance equal to or greater than $20,000,000;

     (xv)     any Environmental Insurance Policy;

     (xvi)    any affidavit and indemnification agreement; and

     (xvii)   with respect to any Non-Serviced Mortgage Loan, a copy of the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

     With respect to any Non-Serviced Mortgage Loan, the preceding document
delivery requirements will be met by the delivery by the Depositor of copies of
the documents


                                      -52-
<PAGE>

specified above (other than the Mortgage Notes (and all intervening
endorsements) respectively evidencing such Non-Serviced Mortgage Loan with
respect to which the originals shall be required), including a copy of such
Non-Serviced Mortgage Loan Mortgage.

     "MORTGAGE LOAN" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, and Mortgage Loan shall also include any
Defeasance Loan and any Non-Serviced Mortgage Loan (but shall not include any
Non-Serviced Mortgage Loan Companion Loan) but with respect to (i) any A/B
Mortgage Loan, shall include the A Note (but shall not include the related B
Note) and (ii) the Loan Pair, shall include the WestShore Plaza Pari Passu Loan
(but shall not include the WestShore Plaza Companion Loan).

     "MORTGAGE LOAN PURCHASE AGREEMENT" means Mortgage Loan Purchase Agreement
I, Mortgage Loan Purchase Agreement II, Mortgage Loan Purchase Agreement III,
Mortgage Loan Purchase Agreement IV or Mortgage Loan Purchase Agreement V, as
the case may be.

     "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain Mortgage Loan
Purchase Agreement between BSCMI and the Depositor dated as of October 1, 2003
with respect to the BSCMI Loans, a form of which is attached hereto as Exhibit
K-1.

     "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain Mortgage Loan
Purchase Agreement between Wells Fargo and the Depositor dated as of October 1,
2003 with respect to the Wells Fargo Loans, a form of which is attached hereto
as Exhibit K-2.

     "MORTGAGE LOAN PURCHASE AGREEMENT III" means that certain Mortgage Loan
Purchase Agreement between Principal and the Depositor dated as of October 1,
2003 with respect to the Principal Loans, a form of which is attached hereto as
Exhibit K-3.

     "MORTGAGE LOAN PURCHASE AGREEMENT IV" means that certain Mortgage Loan
Purchase Agreement between MSMC and the Depositor dated as of October 1, 2003
with respect to the MSMC Loans, a form of which is attached hereto as Exhibit
K-4.

     "MORTGAGE LOAN PURCHASE AGREEMENT V" means that certain
Mortgage Loan Purchase Agreement between JHREF and the Depositor dated as of
October 1, 2003 with respect to the JHREF Loans, a form of which is attached
hereto as Exhibit K-5.

     "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means collectively the schedule
attached hereto as Schedule I, which identifies each BSCMI Loan, the schedule
attached hereto as Schedule II, which identifies each Wells Fargo Loan, the
schedule attached hereto as Schedule III, which identifies each Principal Loan,
the schedule attached hereto as Schedule IV, which identifies each MSMC Loan and
the schedule attached hereto as Schedule V, which identifies each JHREF Loan as
such schedules may be amended from time to time pursuant to Section 2.3.

     "MORTGAGE NOTE" means the note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.



                                      -53-
<PAGE>

     "MORTGAGE RATE" means, for a given Mortgage Loan, the WestShore Plaza
Companion Loan or a B Note, the per annum rate at which interest accrues on such
Mortgage Loan, the WestShore Plaza Companion Loan or B Note. In connection with
the Kimball Lane Loan, the Mortgage Rate shall be the per annum rate equal to
the "Note A Interest Rate" as defined in the related Intercreditor Agreement.

     "MORTGAGED PROPERTY" means the real property, together with improvements
thereto, securing the indebtedness of the Mortgagor under the related Mortgage
Loan and, in the case of an A/B Mortgage Loan, the related B Note and, in the
case of the Loan Pair, the WestShore Plaza Companion Loan.

     "MORTGAGEE" means, with respect to any Mortgage as of any date
of determination, the mortgagee named therein as of such date.

     "MORTGAGOR" means the obligor on a Mortgage Note.

     "MSMC" has the meaning set forth in the Preliminary Statement
hereto.

     "MSMC LOANS" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to the Mortgage Loan Purchase Agreement IV and shown on
Schedule IV hereto.

     "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means for any Distribution
Date, with respect to all Mortgage Loans which are not Specially Serviced
Mortgage Loans, the excess, if any, of aggregate Prepayment Interest Shortfalls
for such Mortgage Loans over the sum of (A) the Compensating Interest to be paid
by the Master Servicer on such Distribution Date and (B) the aggregate
Prepayment Interest Excesses for such Collection Period for all Mortgage Loans
which are not Specially Serviced Mortgage Loans.

     "NEW LEASE" means any lease of any REO Property entered into on behalf of
the Trust, including any lease renewed or extended on behalf of the Trust if the
Trust has the right to renegotiate the terms of such lease.

     "1933 ACT" means the Securities Act of 1933, as amended.

     "1934 ACT" means the Securities Exchange Act of 1934, as amended.

     "NONDISQUALIFICATION OPINION" means a written Opinion of Counsel to the
effect that a contemplated action (i) will neither cause any REMIC Pool to fail
to qualify as a REMIC at any time that any Certificates are outstanding nor
cause a "prohibited transaction," "prohibited contribution" or any other tax
(other than a tax on "net income from foreclosure property" permitted to be
incurred under this Agreement) to be imposed on any REMIC Pool or the Trust and
(ii) will not cause the Grantor Trust to fail to qualify as a grantor trust.

     "NONECONOMIC RESIDUAL INTEREST" means a residual interest that is a
"noneconomic residual interest" within the meaning of Treasury Regulation
Section 1.860E-1(c).

     "NON-INVESTMENT GRADE CERTIFICATES" means each Class of Certificates that,
at the time of transfer, is not rated in one of the four highest generic rating
categories by at least one of Moody's or Fitch.

                                      -54-
<PAGE>


     "NONRECOVERABLE ADVANCE" means any of the following: (i) any Pari Passu
Loan Nonrecoverable Advance (including interest accrued thereon at the Advance
Rate) and (ii) the portion of any Advance (including interest accrued thereon at
the Advance Rate) or Unliquidated Advance (not including interest thereon)
previously made or proposed to be made by the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, that, in its respective sole
discretion, exercised in good faith and, with respect to the Master Servicer and
the Special Servicer, taking into account the Servicing Standard, will not be
or, in the case of a current delinquency, would not be, ultimately recoverable,
from Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or Purchase
Proceeds (or from any other collections) with respect to the related Mortgage
Loan or the WestShore Plaza Companion Loan (and taking into consideration any
Crossed Mortgage Loans) (in the case of Servicing Advances) or B Note (in the
case of Servicing Advances) or REO Property (in the case of P&I Advances and
Servicing Advances), as evidenced by an Officer's Certificate delivered pursuant
to Section 4.4. Such Officer's Certificate shall be delivered to the Trustee
(upon which the Trustee may conclusively rely) or to the Depositor (if the
Trustee or the Fiscal Agent is delivering such Officer's Certificate) and (in
either case) to the Special Servicer and the Paying Agent in the time periods as
specified in Section 4.4 and shall include the information and reports set forth
in Section 4.4. Absent bad faith, the Master Servicer's determination as to the
recoverability of any Advance shall be conclusive and binding on the
Certificateholders and, in the case of any B Note or the WestShore Plaza
Companion Loan, the holder of the B Note or the WestShore Plaza Companion Loan,
as applicable, and may, in all cases, be relied on by the Trustee and the Fiscal
Agent; provided, however, that the Special Servicer may, at its option, make a
determination in accordance with the Servicing Standard that any P&I Advance or
Servicing Advance, if made, be a Nonrecoverable Advance and shall deliver to the
Master Servicer and the Trustee notice of such determination. Absent bad faith,
any such determination shall be conclusive and binding on the
Certificateholders, the Master Servicer, the Trustee and the Fiscal Agent.
Absent bad faith, and pursuant to Section 4.1A of this Agreement, any
determination as to the recoverability of any advance made with respect to any
Non-Serviced Mortgage Loan by the Master Servicer or any Other Master Servicer
shall be conclusive and binding on the Certificateholders and may, in all cases,
be relied on by the Trustee, the Fiscal Agent and the Master Servicer. In making
any nonrecoverability determination as described above, the relevant party shall
be entitled (i) to consider (among other things) the obligations of the
Mortgagor under the terms of the Mortgage Loan as it may have been modified,
(ii) to consider (among other things) the related Mortgaged Properties in their
"as is" then-current conditions and occupancies and such party's assumptions
(consistent with the Servicing Standard in the case of the Master Servicer or
the Special Servicer) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, (iii) to estimate and
consider, consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer (among other things), future expenses and (iv)
to estimate and consider, consistent with the Servicing Standard (among other
things), the timing of recovery to such party. In addition, the relevant party
may, consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer, update or change its nonrecoverability determinations
at any time in accordance with the terms hereof and may, consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer,
obtain from the Special Servicer any analysis, appraisals or other information
in the possession of the Special Servicer for such purposes.


                                      -55-
<PAGE>

     "NON-REGISTERED CERTIFICATE" means unless and until registered under the
Securities Act, any Class X, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class O or Residual Certificate.

     "NON-SERVICED MORTGAGE LOAN" means the Berkeley & Brown Pari Passu Loan and
the RSA Pari Passu Loan.

     "NON-SERVICED MORTGAGE LOAN COMPANION LOANS" means the Berkeley & Brown
Companion Loans and the RSA Companion Loan.

     "NON-SERVICED MORTGAGE LOAN FISCAL AGENT" means the applicable "fiscal
agent" under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.

     "NON-SERVICED MORTGAGE LOAN INTERCREDITOR AGREEMENT" means, (i) with
respect to Mortgage Loan No. 3, that certain intercreditor agreement, dated
September 30, 2003, by and between the holders of the Berkeley & Brown Pari
Passu Loan, the Berkeley & Brown Companion Loans and the holders of the related
subordinated notes relating to the relative rights of such holders, as the same
may be amended from time to time in accordance with the terms thereof and (ii)
with respect to Mortgage Loan No. 29, that certain intercreditor agreement, by
and between the holders of the RSA Pari Passu Loan and the RSA Companion Loan,
as the same may be amended from time to time in accordance with the terms
thereof.

     "NON-SERVICED MORTGAGE LOAN MASTER SERVICER" means the applicable "master
servicer" under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.

     "NON-SERVICED MORTGAGE LOAN MORTGAGE" means the Berkeley & Brown Pari Passu
Mortgage and the RSA Pari Passu Mortgage, as applicable.

     "NON-SERVICED MORTGAGE LOAN POOLING AND SERVICING AGREEMENT" means the
2003-IQ5 Pooling and Servicing Agreement and the 2003-TOP11 Pooling and
Servicing Agreement, as applicable.

     "NON-SERVICED MORTGAGE LOAN SPECIAL SERVICER" means the applicable "special
servicer" under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.

     "NON-SERVICED MORTGAGE LOAN TRUSTEE" means the applicable "trustee" under
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

     "NOTIONAL AMOUNT" means, as of any date of determination: (i)
with respect to all of the Class X-1 Certificates as a Class, the Class X-1
Notional Amount as of such date of determination; (ii) with respect to any Class
X-1 Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-1 Notional Amount as of such date of determination;
(iii) with respect to all of the Class X-2 Certificates as a Class, the Class
X-2 Notional Amount as of such date of determination and (iv) with respect to
any Class X-2 Certificate, the product of the Percentage Interest evidenced by
such Certificate and the Class X-2 Notional Amount as of such date of
determination.

     "OFFICER'S CERTIFICATE" means (v) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior


                                      -56-
<PAGE>

Vice President, Vice President or Assistant Vice President, and by one or more
of the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Depositor, or (w) in the case of the Master Servicer and the
Special Servicer, any of the officers referred to above or an employee thereof
designated as a Servicing Officer or Special Servicing Officer pursuant to this
Agreement, (x) in the case of the Trustee or the Fiscal Agent, a certificate
signed by a Responsible Officer, (y) in the case of a Seller, a certificate
signed by one or more of the Chairman of the Board, any Vice Chairman, any
Managing Director or Director, the President, or any Executive Vice President,
any Senior Vice President, Vice President, Second Vice President or Assistant
Vice President and (z) in the case of the Paying Agent, a certificate signed by
a Responsible Officer, each with specific responsibilities for the matters
contemplated by this Agreement.

     "OPERATING ADVISER" shall mean the Person elected to serve as the Operating
Adviser pursuant to Section 9.37(a).

     "OPINION OF COUNSEL" means a written opinion of counsel addressed to the
Trustee and the Paying Agent, reasonably acceptable in form and substance to the
Trustee and the Paying Agent, and who is not in-house counsel to the party
required to deliver such opinion but who, in the good faith judgment of the
Trustee and the Paying Agent, is Independent outside counsel knowledgeable of
the issues occurring in the practice of securitization with respect to any such
opinion of counsel concerning the taxation, or status as a REMIC for tax
purposes, of the Trust or any REMIC Pool.

     "OPTION PURCHASE PRICE" has the meaning set forth in Section 9.36(b)
hereof.

     "OTHER ADVANCE REPORT DATE" means with respect to a Berkeley & Brown
Companion Loan, the RSA Companion Loan or the WestShore Plaza Companion Loan, as
applicable, which has been deposited into a commercial mortgage securitization
trust, the date under the related Other Companion Loan Pooling and Servicing
Agreement that the related Other Master Servicer is required (pursuant to the
terms thereof) to make a determination as to whether it will make a P&I Advance
as required under such Other Companion Loan Pooling and Servicing Agreement.

     "OTHER COMPANION LOAN POOLING AND SERVICING AGREEMENT" means the 2003-IQ5
Pooling and Servicing Agreement or any pooling and servicing agreement relating
to a Berkeley & Brown Companion Loan, the RSA Companion Loan or a WestShore
Plaza Companion Loan that creates a commercial mortgage securitization trust, as
applicable.

     "OTHER MASTER SERVICER" means the 2003-IQ5 Master Servicer or any other
master servicer under an Other Companion Loan Pooling and Servicing Agreement
relating to a Berkeley & Brown Companion Loan, the RSA Companion Loan or a
WestShore Plaza Companion Loan, as applicable.

     "OTHER OPERATING ADVISER" has the meaning set forth in Section 9.4(d)
hereof.

     "OTHER POOLING AND SERVICING AGREEMENT" has the meaning set forth in
Section 9.4(d) hereof.

     "OTHER SECURITIZATION" has the meaning set forth in Section 9.4(d) hereof.

                                      -57-
<PAGE>

     "OTHER SPECIAL SERVICER" has the meaning set forth in Section 9.4(d)
hereof.

     "OWNERSHIP INTEREST" means, as to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

     "P&I ADVANCE" shall mean, (i) with respect to any Mortgage Loan or
Specially Serviced Mortgage Loan (other than the WestShore Plaza Companion Loan
or a B Note) as to which all or a portion of the Scheduled Payment (other than a
Balloon Payment) due during the related Collection Period was not received by
the Master Servicer as of the related Determination Date (subject to Section
5.1(h)), the portion of such Scheduled Payment not received; (ii) with respect
to any Balloon Mortgage Loan (including any REO Property as to which the related
Mortgage Loan provided for a Balloon Payment) as to which a Balloon Payment was
due during or prior to the related Collection Period but was delinquent, in
whole or in part, as of the related Determination Date, an amount equal to the
excess, if any, of the Assumed Scheduled Payment for such Balloon Mortgage Loan
for the related Collection Period, over any Late Collections received in respect
of such Balloon Payment during such Collection Period; and (iii) with respect to
each REO Property, an amount equal to the excess, if any, of the Assumed
Scheduled Payment for the Mortgage Loan related to such REO Property during the
related Collection Period, over remittances of REO Income to the Master Servicer
by the Special Servicer, reduced by any amounts required to be paid as taxes on
such REO Income (including taxes imposed pursuant to Section 860G(c) of the
Code); provided, however, that the interest portion of any Scheduled Payment or
Assumed Scheduled Payment shall be advanced at a per annum rate equal to the sum
of the REMIC I Net Mortgage Rate or Kimball Lane Loan REMIC Net Mortgage Rate,
as applicable, relating to such Mortgage Loan or such REO Mortgage Loan and the
Trustee Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment
to be advanced as a P&I Advance shall be net of the Master Servicing Fee, the
Excess Servicing Fee and the Primary Servicing Fees; and provided, further, that
the Scheduled Payment or Assumed Scheduled Payment for any Mortgage Loan which
has been modified shall be calculated based on its terms as modified and
provided, further, that the interest component of any P&I Advance with respect
to a Mortgage Loan as to which there has been an Appraisal Reduction shall be an
amount equal to the product of (i) the amount of interest required to be
advanced without giving effect to this proviso and (ii) a fraction, the
numerator of which is the Principal Balance of such Mortgage Loan as of the
immediately preceding Determination Date less any Appraisal Reduction applicable
to such Mortgage Loan (or, in the case of the Berkeley & Brown Pari Passu Loan,
the RSA Pari Passu Loan and the WestShore Plaza Pari Passu Loan, the portion
thereof allocable (based upon their respective Principal Balances) to the
Berkeley & Brown Pari Passu Loan, the RSA Pari Passu Loan or the WestShore Plaza
Pari Passu Loan under the related Intercreditor Agreement or the Loan Pair
Intercreditor Agreement and Section 1.6 of this Agreement) and the denominator
of which is the Principal Balance of such Mortgage Loan as of such Determination
Date. All P&I Advances for any Mortgage Loans that have been modified shall be
calculated on the basis of their terms as modified.

     "P&I ADVANCE AMOUNT" means, with respect to any Mortgage Loan or any REO
Property, the amount of the P&I Advance for each Mortgage Loan computed for any
Distribution Date.

                                      -58-


<PAGE>

     "PARI PASSU LOAN NONRECOVERABLE ADVANCE" means any "Nonrecoverable
Servicing Advance" (as defined in the related Non-Serviced Mortgage Loan Pooling
and Servicing Agreement) made with respect to any Non-Serviced Mortgage Loan
pursuant to and in accordance with the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement; provided that if the applicable Non-Serviced
Mortgage Loan Master Servicer shall have made a "Servicing Advance" (as defined
in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in
the nature of an expenditure benefiting the related Mortgaged Property
generally, the portion thereof attributable to any Non-Serviced Mortgage Loan
shall be determined based on the outstanding balances of such Non-Serviced
Mortgage Loan and all the related pari passu loans secured by such Non-Serviced
Mortgage Loan Mortgage on a pari passu basis on the date such advance was made.

     "PARI PASSU LOAN SERVICING FEE RATE" means the "Master
Servicing Fee Rate" and any other servicing fee rate (other than those payable
to the applicable Non-Serviced Mortgage Loan Master Servicer) applicable to any
Non-Serviced Mortgage Loan as defined in the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement.

     "PARTICIPANT" means a broker, dealer, bank, other financial institution or
other Person for whom the Clearing Agency effects book-entry transfers and
pledges of securities deposited with the Clearing Agency.

     "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect to the
Kimball Lane Loan REMIC Regular Interest, any Class of REMIC I Regular
Interests, REMIC II Regular Interests or REMIC Regular Certificates, other than
the Class X, Class B, Class C, Class D, Class E, Class F and Class G
Certificates, for the first Distribution Date, the rate set forth in the
Preliminary Statement hereto (subject to the calculations set forth in the
following sentence). For any Distribution Date occurring thereafter (and with
respect to the Class X, Class B, Class C, Class D, Class E, Class F and Class G
Certificates, for each Distribution Date), the Pass-Through Rates for (i) the
Kimball Lane Loan REMIC Regular Interest shall equal the Kimball Lane Loan REMIC
Net Mortgage Rate on the Kimball Lane Loan for such Distribution Date, (ii) the
REMIC I Regular Interests shall equal the REMIC I Net Mortgage Rate on the
related Mortgage Loan for such Distribution Date, (iii) the REMIC II Regular
Interests shall equal the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (iv) the Class A-1, Class A-2 and Class A-3 Certificates, the
fixed rate corresponding to such Class set forth in the Preliminary Statement
hereto, (v) the Class A-4 Certificates shall equal the lesser of (A) 4.68% per
annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (vi) the Class B Certificates shall equal the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date less 0.43%, (vii)
the Class C Certificates shall equal the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date less 0.31%, (viii) the Class D Certificates
shall equal the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date less 0.04%, (ix) the Class E, Class F and Class G Certificates shall equal
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (x)
the Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates shall equal the lesser of (A) 4.941% per annum and (B) the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date, (xi) the Class X-1
Certificates, the per annum rate equal to the product of the Accrued Certificate
Interest thereon for such Distribution Date and 12, divided by the Class X-1
Notional Amount and (xii) the Class X-2 Certificates, the per annum rate equal
to the product of the Accrued Certificate Interest thereon for such Distribution
Date and 12, divided by the Class X-2 Notional

                                      -59-
<PAGE>

Amount. The Pass-Through Rate for the Class A-1A Component, the Class A-1B
Component, the Class A-1C Component and the Class A-1D Component shall equal the
Pass-Through Rate of the Class A-1 Certificates. The Pass-Through Rate for the
Class A-2A Component and the Class A-2B Component shall equal the Pass-Through
Rate of the Class A-2 Certificates. The Pass-Through Rate for the Class A-3A
Component, the Class A-3B Component and the Class A-3C Component shall equal the
Pass-Through Rate of the Class A-3 Certificates. The Pass-Through Rate for the
Class A-4A Component, the Class A-4B Component and the Class A-4C Component
shall equal the Pass-Through Rate of the Class A-4 Certificates. The
Pass-Through Rate for the Class B-1 Component, the Class B-2 Component and the
Class B-3 Component shall equal the Pass-Through Rate of the Class B
Certificates. The Pass-Through Rate for the Class C-1 Component, the Class C-2
Component and the Class C-3 Component shall equal the Pass-Through Rate of the
Class C Certificates. The Pass-Through Rate for the Class D-1 Component and the
Class D-2 Component shall equal the Pass-Through Rate of the Class D
Certificates. The Pass-Through Rate for the Class E-1 Component and the Class
E-2 Component shall equal the Pass-Through Rate of the Class E Certificates. The
Pass-Through Rate for the Class H-1 Component and the Class H-2 Component shall
equal the Pass-Through Rate of the Class H Certificates.

     "PAYING AGENT" means Wells Fargo Bank Minnesota, National Association and
any successor or assign, as provided herein. The Luxembourg Paying Agent shall
not be the Paying Agent and the duties of the Luxembourg Paying Agent shall be
distinct from the duties of the Paying Agent.

     "PAYING AGENT FEE" means the portion of the Trustee Fee payable to the
Paying Agent in an amount agreed to between the Trustee and the Paying Agent.

     "PERCENTAGE INTEREST" means with respect to each Class of Certificates
other than the Residual Certificates, the fraction of such Class evidenced by
such Certificate, expressed as a percentage (carried to four decimal places and
rounded, if necessary), the numerator of which is the Certificate Balance or
Notional Amount, as applicable, represented by such Certificate determined as of
the Closing Date (as stated on the face of such Certificate) and the denominator
of which is the Aggregate Certificate Balance or Notional Amount, as applicable,
of all of the Certificates of such Class determined as of the Closing Date. With
respect to each Residual Certificate, the percentage interest in distributions
(if any) to be made with respect to the relevant Class, as stated on the face of
such Certificate.

     "PERFORMING PARTY" has the meaning set forth in Section
8.26(b).

     "PERMITTED TRANSFEREE" means any Transferee other than a Disqualified
Organization.

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

     "PHASE I ENVIRONMENTAL REPORT" means a report by an Independent Person who
regularly conducts environmental site assessments in accordance with then
current standards

                                      -60-
<PAGE>

imposed by institutional commercial mortgage lenders and who has a reasonable
amount of experience conducting such assessments.

     "PLACEMENT AGENT" means Bear, Stearns & Co. Inc., Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Wells Fargo Brokerage Services, LLC or
its respective successor in interest.

     "PLAN" has the meaning set forth in Section 3.3(d).

     "PLAN ASSET REGULATIONS" means the Department of Labor regulations set
forth in 29 C.F.R.(Section)2510.3-101.

     "PRELIMINARY PROSPECTUS SUPPLEMENT" has the meaning set forth in the
Preliminary Statement hereto.

     "PREPAYMENT INTEREST EXCESS" means for any Distribution Date and the
related Collection Period, during which a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) is made after the Due Date for
such Mortgage Loan through and including the last day of the Collection Period,
the amount of interest that accrues on the amount of such Principal Prepayment
from such Due Date to the date such payment was made, plus (if made) any payment
by the Mortgagor of interest that would have accrued to the next succeeding Due
Date (net of the Master Servicing Fee, the Primary Servicing Fees, the Excess
Servicing Fees, the Special Servicing Fee, the Trustee Fee and the servicing fee
and trustee fee payable in connection with any Non-Serviced Mortgage Loan (in
the case of any Non-Serviced Mortgage Loan), to the extent collected.

     "PREPAYMENT INTEREST SHORTFALL" means, with respect to any Distribution
Date, a shortfall in the collection of a full month's interest on any Mortgage
Loan, by reason of a full or partial Principal Prepayment (including payment of
a Balloon Payment other than in connection with the foreclosure or liquidation
of a Mortgage Loan) made during any Collection Period prior to the Due Date for
such Mortgage Loan in such Collection Period (including any shortfall resulting
from such a payment during the grace period relating to such Due Date). The
amount of any Prepayment Interest Shortfall shall equal the excess of (A) the
aggregate amount of interest which would have accrued on the Scheduled Principal
Balance of such Mortgage Loan if the Mortgage Loan had paid on its Due Date and
such Principal Prepayment or Balloon Payment had not been made (net of the
Master Servicing Fee, the Primary Servicing Fees, the Excess Servicing Fees, the
Special Servicing Fee, the Trustee Fee and the servicing fee payable in
connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced
Mortgage Loan)) over (B) the aggregate interest that did so accrue through the
date such payment was made (net of such fees). A Prepayment Interest Shortfall
in respect of the Kimball Lane Loan shall be a Prepayment Interest Shortfall in
respect of the Kimball Lane Loan REMIC Regular Interest.

     "PREPAYMENT PREMIUM" means, with respect to any Mortgage Loan, the
WestShore Plaza Companion Loan or any B Note for any Distribution Date, the
prepayment premiums, yield maintenance charges or percentage premiums, if any,
received during the

                                      -61-

<PAGE>

related Collection Period in connection with Principal Prepayments on such
Mortgage Loan, the WestShore Plaza Companion Loan or B Note.

     "PRIMARY COLLATERAL" means the portion of the Mortgaged
Property securing the Repurchased Loan or Crossed-Mortgage Loan, as applicable,
that is encumbered by a first mortgage lien.


     "PRIMARY SERVICERS" means Principal Global Investors, LLC and JHREF and
each of their respective permitted successors and assigns.

     "PRIMARY SERVICING AGREEMENT" means, with respect to each Primary Servicer,
the agreement between such Primary Servicer and the Master Servicer, dated as of
October 1, 2003, a form of which is attached hereto as Exhibit G, under which
such Primary Servicer services the Mortgage Loans set forth on the schedule
attached thereto.

     "PRIMARY SERVICING FEE" means, for each calendar month, as to each Mortgage
Loan, the applicable Primary Servicing Fee Rate multiplied by the Scheduled
Principal Balance of such Mortgage Loan immediately before the Due Date
occurring in such month, but prorated for the number of days during the calendar
month for such Mortgage Loan for which interest actually accrues on such
Mortgage Loan and payable only from collections on such Mortgage Loan.

     "PRIMARY SERVICING FEE RATE" means, the monthly fee payable to the
applicable Primary Servicer (or the Master Servicer, as applicable) based on the
per annum rate specified on the Mortgage Loan Schedule, as more specifically
described, in the case of the Primary Servicer, in the applicable Primary
Servicing Agreement (determined in the same manner (other than the rate of
accrual) as the applicable Mortgage Rate is determined for such Mortgage Loan
for such month).

     "PRINCIPAL" has the meaning set forth in the Preliminary Statement hereto.

     "PRINCIPAL BALANCE" means, with respect to any Mortgage Loan, the WestShore
Plaza Companion Loan, any B Note or REO Mortgage Loan, for purposes of
performing calculations with respect to any Distribution Date, the principal
balance of such Mortgage Loan, the WestShore Plaza Companion Loan, B Note or the
related REO Mortgage Loan outstanding as of the Cut-Off Date after taking into
account all principal and interest payments made or due on or prior to the
Cut-Off Date (assuming, for any Mortgage Loan, the WestShore Plaza Companion
Loan or any B Note with a Due Date in October 2003 that is not October 1, 2003,
that principal and interest payments for such month were paid on October 1,
2003), reduced (to not less than zero) by (i) any payments or other collections
of amounts allocable to principal on such Mortgage Loan, the WestShore Plaza
Companion Loan, any B Note or any related REO Mortgage Loan that have been
collected or received during any preceding Collection Period, other than any
Scheduled Payments due in any subsequent Collection Period, and (ii) any
Realized Principal Loss incurred in respect of such Mortgage Loan or related REO
Mortgage Loan during any related Collection Period.

     "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the Class A-1, Class
A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates.

                                      -62-
<PAGE>


     "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution Date, the amount
equal to the excess, if any, of

     (I) the sum of:

     (A) the aggregate (without duplication) of the following:

     (i) the principal portion of all Scheduled Payments (other than the
principal portion of Balloon Payments) and any Assumed Scheduled Payments, in
each case, to the extent received or advanced, as the case may be, in respect of
the Mortgage Loans and any REO Mortgage Loans (but not in respect of the
WestShore Plaza Companion Loan or any B Note or its successor REO Mortgage Loan)
for their respective Due Dates occurring during the related Collection Period;
and

     (ii) all payments (including Principal Prepayments and the principal
portion of Balloon Payments but not in respect of the WestShore Plaza Companion
Loan or any B Note or its respective successor REO Mortgage Loan) and any other
collections (including Liquidation Proceeds (other than the portion thereof, if
any, constituting Excess Liquidation Proceeds), Condemnation Proceeds, Insurance
Proceeds, Purchase Proceeds and REO Income) received on or in respect of the
Mortgage Loans during the related Collection Period and that were identified and
applied by the Master Servicer as recoveries of principal thereof;

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

     (C) the aggregate amount of any collections identified and
applied by the Master Servicer as recoveries of principal and received on or in
respect of the Mortgage Loans during the related Collection Period that, in each
case, represents a recovery of an amount previously determined (in a Collection
Period for a prior Distribution Date) to have been a Nonrecoverable Advance and
for which a deduction was made under clause (II)(B) below with respect to a
prior Distribution Date, and which are applied pursuant to Section 6.6(c)(i);
over

     (II) the sum of:

     (A) the aggregate amount of Workout-Delayed Reimbursement Amounts (and
Advance Interest thereon) that was reimbursed or paid during the related
Collection Period to one or more of the Master Servicer, the Special Servicer,
the Trustee and the Fiscal Agent from principal collections on the Mortgage
Loans pursuant to subsection (iii) of Section 5.2(a)(II); and

     (B) the aggregate amount of Nonrecoverable Advances (and Advance Interest
thereon) that was reimbursed or paid during the related Collection Period to one
or more of the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent during the related Collection Period from principal collections on the
Mortgage Loans pursuant to subsection (iv) of Section 5.2(a)(II).


                                      -63-
<PAGE>

     "PRINCIPAL LOANS" means, collectively those Mortgage Loans
sold to the Depositor pursuant to Mortgage Loan Purchase Agreement III and shown
on Schedule III hereto.

     "PRINCIPAL PREPAYMENT" means any voluntary or involuntary payment or
collection of principal on a Mortgage Loan, the WestShore Plaza Companion Loan
or a B Note which is received or recovered in advance of its scheduled Due Date
and applied to reduce the Principal Balance of the Mortgage Loan, the WestShore
Plaza Companion Loan or B Note in advance of its scheduled Due Date, including,
without limitation, all proceeds, to the extent allocable to principal, received
from the payment of cash in connection with a substitution shortfall pursuant to
Section 2.3; provided, that the pledge by a Mortgagor of Defeasance Collateral
with respect to a Defeasance Loan shall not be deemed to be a Principal
Prepayment.

     "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement Memorandum dated
October 1, 2003, pursuant to which the Class X-1, Class X-2, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates will be offered for sale.

     "PROSPECTUS" has the meaning set forth in the Preliminary Statement hereto.

     "PURCHASE PRICE" means, with respect to the purchase by the Seller or
liquidation by the Special Servicer of (i) a Mortgage Loan or an REO Mortgage
Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage Loan
pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.36 under
the circumstances described therein, a price equal to the sum of (A) 100% of the
unpaid Principal Balance of such Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan), plus (B) accrued but unpaid interest thereon
calculated at the Mortgage Rate to, but not including, the Due Date in the
Collection Period in which such purchase or liquidation occurs, plus (C) the
amount of any expenses related to such Mortgage Loan and/or (if applicable) the
WestShore Plaza Companion Loan or the related B Note or the related REO Property
(including any Servicing Advances and Advance Interest thereon (which have not
been paid by the Mortgagor or out of Late Fees or default interest paid by the
related Mortgagor on the related Mortgage Loan and/or (if applicable) the
WestShore Plaza Companion Loan or the related B Note) related to such Mortgage
Loan and/or (if applicable) the WestShore Plaza Companion Loan or the related B
Note and all Special Servicing Fees and Liquidation Fees paid with respect to
the Mortgage Loan and/or (if applicable) the WestShore Plaza Companion Loan or
the related B Note) that are reimbursable or payable to the Master Servicer, the
Special Servicer, the Paying Agent, the Trustee, the Fiscal Agent, any
Non-Serviced Mortgage Loan Master Servicer or any Non-Serviced Mortgage Loan
Special Servicer, plus (D) if such Mortgage Loan or REO Mortgage Loan is being
repurchased or substituted for by a Seller pursuant to the related Mortgage Loan
Purchase Agreement, all expenses reasonably incurred or to be incurred by a
Primary Servicer, the Master Servicer, the Special Servicer, the Depositor, the
Paying Agent or the Trustee in respect of the Material Breach or Material
Document Defect giving rise to the repurchase or substitution obligation (and
that are not otherwise included in (C) above).

     "PURCHASE PROCEEDS" means any cash amounts received by the Master Servicer
in connection with: (i) the repurchase of a Mortgage Loan or an REO Mortgage
Loan by a Seller pursuant to Section 2.3 or (ii) the purchase of the Mortgage
Loans and REO Properties by the


                                      -64-

<PAGE>

Depositor, the Master Servicer, the Special Servicer or the holders of the Class
R-I Certificates pursuant to Section 10.1(b).

     "QUALIFIED BIDDER" means (A) as used in section 8.29(c), a Person qualified
to act as successor Master Servicer hereunder pursuant to Section 8.22(b)
(including the requirement set forth in Section 8.22(b) that Rating Agency
Confirmation shall have been obtained from each Rating Agency with respect to
such Person) and (B) as used in Section 9.31(c), any Person qualified to act as
successor Special Servicer hereunder pursuant to Section 9.21(b) (including the
requirement set forth in Section 9.21(b) that Rating Agency Confirmation shall
have been obtained form each Rating Agency with respect to such Person).

     "QUALIFIED INSTITUTIONAL BUYER" means a qualified institutional buyer
qualifying pursuant to Rule 144A.

     "QUALIFIED INSURER" means, (i) with respect to any Mortgage Loan, the
WestShore Plaza Companion Loan or any B Note, an insurance company duly
qualified as such under the laws of the state in which the related Mortgaged
Property is located, duly authorized and licensed in such state to transact the
applicable insurance business and to write the insurance, but in no event rated
lower than "A2" by Moody's, if rated by Moody's or if not rated by Moody's, then
Moody's has issued a Rating Agency Confirmation and "A" by Fitch if rated by
Fitch or if not rated by Fitch, then Fitch has issued a Rating Agency
Confirmation, and (ii) with respect to the Servicer Errors and Omissions
Insurance Policy or Servicer Fidelity Bond an insurance company that has a claim
paying ability no lower than "A2" by Moody's if rated by Moody's, or if not
rated by Moody's, then Moody's has issued a Rating Agency Confirmation, and "A"
by Fitch if rated by Fitch or if not rated by Fitch, then as to which Fitch has
issued a Rating Agency Confirmation, or (iii) in either case, a company not
satisfying clause (i) or (ii) but with respect to which a Rating Agency
Confirmation is obtained. "Qualified Insurer" shall also mean any entity that
satisfies all of the criteria, other than the ratings criteria, set forth in one
of the foregoing clauses and whose obligations under the related insurance
policy are guaranteed or backed by an entity that satisfies the ratings criteria
set forth in such clause (construed as if such entity were an insurance company
referred to therein).

     "QUALIFYING SUBSTITUTE MORTGAGE LOAN" means, in the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on the date of
substitution, (i) has an outstanding principal balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution, not
in excess of the Principal Balance of the Deleted Mortgage Loan; provided,
however, that, to the extent that the principal balance of such Mortgage Loan is
less than the Principal Balance of the Deleted Mortgage Loan, then such
differential in principal amount, together with interest thereon at the Mortgage
Rate on the related Mortgage Loan from the date as to which interest was last
paid through the last day of the month in which such substitution occurs, shall
be paid by the party effecting such substitution to the Master Servicer for
deposit into the Certificate Account, and shall be treated as a Principal
Prepayment hereunder; (ii) is accruing interest at a rate of interest at least
equal to that of the Deleted Mortgage Loan; (iii) has a remaining term to stated
maturity not greater than, and not more than two years less than, that of the
Deleted Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher than
that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal to
the outstanding principal balance on the date of substitution divided by its
current Appraised Value) not higher than the current Loan-to-Value Ratio of the
Deleted Mortgage Loan

                                      -65-

<PAGE>

and has a current Debt Service Coverage Ratio equal to or greater than the
current Debt Service Coverage Ratio of the Deleted Mortgage Loan; (v) will
comply with all of the representations and warranties relating to Mortgage Loans
set forth herein, as of the date of substitution; (vi) has a Phase I
Environmental Report relating to the related Mortgaged Property in its Mortgage
Files and such Phase I Environmental Report does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard raise material issues that have not been adequately addressed; (vii)
has an engineering report relating to the related Mortgaged Property in its
Mortgage Files and such engineering report does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard raise material issues that have not been adequately addressed; and
(viii) as to which the Trustee and the Paying Agent have received an Opinion of
Counsel, at the related Seller's expense, that such Mortgage Loan is a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Code; provided that no Mortgage Loan may have a Maturity Date after the date
three years prior to the Rated Final Distribution Date, and provided, further,
that no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan
unless Rating Agency Confirmation is obtained, and provided, further that no
such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless the
Operating Adviser shall have approved of such substitution (provided, however,
that such approval of the Operating Adviser may not be unreasonably withheld).
In the event that either one mortgage loan is substituted for more than one
Deleted Mortgage Loan or more than one mortgage loan is substituted for one or
more Deleted Mortgage Loans, then (A) the Principal Balance referred to in
clause (i) above shall be determined on the basis of aggregate Principal
Balances and (B) the rates referred to in clause (ii) above and the remaining
term to stated maturity referred to in clause (iii) above shall be determined on
a weighted average basis (provided, that the REMIC I Net Mortgage Rate and
Kimball Lane Loan REMIC Net Mortgage Rate for any Qualifying Substitute Mortgage
Loan may not be less than the highest Pass-Through Rate of any outstanding Class
of Certificates that is not subject to a cap based on the Weighted Average REMIC
I Net Mortgage Rate). Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify that such Mortgage Loan meets all of
the requirements of this definition and shall send such certification to the
Paying Agent, which shall deliver a copy of such certification to the Special
Servicer, the Trustee and the Operating Adviser promptly, and in any event
within five Business Days following the Paying Agent's receipt of such
certification. Notwithstanding the foregoing, a "Qualifying Substitute Mortgage
Loan" delivered in connection with a substitution pursuant to Section 2.3(e)
need not satisfy the requirements set forth in clauses (i) and (ii) above so
long as the scheduled cash flow of the substitute mortgage loan is sufficient to
pay all of the scheduled interest payments and the ultimate payment of principal
that would have been payable on the Deleted Mortgage Loan. Any excess cashflow
over the amount required to pay the scheduled principal and interest of the
Deleted Mortgage Loan shall be payable to the holder of the Kimball Lane Loan
REMIC Residual Interest or the REMIC I Residual Interest, as applicable. A
"Qualifying Substitute Mortgage Loan" delivered in connection with a
substitution pursuant to Section 2.3(e) may be secured on a senior or pari passu
basis with one or more other notes secured by the related Mortgaged Property
pursuant to the related Mortgage, and in such case such other notes shall be
serviced hereunder in accordance with the terms hereof and the related
Intercreditor Agreement.

     "RATED FINAL DISTRIBUTION DATE" means with respect to each rated Class of
Certificates, the Distribution Date in August 2039.


                                      -66-
<PAGE>


     "RATING AGENCIES" means Moody's and Fitch.

     "RATING AGENCY CONFIRMATION" means, with respect to any matter,
confirmation in writing by each Rating Agency (or such Rating Agency as is
specified herein) that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade,
or qualification, as applicable, of the then-current rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency.

     "REALIZED INTEREST LOSS" means, with respect to each Mortgage Loan, (i) in
the case of a Liquidation Realized Loss, the portion of any Liquidation Realized
Loss that exceeds the Realized Principal Loss on the related Mortgage Loan, (ii)
in the case of a Bankruptcy Loss, the portion of such Realized Loss attributable
to accrued interest on the related Mortgage Loan, (iii) in the case of an
Expense Loss, an Expense Loss resulting in any period from the payment of the
Special Servicing Fee and any Expense Losses treated as Realized Interest Losses
pursuant to the last sentence of the definition of "Realized Principal Loss" or
(iv) in the case of a Modification Loss, a Modification Loss described in clause
(iii) of the definition thereof.

     "REALIZED LOSS" means a Liquidation Realized Loss, a
Modification Loss, a Bankruptcy Loss or an Expense Loss with respect to a
Mortgage Loan.

     "REALIZED PRINCIPAL LOSS" means, with respect to each Mortgage Loan, (i) in
the case of a Liquidation Realized Loss, the amount of such Realized Loss, to
the extent that it does not exceed the Principal Balance of the Mortgage Loan
(or deemed Principal Balance, in the case of REO Property), (ii) in the case of
a Modification Loss, the amount of such Modification Loss described in clause
(i) of the definition thereof, (iii) in the case of a Bankruptcy Loss, the
portion of such Realized Loss attributable to the reduction in the Principal
Balance of the related Mortgage Loan, (iv) in the case of an Expense Loss, any
such Expense Loss (other than Expense Losses resulting from the payment of
Special Servicing Fees) to the extent that such Expense Losses do not exceed
amounts collected in respect of the Mortgage Loans that were identified as
allocable to principal, and any such excess shall be treated as a Realized
Interest Loss and (v) the amounts in respect thereof that are withdrawn from the
Certificate Account pursuant to Section 6.6(b)(i).

     "RECORD DATE" means, for each Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

     "RECOVERIES" means, as of any Distribution Date, any amounts recovered with
respect to a Mortgage Loan, the WestShore Plaza Companion Loan, a B Note or REO
Property following the period in which a Final Recovery Determination occurs
plus other amounts defined as "Recoveries" herein.

     "REGULATION S" means Regulation S under the 1933 Act.

     "REGULATION S CERTIFICATE" means a written certification
substantially in the form set forth in Exhibit F hereto certifying that a
beneficial owner of an interest in a Regulation S Temporary Global Certificate
is not a U.S. Person (as defined in Regulation S).


                                      -67-
<PAGE>


     "REGULATION S GLOBAL CERTIFICATES" means the Regulation S Permanent Global
Certificates together with the Regulation S Temporary Global Certificates.

     "REGULATION S PERMANENT GLOBAL CERTIFICATE" means any single
permanent global Certificate, in definitive, fully registered form without
interest coupons received in exchange for a Regulation S Temporary Global
Certificate.

     "REGULATION S TEMPORARY GLOBAL CERTIFICATE" means, with respect to any
Class of Certificates offered and sold outside of the United States in reliance
on Regulation S, a single temporary global Certificate, in definitive, fully
registered form without interest coupons.

     "REHABILITATED MORTGAGE LOAN" means any Specially Serviced Mortgage Loan
with respect to which (i) three consecutive Scheduled Payments have been made
(in the case of any such Mortgage Loan, the WestShore Plaza Companion Loan or B
Note that was modified, based on the modified terms), or a complete defeasance
shall have occurred, (ii) no other Servicing Transfer Event has occurred and is
continuing (or with respect to determining whether a Required Appraisal Loan is
a Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other
Appraisal Event has occurred and is continuing) and (iii) the Trust has been
reimbursed for all costs incurred as a result of the occurrence of a Servicing
Transfer Event, such amounts constitute a Workout-Delayed Reimbursement Amount,
or such amounts have been forgiven. An A Note shall not constitute a
Rehabilitated Mortgage Loan unless its related B Note would constitute a
Rehabilitated Mortgage Loan. A B Note shall not constitute a Rehabilitated
Mortgage Loan unless its related A Note also would constitute a Rehabilitated
Mortgage Loan. The WestShore Plaza Pari Passu Loan shall not constitute a
Rehabilitated Mortgage Loan unless the WestShore Plaza Companion Loan would
constitute a Rehabilitated Mortgage Loan. The WestShore Plaza Companion Loan
shall not constitute a Rehabilitated Mortgage Loan unless the WestShore Plaza
Pari Passu Loan also would constitute a Rehabilitated Mortgage Loan. Under the
terms of the applicable Non-Serviced Mortgage Loan Pooling and Servicing
Agreement, a Non-Serviced Mortgage Loan shall not constitute a Rehabilitated
Mortgage Loan unless its related Non-Serviced Mortgage Loan Companion Loan would
also constitute a Rehabilitated Mortgage Loan.

     "RELEASE DATE" means the date 40 days after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.

     "REMIC" means a real estate mortgage investment conduit within the meaning
of Section 860D of the Code.

     "REMIC I" means the segregated pool of assets consisting of (i) the
Majority Mortgage Loans (other than any Excess Interest payable thereon), such
amounts with respect thereto as shall from time to time be held in the
Certificate Account, the Distribution Account (other than the portion thereof
constituting the Excess Interest Sub-account) and the Interest Reserve Account
(other than with respect to the Kimball Lane Loan), the Insurance Policies
(other than with respect to the Kimball Lane Loan and other than the interests
of the holder of the WestShore Plaza Companion Loan or any B Note therein) and
any REO Properties (other than with respect to the Kimball Lane Loan and other
than the interests of the holder of the WestShore Plaza Companion Loan or any B
Note therein) and (ii) the Kimball Lane Loan REMIC Regular Interest and
collections thereon, for which a REMIC election has been made

                                      -68-
<PAGE>

pursuant to Section 12.1(a) hereof. Excess Interest on the Mortgage Loans and
the Excess Interest Sub-account shall constitute assets of the Trust but shall
not be a part of any REMIC Pool formed hereunder. The Non-Serviced Mortgage Loan
Companion Loans and any amounts payable thereon shall not constitute assets of
the Trust or any REMIC Pool formed hereunder. No B Note or any amounts payable
thereon shall constitute an asset of the Trust or any REMIC Pool formed
hereunder. Neither the WestShore Plaza Companion Loan or any amounts payable
thereon shall constitute an asset of the Trust or any REMIC Pool formed
hereunder. The Kimball Lane Loan, collections thereon, and any related REO
Property acquired in respect thereof shall be held as assets of the Kimball Lane
Loan REMIC.

     "REMIC I INTERESTS" means, collectively, the REMIC I Regular Interests and
the REMIC I Residual Interest.

     "REMIC I NET MORTGAGE RATE" means, with respect to any Distribution Date,
(I) as to any REMIC I Regular Interest, other than the REMIC I Regular Interest
corresponding to the Kimball Lane Loan REMIC Regular Interest, a rate per annum
equal (a) with respect to any Majority Mortgage Loan that accrues interest on
the basis of a 360-day year consisting of twelve (12) 30-day months ("30/360
basis"), (i) the Mortgage Rate thereof (without taking into account any increase
therein after the Anticipated Repayment Date in respect of an ARD Loan or any
default interest rate) as of the Cut-Off Date and without regard to any
modification, waiver or amendment of the terms thereof following the Cut-Off
Date, minus (ii) the Administrative Cost Rate, and (b) with respect to any
Majority Mortgage Loan that accrues interest on a basis other than a 30/360
basis, the annualized rate that, when applied to the Principal Balance of the
related Mortgage Loan (on the day prior to the Due Date preceding such
Distribution Date) on a 30/360 basis for the related loan accrual period, yields
the amount of net interest that would have accrued during the related loan
accrual period assuming a net interest rate equal to the rate described in
clause (a) above, and assuming an interest accrual basis that is the same as the
actual interest accrual basis of such Mortgage Loan, provided that for purposes
of this clause (b), (i) the REMIC I Net Mortgage Rate for the loan accrual
period relating to the Due Dates in both January and February in any year that
is not a leap year and in February in any year that is a leap year, shall be
determined net of any amounts transferred to the Interest Reserve Account and
(ii) the REMIC I Net Mortgage Rate for the loan accrual period relating to the
Due Date in March shall be determined taking into account the addition of any
amounts withdrawn from the Interest Reserve Account and (II) as to the REMIC I
Regular Interest corresponding to the Kimball Lane Loan REMIC Regular Interest,
the Kimball Lane Loan REMIC Net Mortgage Rate.

     "REMIC I REGULAR INTERESTS" means, collectively, the uncertificated
interests designated as "regular interests" in REMIC I, which shall consist of,
with respect to each Mortgage Loan, an interest having an initial Certificate
Balance equal to the Cut-Off Date Scheduled Principal Balance of such Mortgage
Loan, and which has a Pass-Through Rate equal to the REMIC I Net Mortgage Rate
of such Mortgage Loan.

     "REMIC I RESIDUAL INTEREST" means the sole class of "residual interest,"
within the meaning of Code Section 860G(a)(2), in REMIC I. The REMIC I Residual
Interest shall be represented by the Class R-I Certificates.

                                      -69-
<PAGE>

     "REMIC II" means the segregated pool of assets consisting of the REMIC I
Regular Interests for which a REMIC election has been made pursuant to Section
12.1(a) hereof.

     "REMIC II INTERESTS" means, collectively, the REMIC II Regular Interests
and the Class R-II Certificates.

     "REMIC II REGULAR INTEREST A-1A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $43,083,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $60,397,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $57,957,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-1D" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $36,563,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-2A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $65,549,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-2B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $85,051,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-3A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $37,576,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-3B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $96,602,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-3C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate

                                      -70-
<PAGE>

Balance equal to $51,722,000, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-4A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $63,825,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-4B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $22,980,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST A-4C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $400,483,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST B-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $9,187,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST B-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $4,859,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST B-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $16,433,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST C-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $15,478,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST C-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $14,516,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST C-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $1,937,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.


                                      -71-
<PAGE>

     "REMIC II REGULAR INTEREST D-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $11,642,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST D-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $1,421,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST E-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $6,139,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST E-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $8,375,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST F" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class F
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST G" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class G
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST H-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $4,754,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST H-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $1,051,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST J" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class J
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST K" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class K
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

                                      -72-

<PAGE>

     "REMIC II REGULAR INTEREST L" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class L
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST M" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class M
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST N" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class N
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTEREST O" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the Aggregate Certificate Balance of the Class O
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.

     "REMIC II REGULAR INTERESTS" means, collectively, the REMIC II Regular
Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest A-1C,
REMIC II Regular Interest A-1D, REMIC II Regular Interest A-2A, REMIC II Regular
Interest A-2B, REMIC II Regular Interest A-3A, REMIC II Regular Interest A-3B,
REMIC II Regular Interest A-3C, REMIC II Regular Interest A-4A, REMIC II Regular
Interest A-4B, REMIC II Regular Interest A-4C, REMIC II Regular Interest B-1,
REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular
Interest C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest C-3,
REMIC II Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular
Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC
II Regular Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest
H-2, REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N and REMIC
II Regular Interest O.

     "REMIC III" means the segregated pool of assets consisting of the REMIC II
Regular Interests for which a REMIC election has been made pursuant to Section
12.1(a) hereof.

     "REMIC III CERTIFICATES" has the meaning set forth in the final paragraph
of the Preliminary Statement hereto.

     "REMIC III REGULAR INTERESTS" means, collectively, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class X-1 Certificates (each Class X-1 Certificate representing
multiple "regular interests" in REMIC III), Class X-2 Certificates (each Class
X-2 Certificate representing multiple "regular interests" in REMIC III), Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class O Certificates. With respect to the Class A-1,
Class X-1, Class X-2 and Class O Certificates, references to REMIC III Regular
Interests will be considered to refer to the Class A-1 REMIC Interest, Class X-1
REMIC
                                      -73-
<PAGE>

Interest, Class X-2 REMIC Interest and Class O REMIC Interest, respectively,
which are "regular interests" in REMIC III, where appropriate.

     "REMIC POOL" means each of the four segregated pools of assets designated
as a REMIC pursuant to Section 12.1(a) hereof.

     "REMIC PROVISIONS" means the provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and final, temporary and proposed regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to time and
taking account, as appropriate, of any proposed legislation or regulations
which, as proposed, would have an effective date prior to enactment or
promulgation thereof.

     "REMIC REGULAR CERTIFICATES" means, collectively, the Class A,
Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates.

     "RENT LOSS POLICY" or "RENT LOSS INSURANCE" means a policy of insurance
generally insuring against loss of income or rent resulting from hazards or acts
of God.

     "RENTS FROM REAL PROPERTY" means, with respect to any REO Property, income
of the character described in Section 856(d) of the Code.

     "REO ACCOUNT" shall have the meaning set forth in Section 9.14(a) hereof.

     "REO DISPOSITION" means the receipt by the Master Servicer or the Special
Servicer of Liquidation Proceeds and other payments and recoveries (including
proceeds of a final sale) from the sale or other disposition of REO Property.

     "REO INCOME" means, with respect to any REO Property that had not been
security for an A/B Mortgage Loan or the Loan Pair for any Collection Period,
all income received in connection with such REO Property during such period less
any operating expenses, utilities, real estate taxes, management fees, insurance
premiums, expenses for maintenance and repairs and any other capital expenses
directly related to such REO Property paid during such period or, with respect
to an REO Property that had been security for an A/B Mortgage Loan or the Loan
Pair, the portion of the amounts described above received with respect to such
REO Property and allocable to the related A Note or the WestShore Plaza Pari
Passu Loan, as applicable, pursuant to the related Intercreditor Agreement or
Loan Pair Intercreditor Agreement, as applicable. With respect to any
Non-Serviced Mortgage Loan (if the applicable Non-Serviced Mortgage Loan Special
Servicer has foreclosed upon the Mortgaged Property secured by such Non-Serviced
Mortgage Loan Mortgage), the REO Income shall comprise only such portion of the
foregoing that is allocable to the holder of such Non-Serviced Mortgage Loan.

     "REO MORTGAGE LOAN" means a Mortgage Loan, the WestShore Plaza Companion
Loan or a B Note as to which the related Mortgaged Property is an REO Property.

     "REO PROPERTY" means a Mortgaged Property (or an interest therein, if the
Mortgaged Property securing any Non-Serviced Mortgage Loan and related
Non-Serviced Mortgage Loan Companion Loans, the Loan Pair or the Mortgaged
Property securing an A/B

                                      -74-
<PAGE>

Mortgage Loan has been acquired by the Trust) acquired by the Trust through
foreclosure, deed-in-lieu of foreclosure, abandonment or reclamation from
bankruptcy in connection with a Defaulted Mortgage Loan or otherwise treated as
foreclosure property under the REMIC Provisions.

     "REPORT DATE" means the third Business Day before the related Distribution
Date.

     "REPURCHASED LOAN" has the meaning set forth in Section 2.3(a).

     "REQUEST FOR RELEASE" means a request for release of certain documents
relating to the Mortgage Loans, a form of which is attached hereto as Exhibit C.

     "REQUIRED APPRAISAL LOAN" means any Mortgage Loan, the Loan Pair or any B
Note as to which an Appraisal Event has occurred. A Mortgage Loan, the Loan Pair
or a B Note will cease to be a Required Appraisal Loan at such time as it is a
Rehabilitated Mortgage Loan.

     "RESERVE ACCOUNT" shall mean the Reserve Account maintained by the Paying
Agent in accordance with the provisions of Section 5.3, which shall be an
Eligible Account.

     "RESIDUAL CERTIFICATES" means, with respect to the Kimball Lane Loan REMIC,
the Class R-K Certificates; with respect to REMIC I, the Class R-I Certificates;
with respect to REMIC II, the Class R-II Certificates; and with respect to REMIC
III, the Class R-III Certificates.

     "RESPONSIBLE OFFICER" means, when used with respect to the initial Trustee
or the Fiscal Agent, any officer assigned to the Asset-Backed Securities Trust
Services Group, or with respect to the Paying Agent, any officer assigned to the
Corporate Trust Services Group, each with specific responsibilities for the
matters contemplated by this Agreement and when used with respect to any
successor Trustee, Fiscal Agent or Paying Agent, any Vice President, Assistant
Vice President, corporate trust officer or any assistant corporate trust officer
or persons performing similar roles on behalf of the Trustee, Fiscal Agent or
Paying Agent.

     "RESTRICTED SERVICER REPORTS" means the following reports in CMSA format
(as in effect on the date hereof or as such formats may be changed from time to
time by the CMSA) in, and containing substantially the information contemplated
by, the forms attached hereto as part of Exhibit W prepared by the Master
Servicer (combining reports in such forms prepared by the Master Servicer and
the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO
Properties)): (i) a Comparative Financial Status Report; (ii) without
duplication with Section 8.14, an NOI Adjustment Worksheet; (iii) without
duplication with Section 8.14, a CMSA Operating Statement Analysis Report, (iv)
subject to Section 8.11(h), a Servicer Watch List, (v) a Property File, (vi)
without duplication with Section 8.14, a Financial File and (vii) a CMSA Special
Servicer Loan File.

     "REVERSE SEQUENTIAL ORDER" means sequentially to the Class O, Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C, Class B and finally to the Class X and Class A Certificates, on a pro
rata basis, as described herein.


     "RSA COMPANION LOAN" means, with respect to the Mortgage Loan identified on
the Mortgage Loan Schedule as Mortgage Loan No. 29, which is secured by the
related

                                      -75-
<PAGE>

Mortgage on a pari passu basis with the RSA Pari Passu Loan. The RSA Companion
Loan is not a "Mortgage Loan."

     "RSA PARI PASSU LOAN" means, with respect to the Mortgage Loan identified
on the Mortgage Loan Schedule as Mortgage Loan No. 29, which is secured by the
related Mortgage on a pari passu basis with the RSA Companion Loan. The RSA Pari
Passu Loan is a "Mortgage Loan."

     "RULE 144A" means Rule 144A under the 1933 Act.

     "RULE 144A-IAI GLOBAL CERTIFICATE" means, with respect to any Class of
Certificates offered and sold in reliance on Rule 144A or to certain
Institutional Accredited Investors, a single, permanent global Certificate, in
definitive, fully registered form without interest coupons.

     "SARBANES-OXLEY CERTIFICATION" has the meaning set forth in Section
8.26(b).

     "SCHEDULED PAYMENT" means each scheduled payment of principal of, and/or
interest on, a Mortgage Loan, the WestShore Plaza Companion Loan or a B Note
required to be paid on its Due Date by the Mortgagor in accordance with the
terms of the related Mortgage Note, the WestShore Plaza Companion Loan or the
related B Note (excluding all amounts of principal and interest which were due
on or before the Cut-Off Date, whenever received, and taking account of any
modifications thereof and the effects of any Debt Service Reduction Amounts and
Deficient Valuation Amounts). Notwithstanding the foregoing, the amount of the
Scheduled Payment for the WestShore Plaza Pari Passu Loan or the WestShore Plaza
Companion Loan or any A Note or B Note shall be calculated without regard to the
Loan Pair Intercreditor Agreement or the related Intercreditor Agreement, as
applicable, and for the avoidance of doubt, the Scheduled Payment calculated in
respect of the Kimball Lane Loan shall not include any portion thereof defined
as the "Fixed Retained Yield" in the related Intercreditor Agreement.

     "SCHEDULED PRINCIPAL BALANCE" means, with respect to any Mortgage Loan, the
WestShore Plaza Companion Loan, any B Note or REO Mortgage Loan, for purposes of
performing calculations with respect to any Distribution Date, the Principal
Balance thereof minus the aggregate amount of any P&I Advances of principal
previously made with respect to such Mortgage Loan, the WestShore Plaza
Companion Loan, B Note or REO Mortgage Loan.

     "SELLER" means Principal, Wells Fargo, BSCMI, JHREF or MSMC as the case may
be.

     "SENIOR CERTIFICATES" means the Class A and Class X Certificates.

     "SERVICER ERRORS AND OMISSIONS INSURANCE POLICY" or "ERRORS AND OMISSIONS
INSURANCE POLICY" means an errors and omissions insurance policy maintained by
the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, in accordance with Section 8.2, Section 9.2
and Section 7.17, respectively.

     "SERVICER FIDELITY BOND" or "FIDELITY BOND" means a bond or insurance
policy under which the insurer agrees to indemnify the Master Servicer, the
Special Servicer, the

                                      -76-
<PAGE>

Trustee, the Fiscal Agent or the Paying Agent, as the case may be, (subject to
standard exclusions) for all losses (less any deductible) sustained as a result
of any theft, embezzlement, fraud or other dishonest act on the part of the
Master Servicer's, the Special Servicer's, the Trustee's, the Fiscal Agent's or
the Paying Agent's, as the case may be, directors, officers or employees and is
maintained in accordance with Section 8.2, Section 9.2 and Section 7.17,
respectively.

     "SERVICER MORTGAGE FILE" means copies of the mortgage documents listed in
the definition of Mortgage File relating to a Mortgage Loan and shall also
include, to the extent required to be (and actually) delivered to the applicable
Seller pursuant to the applicable Mortgage Loan documents, copies of the
following items: the Mortgage Note, any Mortgage, the Assignment of Leases and
the Assignment of Mortgage, any guaranty/indemnity agreement, any loan
agreement, any insurance policies or certificates (as applicable), any property
inspection reports, any financial statements on the property, any escrow
analysis, any tax bills, any Appraisal, any environmental report, any
engineering report, any asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies.

     "SERVICING ADVANCE" means any cost or expense of the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be,
designated as a Servicing Advance pursuant to this Agreement and any other costs
and expenses incurred by the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent, as the case may be, to protect and preserve the security
for such Mortgage Loan and/or (if applicable) the WestShore Plaza Companion Loan
or the related B Note.

     "SERVICING OFFICER" means, any officer or employee of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans, the WestShore Plaza Companion Loan and any B Note whose name and
specimen signature appear on a list of servicing officers or employees furnished
to the Trustee by the Master Servicer and signed by an officer of the Master
Servicer, as such list may from time to time be amended.

     "SERVICING STANDARD" means, with respect to the Master Servicer or the
Special Servicer, as the case may be, to service and administer the Mortgage
Loans (and the WestShore Plaza Companion Loan and any B Note) that it is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee and in the best interests of and for the benefit of the
Certificateholders (and in the case of the WestShore Plaza Companion Loan or any
B Note, the related holder of the WestShore Plaza Companion Loan or B Note, as
applicable) (as determined by the Master Servicer or the Special Servicer, as
the case may be, in its good faith and reasonable judgment), in accordance with
applicable law, the terms of this Agreement and the terms of the respective
Mortgage Loans, the WestShore Plaza Companion Loan and any B Note (and, in the
case of the Loan Pair or any A Note and B Note, the Loan Pair Intercreditor
Agreement or the related Intercreditor Agreement, as applicable) and, to the
extent consistent with the foregoing, further as follows:

     (a) with the same care, skill and diligence as is normal and usual in its
general mortgage servicing and REO property management activities on behalf of
third parties or on behalf of itself, whichever is higher, with respect to
mortgage loans and REO properties that are comparable to those for which it is
responsible hereunder;

                                      -77-
<PAGE>

     (b) with a view to the timely collection of all scheduled payments of
principal and interest under the Mortgage Loans, the WestShore Plaza Companion
Loan and any B Note or, if a Mortgage Loan, the WestShore Plaza Companion Loan
or any B Note comes into and continues in default and if, in the good faith and
reasonable judgment of the Special Servicer, no satisfactory arrangements can be
made for the collection of the delinquent payments, the maximization of the
recovery on such Mortgage Loan to the Certificateholders (as a collective whole)
(or in the case of any A/B Mortgage Loan and its related B Note or the Loan
Pair, the maximization of recovery on such A/B Mortgage Loan or the Loan Pair,
as applicable, to the Certificateholders and the holder of the related B Note or
the WestShore Plaza Companion Loan, as applicable, all taken as a collective
whole) on a present value basis (the relevant discounting of anticipated
collections that will be distributable to Certificateholders to be performed at
the related REMIC I Net Mortgage Rate, in the case of the Mortgage Loans (other
than any A Note or the WestShore Plaza Pari Passu Loan) or the weighted average
of the mortgage rates on the related A Note and B Note, in the case of any A/B
Mortgage Loan, and on the WestShore Plaza Pari Passu Loan and the WestShore
Plaza Companion Loan in the case of the Loan Pair); and without regard to: (I)
any other relationship that the Master Servicer or the Special Servicer, as the
case may be, or any Affiliate thereof may have with the related Mortgagor; (II)
the ownership of any Certificate or any interest in the Berkeley & Brown
Companion Loans, the RSA Companion Loan, the WestShore Plaza Companion Loan, a B
Note or any mezzanine loan related to a Mortgage Loan by the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof; (III) the
Master Servicer's obligation to make Advances; (IV) the right of the Master
Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate
thereof), as the case may be, to receive reimbursement of costs, or the
sufficiency of any compensation payable to it, hereunder or with respect to any
particular transaction and (V) any obligation of the Master Servicer (or any
Affiliate thereof) to repurchase any Mortgage Loan from the Trust.

     "SERVICING TRANSFER EVENT" means the occurrence of any of the following
events: (i) any Mortgage Loan, the WestShore Plaza Companion Loan or any B Note
as to which a Balloon Payment is past due, and the Master Servicer has
determined, in its good faith reasonable judgment in accordance with the
Servicing Standard, that payment is unlikely to be made on or before the 60th
day succeeding the date the Balloon Payment was due, or any other payment is
more than 60 days past due or has not been made on or before the second Due Date
following the Due Date such payment was due; (ii) any Mortgage Loan, the
WestShore Plaza Companion Loan or any B Note as to which, to the Master
Servicer's knowledge, the Mortgagor has consented to the appointment of a
receiver or conservator in any insolvency or similar proceeding of, or relating
to, such Mortgagor or to all or substantially all of its property, or the
Mortgagor has become the subject of a decree or order issued under a bankruptcy,
insolvency or similar law and such decree or order shall have remained
undischarged or unstayed for a period of 30 days; (iii) any Mortgage Loan, the
WestShore Plaza Companion Loan or any B Note as to which the Master Servicer
shall have received notice of the foreclosure or proposed foreclosure of any
other lien on the Mortgaged Property; (iv) any Mortgage Loan, the WestShore
Plaza Companion Loan or any B Note as to which the Master Servicer has knowledge
of a default (other than a failure by the related Mortgagor to pay principal or
interest) which in the good faith reasonable judgment of the Master Servicer
materially and adversely affects the interests of the Certificateholders or the
holder of the WestShore Plaza Companion Loan or any related B Note and which has
occurred and remains unremedied for the applicable grace period specified in
such Mortgage Loan (or, if no grace period is specified, 60 days); (v) any
Mortgage Loan, the WestShore Plaza Companion Loan or any B Note as to which the
Mortgagor admits in writing its

                                      -78-


<PAGE>

inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes an
assignment for the benefit of its creditors or voluntarily suspends payment of
its obligations; (vi) any Mortgage Loan, the WestShore Plaza Companion Loan or
any B Note as to which, in the good faith reasonable judgment of the Master
Servicer, (a) (other than with respect to any A/B Mortgage Loan) a payment
default is imminent or is likely to occur within 60 days, or (b) any other
default is imminent or is likely to occur within 60 days and such default, in
the judgment of the Master Servicer, is reasonably likely to materially and
adversely affect the interests of the Certificateholders or the holder of the
WestShore Plaza Companion Loan or any related B Note (as the case may be); and
(vii) with respect to any A/B Mortgage Loan, if the holder of the B Note chooses
not to cure a monetary default that is permitted to be cured under the related
Intercreditor Agreement, the Business Day following the expiration of the Cure
Period (as defined in the related Intercreditor Agreement) that commences one
month after such monetary default; provided, however, that (1) if the holder of
the B Note exercised its right to cure a monetary default and a monetary default
occurs in the following month due to the holder of the B Note's failure to cure,
then servicing of such Mortgage Loan shall be transferred to the Special
Servicer on the Business Day following the expiration of the Cure Period (as
defined in the related Intercreditor Agreement) of the holder of the B Note if
the holder of the B Note does not cure the current monetary default or (2) if
the holder of the B Note has exercised its right to cure three consecutive
monetary defaults and a monetary default occurs in the following month, then
servicing of such Mortgage Loan shall be transferred to the Special Servicer at
the expiration of the Mortgagor's grace period for the current monetary default.
If a Servicing Transfer Event occurs with respect to an A Note, it shall be
deemed to have occurred also with respect to its related B Note. If a Servicing
Transfer Event occurs with respect to a B Note, it shall be deemed to have
occurred also with respect to its related A Note. However, if a Servicing
Transfer Event has not occurred with respect to an A Note solely due to the
holder of the related B Note exercising its cure rights under the related
Intercreditor Agreement, then a Servicing Transfer Event will not occur with
respect to such B Note. If a Servicing Transfer Event occurs with respect to the
WestShore Plaza Pari Passu Loan, it shall be deemed to have occurred also with
respect to the WestShore Plaza Companion Loan. If a Servicing Transfer Event
occurs with respect to the WestShore Plaza Companion Loan, it shall be deemed to
have occurred also with respect to the WestShore Plaza Pari Passu Loan. Under
the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, if a
Servicing Transfer Event occurs with respect to any Non-Serviced Mortgage Loan
Companion Loan, it shall be deemed to have occurred also with respect to the
related Non-Serviced Mortgage Loan.

     "SIMILAR LAWS" has the meaning set forth in Section 3.3(d).

     "SINGLE-PURPOSE ENTITY" means a Person, other than an individual, whose
organizational documents provide substantially to the effect that it is formed
or organized solely for the purpose of owning and collecting payments from
Defeasance Collateral for the benefit of the Trust and which (i) does not engage
in any business unrelated thereto and the financing thereof; (ii) does not have
any assets other than those related to its interest in Defeasance Collateral;
(iii) maintains its own books, records and accounts, in each case which are
separate and apart from the books, records and accounts of any other Person;
(iv) conducts business in its own name and uses separate stationery, invoices
and checks; (v) does not guarantee or assume the debts or obligations of any
other Person; (vi) does not commingle its assets or funds with those of any
other Person; (vii) transacts business with affiliates on an arm's length basis

                                      -79-
<PAGE>

pursuant to written agreements; and (viii) holds itself out as being a legal
entity, separate and apart from any other Person, and otherwise complies with
the single-purpose requirements established by the Rating Agencies. The entity's
organizational documents also 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.

     "SPECIAL SERVICER" means ARCap Servicing, Inc., or any successor Special
Servicer as herein provided, including without limitation, any successor Special
Servicer appointed pursuant to Section 9.39 hereof.

     "SPECIAL SERVICER COMPENSATION" means, with respect to any applicable
period, the sum of the Special Servicing Fees, the Liquidation Fees and Work-Out
Fees and any other amounts to be paid to the Special Servicer pursuant to the
terms of this Agreement.

     "SPECIAL SERVICER REMITTANCE DATE" means the Business Day preceding each
Determination Date.

     "SPECIAL SERVICING FEE" means, for each calendar month, as to each Mortgage
Loan (other than any Non-Serviced Mortgage Loan), the WestShore Plaza Companion
Loan or each B Note that is a Specially Serviced Mortgage Loan (including REO
Mortgage Loans), the fraction or portion of the Special Servicing Fee Rate
applicable to such month (determined using the same interest accrual methodology
that is applied with respect to the Mortgage Rate for such Mortgage Loan, the
WestShore Plaza Companion Loan or B Note for such month) multiplied by the
Scheduled Principal Balance of such Specially Serviced Mortgage Loan immediately
before the Due Date occurring in such month.

     "SPECIAL SERVICING FEE RATE" means 0.25% per annum.

     "SPECIAL SERVICING OFFICER" means any officer or employee of the Special
Servicer involved in, or responsible for, the administration and servicing of
the Specially Serviced Mortgage Loans whose name and specimen signature appear
on a list of servicing officers or employees furnished to the Trustee, the
Paying Agent and the Master Servicer by the Special Servicer signed by an
officer of the Special Servicer, as such list may from time to time be amended.

     "SPECIALLY SERVICED MORTGAGE LOAN" means, as of any date of determination,
any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the WestShore
Plaza Companion Loan or any B Note with respect to which the Master Servicer has
notified the Special Servicer, the Operating Adviser and the Trustee that a
Servicing Transfer Event has occurred (which notice shall be effective upon
receipt) and the Special Servicer has received all information, documents and
records relating to such Mortgage Loan, the WestShore Plaza Companion Loan or B
Note as reasonably requested by the Special Servicer to enable it to assume its
duties with respect to such Mortgage Loan, the WestShore Plaza Companion Loan or
B Note. A Specially Serviced Mortgage Loan shall cease to be a Specially
Serviced Mortgage Loan from and after the date on which the Special Servicer
notifies the Master Servicer, the Operating Adviser, the Paying Agent and the
Trustee, in accordance with Section 8.1(b), that such Mortgage Loan (and the
related B Note in the case of an A/B Mortgage Loan, and the

                                      -80-

<PAGE>

WestShore Plaza Companion Loan in the case of the Loan Pair) has become a
Rehabilitated Mortgage Loan (and, in the case of an A Note (or B Note) that is
or was a Specially Serviced Mortgage Loan, its related B Note (or A Note) has
also become a Rehabilitated Mortgage Loan and, in the case of the WestShore
Plaza Pari Passu Loan (or the WestShore Plaza Companion Loan) that is or was a
Specially Serviced Mortgage Loan, the WestShore Plaza Companion Loan (or the
WestShore Plaza Pari Passu Loan) has also become a Rehabilitated Mortgage Loan),
with respect to such Servicing Transfer Event, unless and until the Master
Servicer notifies the Special Servicer, the Paying Agent and the Trustee, in
accordance with Section 8.1(b) that another Servicing Transfer Event with
respect to such Mortgage Loan, the WestShore Plaza Companion Loan or B Note
exists or occurs.

     "STANDARD HAZARD INSURANCE POLICY" means a fire and casualty extended
coverage insurance policy in such amount and with such coverage as required by
this Agreement.

     "STARTUP DAY" with respect to each of the Kimball Lane Loan REMIC, REMIC I,
REMIC II and REMIC III, the day designated as such in Section 12.1(b).

     "SUB-SERVICER" has the meaning set forth in Section 8.4.

     "SUBORDINATE CERTIFICATES" means, collectively, the Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N and Class O Certificates.

     "SUCCESSFUL BIDDER" has the meaning set forth in Section 8.29(d) or Section
9.31(d), as applicable.

     "TAX MATTERS PERSON" means the person designated as the "tax matters
person" of each REMIC Pool pursuant to Treasury Regulations Section 1.860F-4(d)
and temporary Treasury Regulations Section 301.6231(a)(7)-1T.

     "TERMINATION PRICE" has the meaning set forth in Section 10.1(b).

     "TITLE INSURANCE POLICY" means a title insurance policy maintained with
respect to a Mortgage Loan issued on the date of origination of the related
Mortgage Loan.

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

     "TRANSFEREE" means any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

     "TRANSFEROR" means any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

     "TRUST" means the trust created pursuant to this Agreement, the assets
which consist of all the assets of the Kimball Lane Loan REMIC (including the
Kimball Lane Loan and related assets), REMIC I (including the Majority Mortgage
Loans (other than Excess Interest), such amounts related thereto as shall from
time to time be held in the Certificate Account, the

                                      -81-

<PAGE>

Distribution Account, the Interest Reserve Account, the Insurance Policies, any
REO Properties and other items referred to in Section 2.1(a) hereof), REMIC II,
REMIC III, the Excess Interest Sub-account and any Excess Interest on the
Mortgage Loans, the Kimball Lane Sub-account and any Kimball Lane Yield
Maintenance Amounts. The Trust shall not include any Non-Serviced Mortgage Loan
Companion Loan, any B Note, any interest of the holders of a B Note, any A/B
Loan Custodial Account or the WestShore Plaza Companion Loan, any interest of
the holders the WestShore Plaza Companion Loan or the WestShore Plaza Companion
Loan Custodial Account.

     "TRUSTEE" means LaSalle Bank National Association, as trustee, or its
successor-in-interest, or if any successor trustee, or any co-trustee shall be
appointed as herein provided, then "Trustee" shall also mean such successor
trustee (subject to Section 7.7 hereof) and such co-trustee (subject to Section
7.9 hereof), as the case may be.

     "TRUSTEE FEE" means for each calendar month, as to each Mortgage Loan
(including REO Mortgage Loans and Defeasance Loans), the portion of the Trustee
Fee Rate applicable to such month (determined using the same interest accrual
methodology (other than the rate of accrual) that is applied with respect to the
Mortgage Rate for such Mortgage Loan for such month) multiplied by the Scheduled
Principal Balance of each such Mortgage Loan immediately before the Due Date
occurring in such month; provided that a portion of the Trustee Fee agreed upon
between the Trustee and the Paying Agent shall be applied to pay the Paying
Agent Fee.

     "TRUSTEE FEE RATE" means 0.0022% per annum (which includes the Paying Agent
Fee).

     "TRUSTEE MORTGAGE FILE" means the mortgage documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan
(and, if applicable, the WestShore Plaza Companion Loan and the related B Note)
and any additional documents required to be added to the Mortgage File pursuant
to this Agreement; provided that whenever the term "Trustee Mortgage File" is
used to refer to documents actually received by the Trustee or a Custodian on
its behalf, such terms shall not be deemed to include such documents required to
be included therein unless they are actually so received.

     "2003-IQ5 DEPOSITOR" means the "depositor" under the 2003-IQ5 Pooling and
Servicing Agreement, which as of the date hereof is Morgan Stanley Capital I
Inc.

     "2003-IQ5 FISCAL AGENT" means the "fiscal agent" under the 2003-IQ5 Pooling
and Servicing Agreement, which as of the date hereof is ABN AMRO Bank N.V.

     "2003-IQ5 MASTER SERVICER" means the "master servicer" under the 2003-IQ5
Pooling and Servicing Agreement, which as of the date hereof is GMAC Commercial
Mortgage Corporation.

     "2003-IQ5 POOLING AND SERVICING AGREEMENT" means the pooling and servicing
agreement dated as of September 1, 2003 by and between the 2003-IQ5 Depositor,
the 2003-IQ5 Master Servicer, the 2003-IQ5 Special Servicer, the 2003-IQ5
Trustee and the 2003-IQ5 Fiscal Agent, pursuant to which the 2003-IQ5 Trust
issued its Commercial Mortgage Pass-Through Certificates, Series 2003-IQ5.

                                      -82-
<PAGE>


     "2003-IQ5 SPECIAL SERVICER" means the "special servicer" under the 2003-IQ5
Pooling and Servicing Agreement, which as of the date hereof is Midland Loan
Services, Inc., or, as it relates to the Berkeley & Brown Loan Group, is ARCap
Servicing, Inc.

     "2003-IQ5 TRUST" means the trust established pursuant to the 2003-IQ5
Pooling and Servicing Agreement.

     "2003-IQ5 TRUSTEE" means the "trustee" under the 2003-IQ5 Pooling and
Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association.

     "2003-TOP11 DEPOSITOR" means the "depositor" under the 2003-TOP11 Pooling
and Servicing Agreement, which as of the date hereof is Morgan Stanley Capital I
Inc.

     "2003-TOP11 FISCAL AGENT" means the "fiscal agent" under the 2003-TOP11
Pooling and Servicing Agreement, which as of the date hereof is ABN AMRO Bank
N.V.

     "2003-TOP11 MASTER SERVICER" means the "master servicer " under the
2003-TOP11 Pooling and Servicing Agreement, which as of the date hereof is Wells
Fargo Bank, National Association.

     "2003-TOP11 PAYING AGENT" means the "paying agent" under the 2003-TOP11
Pooling and Servicing Agreement, which as of the date hereof is Wells Fargo Bank
Minnesota, National Association.

     "2003-TOP11 POOLING AND SERVICING AGREEMENT" means the pooling and
servicing agreement dated as of August 1, 2003 by and between the 2003-TOP11
Depositor, the 2003-TOP11 Master Servicer, the 2003-TOP11 Special Servicer, the
2003-TOP11 Paying Agent, the 2003-TOP11 Trustee and the 2003-TOP11 Fiscal Agent,
pursuant to which the 2003-TOP11 Trust issued its Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP11.

     "2003-TOP11 SPECIAL SERVICER" means the "special servicer" under the
2003-TOP11 Pooling and Servicing Agreement, which as of the date hereof is ARCap
Servicing, Inc.

     "2003-TOP11 TRUST" means the trust established pursuant to the 2003-TOP11
Pooling and Servicing Agreement.

     "2003-TOP11 TRUSTEE" means the "trustee" under the 2003-TOP11 Pooling and
Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association.

     "UNDERWRITER" means each of Bear, Stearns & Co. Inc., Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Wells Fargo Brokerage Services, LLC or
its successors in interest.

     "UNITED STATES TAX PERSON" means any of (i) a citizen or resident of the
United States, (ii) corporation or partnership organized in or under the laws of
the United States, any State thereof or the District of Columbia, (iii) an
estate the income of which is includible in gross income for United States tax
purposes, regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and

                                      -83-
<PAGE>

one or more United States Tax Persons has the authority to control all
substantial decisions of such trust.

     "UNLIQUIDATED ADVANCE" means any Advance previously made by a party hereto
that has been previously reimbursed to the Person that made the Advance by the
Trust Fund as part of a Workout-Delayed Reimbursement Amount pursuant to
subsection (iii) of Section 5.2(a)(II), but that has not been recovered from the
Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan
or REO Property in respect of which the Advance was made.

     "UNPAID INTEREST" means, on any Distribution Date with respect to any Class
of Interests or Certificates (other than the Residual Certificates), the portion
of Distributable Certificate Interest for such Class remaining unpaid as of the
close of business on the preceding Distribution Date, plus one month's interest
thereon at the applicable Pass-Through Rate.

     "UNRESTRICTED SERVICER REPORTS" means the following reports in CMSA format
(as in effect on the date hereof or as such formats may be changed from time to
time by the CMSA) in, and containing substantially the information contemplated
by, the forms attached hereto as part of Exhibit X prepared by the Master
Servicer (combining reports in such forms prepared by the Master Servicer and
the Special Servicer (with respect to Specially Serviced Mortgaged Loans and REO
Properties)): (a) the following electronic files; (i) a Loan Set-Up File (with
respect to the initial Distribution Date only); and (ii) a Loan Periodic Update
File; and (b) the following supplemental reports: (i) a Delinquent Loan Status
Report, (ii) an Historical Loan Modification Report, (iii) an Historical
Liquidation Report, (iv) an REO Status Report, and (v) a CMSA Loan Level
Reserve/LOC Report.

     "USAP" shall have the meaning set forth in Section 8.13.

     "WEIGHTED AVERAGE REMIC I NET MORTGAGE RATE" means, with respect to any
Distribution Date, the weighted average of the REMIC I Net Mortgage Rates for
the REMIC I Regular Interests, weighted on the basis of their respective
Certificate Balances as of the close of business on the preceding Distribution
Date.

     "WELLS FARGO" has the meaning set forth in the Preliminary Statement
hereto.

     "WELLS FARGO LOANS" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to Mortgage Loan Purchase Agreement II and shown on Schedule
II hereto.

     "WESTSHORE PLAZA COMPANION LOAN" means with respect to the Mortgage Loan
designated as Mortgage Loan No. 2, the related A-2 Note, which is secured by the
related Mortgage on a pari passu basis with the WestShore Plaza Pari Passu Loan.
The WestShore Plaza Companion Loan is not a "Mortgage Loan."

     "WESTSHORE PLAZA COMPANION LOAN CUSTODIAL ACCOUNT" means each of the
custodial sub-account(s) of the Certificate Account (but which are not included
in the Trust) created and maintained by the Master Servicer pursuant to Section
5.1(c) on behalf of the holder of the WestShore Plaza Companion Loan. Any such
sub-account(s) shall be maintained as sub-accounts of an Eligible Account.

                                      -84-
<PAGE>

     "WESTSHORE PLAZA PARI PASSU LOAN" means the Mortgage Loan designated as
Mortgage Loan No. 2 on the Mortgage Loan Schedule, comprised of the related A-1
Note and which is secured on a pari passu basis with the WestShore Plaza
Companion Loan. The WestShore Plaza Pari Passu Loan is a "Mortgage Loan."

     "WESTSHORE PLAZA PARI PASSU MORTGAGE" means the Mortgage securing the
WestShore Plaza Companion Loan and the WestShore Plaza Pari Passu Loan secured
by the related Mortgaged Property.

     "WORKOUT-DELAYED REIMBURSEMENT AMOUNT" has the meaning set forth in
subsection (II)(A) of Section 5.2(a).

     "WORK-OUT FEE" means a fee payable with respect to any Rehabilitated
Mortgage Loan (other than any Non-Serviced Mortgage Loan), the WestShore Plaza
Companion Loan or any B Note, equal to the product of (x) 1.0% and (y) the
amount of each collection of interest (other than default interest and any
Excess Interest) and principal received (including any Condemnation Proceeds
received and applied as a collection of such interest and principal) on such
Mortgage Loan, the WestShore Plaza Companion Loan or B Note for so long as it
remains a Rehabilitated Mortgage Loan.

     SECTION 1.2 Calculations Respecting Mortgage Loans. (a) Calculations
required to be made by the Paying Agent pursuant to this Agreement with respect
to any Mortgage Loan, the WestShore Plaza Companion Loan or any B Note shall be
made based upon current information as to the terms of such Mortgage Loan, the
WestShore Plaza Companion Loan and B Note and reports of payments received from
the Master Servicer on such Mortgage Loan, the WestShore Plaza Companion Loan
and B Note and payments to be made to the Paying Agent as supplied to the Paying
Agent by the Master Servicer. The Paying Agent shall not be required to
recompute, verify or recalculate the information supplied to it by the Master
Servicer and may conclusively rely upon such information in making such
calculations. If, however, a Responsible Officer of the Paying Agent has actual
knowledge of an error in the calculations, the Paying Agent shall inform the
Master Servicer of such error.

     (b) Unless otherwise required by law or the applicable Mortgage Loan, the
WestShore Plaza Companion Loan or B Note documents (or the related Intercreditor
Agreement or Loan Pair Intercreditor Agreement, as applicable), any amounts
(other than escrow and reserve deposits and reimbursements of lender advances
and expenses) received in respect of a Mortgage Loan, the WestShore Plaza
Companion Loan or a B Note as to which a default has occurred and is continuing
shall be applied first to overdue interest due with respect to such Mortgage
Loan, the WestShore Plaza Companion Loan or B Note at the Mortgage Rate thereof,
next to current interest due with respect to such Mortgage Loan, the WestShore
Plaza Companion Loan or B Note at the Mortgage Rate thereof, next to the
reduction of the Principal Balance of such Mortgage Loan, the WestShore Plaza
Companion Loan or B Note to zero if such Mortgage Loan, the WestShore Plaza
Companion Loan or B Note has been accelerated and in respect of any scheduled
payments of principal then due to the extent that such Mortgage Loan, the
WestShore Plaza Companion Loan or B Note has not yet been accelerated, next to
any default interest and other amounts due on such Mortgage Loan, the WestShore
Plaza Companion Loan or B Note and finally to Late Fees due with respect to such
Mortgage Loan, the WestShore Plaza Companion Loan or B Note.

                                      -85-

<PAGE>

     SECTION 1.3 CALCULATIONS RESPECTING ACCRUED INTEREST. Accrued interest on
any Certificate shall be calculated based upon a 360-day year consisting of
twelve 30-day months and Pass-Through Rates shall be carried out to eight
decimal places, rounded if necessary. All dollar amounts calculated hereunder
shall be rounded to the nearest penny.


     SECTION 1.4 INTERPRETATION.

     (a) Whenever the Agreement refers to a Distribution Date and a "related"
Collection Period, Interest Accrual Period, Record Date, Due Date, Report Date,
Monthly Certificateholders Report, Special Servicer Remittance Date, Master
Servicer Remittance Date or Determination Date, such reference shall be to the
Collection Period, Interest Accrual Period, Record Date, Due Date, Report Date,
Special Servicer Remittance Date, Master Servicer Remittance Date or
Determination Date, as applicable, immediately preceding such Distribution Date.

     (b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1 shall have the respective meanings given to them under generally accepted
accounting principles or regulatory accounting principles, as applicable.

     (c) The words "hereof," "herein" and "hereunder," and words of similar
import, when used in this Agreement, shall refer to this agreement as a whole
and not to any particular provision of this Agreement, and references to
Sections, Schedules and Exhibits contained in this Agreement are references to
Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified.

     (d) Whenever a term is defined herein, the definition ascribed to such term
shall be equally applicable to both the singular and plural forms of such term
and to masculine, feminine and neuter genders of such term.

     (e) This Agreement is the result of arm's-length negotiations between the
parties and has been reviewed by each party hereto and its counsel. Each party
agrees that any ambiguity in this Agreement shall not be interpreted against the
party drafting the particular clause which is in question.

     SECTION 1.5 ARD LOANS. Notwithstanding any provision of this Agreement:

     (a) For the ARD Loans, the Excess Interest accruing as a result of the
step-up in the Mortgage Rate upon failure of the related Mortgagor to pay the
principal on the Anticipated Repayment Date as specifically provided for in the
related Mortgage Note shall not be taken into account for purposes of the
definitions of "Appraisal Reduction," "Assumed Scheduled Payment," "Mortgage
Rate," "Purchase Price" and "Realized Loss."

     (b) Excess Interest shall constitute an asset of the Trust but not an asset
of any REMIC Pool.

     (c) Neither the Master Servicer nor the Special Servicer shall take any
enforcement action with respect to the payment of Excess Interest unless the
taking of such action is consistent with the Servicing Standard and all other
amounts due under such Mortgage

                                      -86-
<PAGE>

Loan have been paid, and, in the good faith and reasonable judgment of the
Master Servicer and the Special Servicer, as the case may be, the Liquidation
Proceeds expected to be recovered in connection with such enforcement action
will cover the anticipated costs of such enforcement action and, if applicable,
any associated interest thereon.

     (d) Liquidation Fees shall not be deemed to be earned on Excess Interest.

     (e) With respect to an ARD Loan after its Anticipated Repayment Date, the
Master Servicer or the Special Servicer, as the case may be, shall be permitted,
in its discretion, to waive in accordance with Section 8.18 and Section 9.5
hereof, all or any accrued Excess Interest if, prior to the related Maturity
Date, the related Mortgagor has requested the right to prepay the Mortgage Loan
in full together with all payments required by the Mortgage Loan in connection
with such prepayment except for all or a portion of accrued Excess Interest,
provided that the Master Servicer's or the Special Servicer's determination to
waive the right to such accrued Excess Interest is in accordance with the
Servicing Standard and with Section 8.18 and Section 9.5 hereof. The Master
Servicer or the Special Servicer, as the case may be, will have no liability to
the Trust, the Certificateholders or any other person so long as such
determination is based on such criteria.

     SECTION 1.6 CERTAIN MATTERS WITH RESPECT TO LOAN PAIRS AND A/B MORTGAGE
LOANS.

     (a) The parties hereto acknowledge that, pursuant to the Loan Pair
Intercreditor Agreement or the related Intercreditor Agreement, if the WestShore
Plaza Pari Passu Loan or B Note, as applicable, is no longer part of the Trust
Fund, the new holder of such WestShore Plaza Pari Passu Loan or B Note, as
applicable, shall negotiate one or more new servicing agreements with the Master
Servicer and the Special Servicer, provided that, prior to entering into any
such new servicing agreement, the new holder of such WestShore Plaza Pari Passu
Loan or B Note, as applicable, shall obtain and provide to the holder of the
WestShore Plaza Companion Loan and/or the related B Note written confirmation
from each rating agency then rating any securitization relating to such
WestShore Plaza Companion Loan and/or B Note providing that such new servicing
agreement will not result in the downgrade, qualification or withdrawal of its
then-current ratings of any securities issued in such securitization; provided,
that prior to such time the Master Servicer and the Special Servicer shall
continue to service the related Loan Pair and/or A/B Mortgage Loan to the extent
provided in the Loan Pair Intercreditor Agreement or the related Intercreditor
Agreement, as applicable.

     (b) For the avoidance of doubt and subject to subsection (a) above, the
parties acknowledge that the rights and duties of each of the Master Servicer
and the Special Servicer under Article VIII and Article IX and the obligation of
the Master Servicer to make Advances, insofar as such rights, duties and
obligations relate to any A/B Mortgage Loan (including both the related A Note
and the related B Note) or the Loan Pair (including both the WestShore Plaza
Pari Passu Loan and the WestShore Plaza Companion Loan), shall terminate upon
the earliest to occur of the following with respect to such A/B Mortgage Loan or
Loan Pair, as the case may be: (i) any repurchase of or substitution for the
related A Note or the WestShore Plaza Pari Passu Loan by the applicable Seller
pursuant to Section 2.3, (ii) any purchase of the related A Note by the owner of
the related B Note pursuant to the terms of the related Intercreditor Agreement
and

                                      -87-

<PAGE>

(iii) any payment in full of any and all amounts due (or deemed due) under the
related A Note or the WestShore Plaza Pari Passu Loan (or its successor REO
Mortgage Loan) (including amounts to which the holder of such A Note or the
WestShore Plaza Pari Passu Loan is entitled under the related Intercreditor
Agreement or Loan Pair Intercreditor Agreement), as applicable; provided,
however, that this statement shall not limit (A) the duty of the Master Servicer
or the Special Servicer to deliver or make available the reports otherwise
required of it hereunder with respect to the Collection Period in which such
event occurs or (B) the rights of the Master Servicer or the Special Servicer
that may otherwise accrue or arise in connection with the performance of its
duties hereunder with respect to such A/B Mortgage Loan or Loan Pair prior to
the date on which such event occurs.

     (c) In connection with any purchase described in clause (ii) of subsection
(b) or an event described in clause (iii) of subsection (b), the Trustee, the
Master Servicer and the Special Servicer shall each tender to (in the case of a
purchase under such clause (ii)) the related purchaser (provided that the
related purchaser shall have paid the full amount of the applicable purchase
price) or (in the case of such clause (iii)) to the holder of the WestShore
Plaza Companion Loan or the related B Note (if then still outstanding), upon
delivery to them of a receipt executed by such purchaser or holder, all portions
of the Mortgage File and other documents pertaining to such Loan Pair or A/B
Mortgage Loan, as applicable, possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the
extent necessary or appropriate to such purchaser or holder (or the designee of
such purchaser or holder) in the same manner, and pursuant to appropriate forms
of assignment, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee by the related Seller, but in
any event, without recourse, representation or warranty; provided that such
tender by the Trustee shall be conditioned upon its receipt from the Master
Servicer of a Request for Release. The Master Servicer shall, and is also hereby
authorized and empowered by the Trustee to, convey to such purchaser or such
holder any deposits then held in an Escrow Account relating to the applicable
A/B Mortgage Loan or the Loan Pair. If the WestShore Plaza Pari Passu Loan and
the WestShore Plaza Companion Loan or an A Note and the related B Note under the
applicable Mortgage Loan are then REO Mortgage Loans, then the Special Servicer
shall, and is also hereby authorized and empowered by the Trustee to, convey to
such purchaser or such holder, in each case, to the extent not needed to pay or
reimburse the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent in accordance with this Agreement, deposits then held in the REO Account
insofar as they relate to the related REO Property.

     (d) If an expense under this Agreement relates, in the reasonable judgment
of the Master Servicer, the Special Servicer, the Trustee or the Paying Agent,
as applicable, primarily to the administration of the Trust Fund or any REMIC
formed hereunder or to any determination respecting the amount, payment or
avoidance of any tax under the REMIC Provisions or the actual payment of any
REMIC tax or expense with respect to any REMIC formed hereunder, then such
expense shall not be allocated to, deducted or reimbursed from, or otherwise
charged against the holder of the WestShore Plaza Companion Loan or any B Note
and such holder shall not suffer any adverse consequences as a result of the
payment of such expense.

                                      -88-

<PAGE>

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

     SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

     (a) Effective as of the Closing Date, the Depositor does hereby assign in
trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule
including the related Mortgage Notes, Mortgages, security agreements and title,
hazard and other insurance policies, including all Qualifying Substitute
Mortgage Loans, all distributions with respect thereto payable after the Cut-Off
Date, the Mortgage File and all rights, if any, of the Depositor in the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, (ii) the Depositor's rights under each
Mortgage Loan Purchase Agreement that are permitted to be assigned to the
Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the
Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor
Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any
Non-Serviced Mortgage Loan and (v) all other assets included or to be included
in the Kimball Lane Loan REMIC or REMIC I for the benefit of REMIC II and REMIC
III or the Grantor Trust for the benefit of the Class A-1, Class X-1, Class X-2
and Class O Certificates. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans and due after
the Cut-Off Date. The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by the parties to
constitute a sale. In connection with the initial sale of the Certificates by
the Depositor, the purchase price to be paid includes a portion attributable to
interest accruing on the Certificates from and after the Cut-Off Date. The
transfer and assignment of any Non-Serviced Mortgage Loan to the Trustee and the
right to service such Mortgage Loans are subject to the terms and conditions of
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the
related Non-Serviced Mortgage Loan Intercreditor Agreement.

     (b) In connection with the Depositor's assignment pursuant to Section
2.1(a) above, the Depositor shall direct, and hereby represents and warrants
that it has directed, each Seller pursuant to the applicable Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee or a Custodian appointed hereunder, on or before
the Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed
to the Trustee as specified in clause (i) of the definition of "Mortgage File."
Each Seller is required, pursuant to the applicable Mortgage Loan Purchase
Agreement, to deliver to the Trustee the remaining documents constituting the
Mortgage File for each Mortgage Loan within the time period set forth therein.
None of the Trustee, the Fiscal Agent, the Paying Agent, any Custodian, the
Master Servicer or the Special Servicer shall be liable for any failure by any
Seller or the Depositor to comply with the document delivery requirements of the
Mortgage Loan Purchase Agreements and this Section 2.1(b).

     (c) The applicable Seller shall, at the expense of such Seller as to each
of its respective Mortgage Loans, promptly (and in any event within 45 days
following the receipt thereof) cause to be submitted for recording or filing, as
the case may be, in the appropriate

                                      -89-

<PAGE>

public office for real property records or UCC financing statements, as
appropriate, each assignment to the Trustee referred to in clauses (iv), (vi)(B)
and (ix)(B) of the definition of "Mortgage File". Each such assignment shall
reflect that it should be returned by the public recording office to the Trustee
following recording or filing; provided that in those instances where the public
recording office retains the original Assignment of Mortgage, assignment of
Assignment of Leases or assignment of UCC financing statements, the applicable
Seller shall obtain therefrom a certified copy of the recorded original. The
applicable Seller shall forward copies thereof to the Trustee and the Special
Servicer. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the applicable Seller
shall, pursuant to the applicable Mortgage Loan Purchase Agreement, promptly
prepare or cause to be prepared a substitute therefor or cure such defect, as
the case may be, and thereafter the applicable Seller shall upon receipt thereof
cause the same to be duly recorded or filed, as appropriate.

     The parties acknowledge the obligation of each Seller pursuant to Section 2
of the related Mortgage Loan Purchase Agreement to deliver to the Trustee, on or
before the fifth Business Day after the Closing Date, five limited powers of
attorney substantially in the form attached as Exhibit C to the Primary
Servicing Agreement in favor of the Trustee and the Special Servicer to empower
the Trustee and, in the event of the failure or incapacity of the Trustee, the
Special Servicer, to submit for recording, at the expense of the applicable
Seller, any mortgage loan documents required to be recorded as described in the
preceding paragraph and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage Files (so long as
original counterparts have previously been delivered to the Trustee). The
Sellers agree to reasonably cooperate with the Trustee and the Special Servicer
in connection with any additional powers of attorney or revisions thereto that
are requested by such parties for purposes of such recordation. The Trustee and
each other party hereto agrees that no such power of attorney shall be used with
respect to any Mortgage Loan by or under authorization by any party hereto
except that to the extent that the absence of a document described in the second
preceding sentence with respect to such Mortgage Loan remains unremedied as of
the earlier of (i) the date that is 180 days following the delivery of notice of
such absence to the related Seller, but in no event earlier than 18 months from
the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes
a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for
recording, at the related Seller's expense, after the periods set forth above;
provided, however, the Trustee shall not submit such assignments for recording
if the applicable Seller produces evidence that it has sent any such assignment
for recording and certifies that it is awaiting its return from the applicable
recording office.

     (d) All relevant servicing or loan documents and records in the possession
of the Depositor or the Sellers that relate to the Mortgage Loans, the WestShore
Plaza Companion Loan or B Notes and that are not required to be a part of a
Mortgage File in accordance with the definition thereof shall be delivered to
the Master Servicer or the related Primary Servicer on its behalf, on or before
the date that is 45 days following the Closing Date and shall be held by the
Master Servicer or related Primary Servicer on behalf of the Trustee in trust
for the benefit of the Certificateholders. To the extent delivered to the Master
Servicer or the related Primary Servicer by the related Seller, the Servicer
Mortgage File, will include, to the extent required to be (and actually)
delivered to the applicable Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and

                                      -90-
<PAGE>

the Assignment of Mortgage, any guaranty/indemnity agreement, any loan
agreement, the insurance policies or certificates (as applicable), the property
inspection reports, any financial statements on the property, any escrow
analysis, the tax bills, the Appraisal, the environmental report, the
engineering report, the asset summary, financial information on the Mortgagor/
sponsor and any guarantors, any letters of credit, any intercreditor agreement
and any Environmental Insurance Policies. Delivery of any of the foregoing
documents to the applicable Primary Servicer (or sub-servicer) shall be deemed
delivery to the Master Servicer and satisfy the Depositor's obligations under
this Section 2.1(d). None of the Master Servicer, the Special Servicer or any
Primary Servicer shall have any liability for the absence of any of the
foregoing items from the Servicing Mortgage File if such item was not delivered
by the related Seller.

     (e) In connection with the Depositor's assignment pursuant to Section
2.1(a) above, the Depositor shall deliver to the Trustee on or before the
Closing Date a copy of a fully executed counterpart of each Mortgage Loan
Purchase Agreement, as in full force and effect on the Closing Date, which
Mortgage Loan Purchase Agreements shall contain the representations and
warranties made by the Sellers with respect to each related Mortgage Loan as of
the Closing Date.

     (f) In connection herewith, the Depositor has acquired the Principal Loans
from Principal, the Wells Fargo Loans from Wells Fargo, the BSCMI Loans from
BSCMI, the JHREF Loans from JHREF and the MSMC Loans from MSMC. The Depositor
will deliver or cause to be delivered the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the Principal Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver or cause to be delivered the original
Mortgage Notes (or lost note affidavits with copies of the related Mortgage
Notes, as described in the definition of Mortgage File) relating to the Wells
Fargo Loans to the Trustee, endorsed as otherwise provided herein, to effect the
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,
mortgages and other loan documents. The Depositor will deliver or cause to be
delivered the original Mortgage Notes (or lost note affidavits with copies of
the related Mortgage Notes, as described in the definition of Mortgage File)
relating to the BSCMI Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan documents. The Depositor will
deliver or cause to be delivered the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the MSMC Loans to the Trustee, endorsed
as otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver or cause to be delivered the original
Mortgage Notes (or lost note affidavits with copies of the related Mortgage
Notes, as described in the definition of Mortgage File) relating to the JHREF
Loans to the Trustee, endorsed as otherwise provided herein, to effect the
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,
mortgages and other loan documents. To avoid the unnecessary expense and
administrative inconvenience associated with the execution and recording of
multiple assignment documents, Principal, Wells Fargo, BSCMI, JHREF and MSMC, as
applicable, are required under the Mortgage Loan Purchase Agreements to deliver
Assignments of Mortgages and assignments of Assignments of Leases and
assignments of UCC financing statements naming the Trustee, on behalf of the
Certificateholders, as assignee. Notwithstanding the fact that the assignments
shall name the

                                      -91-
<PAGE>

Trustee, on behalf of the Certificateholders, as the assignee, the parties
hereto acknowledge and agree that for all purposes the Principal Loans shall be
deemed to have been transferred from Principal to the Depositor, the Wells Fargo
Loans shall be deemed to have been transferred from Wells Fargo to the
Depositor, the BSCMI Loans shall be deemed to have been transferred from BSCMI
to the Depositor, the JHREF Loans shall be deemed to have been transferred from
JHREF to the Depositor and the MSMC Loans shall be deemed to have been
transferred from MSMC to the Depositor, and all Mortgage Loans shall be deemed
to have been transferred from the Depositor to the Trustee on behalf of the
Certificateholders.

     SECTION 2.2 ACCEPTANCE BY TRUSTEE. The Trustee will hold (i) the documents
constituting a part of the Mortgage Files delivered to it, (ii) the Kimball Lane
Loan REMIC Regular Interest, (iii) the REMIC I Regular Interests, and (iv) the
REMIC II Regular Interests, in each case, in trust for the use and benefit of
all present and future Certificateholders. To the extent that the contents of
the Mortgage File for any A Note relate to the corresponding B Note, the
Trustee, or the Custodian on the Trustee's behalf, will also hold such Mortgage
File in trust for the benefit of the holder of the related B Note; provided,
that if a B Note remains outstanding following payment in full of the amounts
due under the related A Notes, the Mortgage Loan documents relating to such A/B
Mortgage Loan (exclusive of any related solely to the A Notes) shall be assigned
to the holder of the B Note or its designee. To the extent that the contents of
the Mortgage File for the WestShore Plaza Pari Passu Loan relate to the
WestShore Plaza Companion Loan, the Trustee, or the Custodian, on the Trustee's
behalf, will also hold such Mortgage File in trust for the benefit of the holder
of the WestShore Plaza Companion Loan.

     On the Closing Date in respect of the Initial Certification, and within 75
days after the Closing Date in respect of the Final Certification, the Trustee
shall examine the Mortgage Files in its possession, and shall deliver to the
Depositor, the Sellers, the Master Servicer, the Special Servicer and the
Operating Adviser a certification (the "Initial Certification" and the "Final
Certification", respectively, in the respective forms set forth as Exhibit B-1
and Exhibit B-2 hereto), which may be in electronic format (i) in the case of
the Initial Certification, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in the schedule of exceptions attached
thereto, to the effect that: (A) all documents pursuant to clause (i) of the
definition of Mortgage File are in its possession, (B) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
and (C) each Mortgage Note has been endorsed as provided in clause (i) of the
definition of Mortgage File, and (ii) in the case of the Final Certification, as
to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in the schedule of exceptions attached thereto, to the effect that:
(A) all documents pursuant to clauses (i), (ii), (iv), (v), (vi), (viii), (x)
and (xii) of the definition of Mortgage File required to be included in the
Mortgage File (to the extent required to be delivered pursuant to this Agreement
and any applicable Primary Servicing Agreement), and with respect to all
documents specified in the other clauses of the definition of Mortgage File to
the extent known by a Responsible Officer of the Trustee to be required pursuant
to this Agreement, are in its possession, (B) such documents have been reviewed
by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
(C) based on its examination and only as to the Mortgage Note and Mortgage, the
street address of the Mortgaged Property set forth in the Mortgage Loan Schedule
respecting such Mortgage Loan accurately reflects the information contained in
the documents in the Mortgage File, and (D) each Mortgage Note has been
endorsed. Notwithstanding the

                                      -92-
<PAGE>

foregoing, the delivery of a commitment to issue a Title Insurance Policy in
lieu of the delivery of the actual Title Insurance Policy shall not be
considered a Material Document Defect with respect to any Mortgage File if such
actual Title Insurance Policy is delivered to the Trustee or a Custodian on its
behalf not later than the 180th day following the Closing Date. The Trustee
shall deliver to the Master Servicer, the Special Servicer, the Operating
Adviser and each Seller a copy of such Final Certification, which may be in
electronic format.

     Within 360 days after the Cut-Off Date, the Trustee shall provide a
confirmation of receipt of recorded assignments of Mortgage (as described in the
definition of Mortgage File, with evidence of recording thereon) or otherwise
provide evidence of such recordation to the Master Servicer, the Special
Servicer, the Operating Adviser and each Seller, and if any recorded assignment
of Mortgage has not been received by the Trustee by such time, the Trustee shall
provide information in such confirmation on the status of missing assignments.
The Trustee agrees to use reasonable efforts to submit for recording any
unrecorded assignments of Mortgage that have been delivered to it (including
effecting such recordation process through or cooperating with the applicable
Seller) such recordation to be at the expense of the applicable Seller;
provided, however, that the Trustee shall not submit for recording any such
assignments if the applicable Seller produces evidence that it has sent any such
assignment for recording and is awaiting its return from the applicable
recording office. In giving the certifications required above, the Trustee shall
be under no obligation or duty to inspect, review or examine any such documents,
instruments, securities or other papers to determine whether they or the
signatures thereon are valid, legal, genuine, enforceable, in recordable form or
appropriate for their represented purposes, or that they are other than what
they purport to be on their face, or to determine whether any Mortgage File
should include any assumption agreement, modification agreement, consolidation
agreement, extension agreement, Assignment of Lease, ground lease, UCC financing
statement, guaranty, written assurance, substitution agreement, lock box
agreement, intercreditor agreement, management agreement or letter of credit.

     If any exceptions are noted on a schedule of exceptions attached to the
Final Certification, including exceptions resulting from the fact that the
recordation and/or filing has not been completed (based solely on the absence of
receipt by the Custodian (or the Trustee) of the particular documents showing
evidence of the recordation and/or filing), then the Custodian on behalf of the
Trustee (or the Trustee) shall continuously update such schedule of exceptions
to reflect receipt of any corrected documents, additional documents or
instruments or evidences of recordation and/or filing, as to each Mortgage Loan,
until the earliest of the following dates: (i) the date on which all such
exceptions are eliminated (any such elimination resulting from the fact that
recordation and/or filing has been completed shall be based solely on receipt by
the Custodian or the Trustee of the particular documents showing evidence of the
recordation and/or filing), (ii) the date on which all the affected Mortgage
Loans are removed from the Trust and (iii) the second anniversary of the Closing
Date, and shall provide such updated schedule of exceptions (which may be in
electronic format) to each of the Depositor, each Seller (as to its respective
Mortgage Loans only), the Master Servicer, the Special Servicer, the Operating
Adviser and the Paying Agent on or about the date that is 180 days after the
Closing Date and then again every 90 days thereafter (until the earliest date
specified above). Upon request, the Paying Agent shall promptly forward a copy
thereof to each Certificateholder in the Controlling Class and shall deliver or
make available a copy thereof to other Certificateholders. Promptly, and in any
event within two Business Days, following any request therefor by the Depositor,
the Master Servicer, the Special Servicer or the Operating Adviser that is made
later than two years

                                      -93-
<PAGE>

following the Closing Date, the Custodian (or the Trustee) shall deliver an
updated schedule of exceptions, which may be in electronic format (to the extent
the prior schedule showed exceptions), to the requesting Person and the Paying
Agent, which shall make available a copy thereof.

     The Trustee or its authorized agents shall retain possession and custody of
each Trustee Mortgage File in accordance with and subject to the terms and
conditions set forth herein.

     SECTION 2.3 SELLERS' REPURCHASE OF MORTGAGE LOANS FOR MATERIAL DOCUMENT
DEFECTS AND MATERIAL BREACHES OF REPRESENTATIONS AND WARRANTIES.

     (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when
required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the representations and
warranties relating to the Mortgage Loans required to be made by a Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgaged
Properties as set forth in the related Mortgage Loan Purchase Agreements, and in
either case such defect or breach either (i) materially and adversely affects
the interests of the holders of the Certificates in the related Mortgage Loan,
or (ii) both (A) the document defect or breach materially and adversely affects
the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect", and such a
breach described in the preceding clause (i) or (ii), a "Material Breach") such
party shall give prompt written notice to the other parties hereto and to each
Rating Agency subject to the terms of the applicable Mortgage Loan Purchase
Agreement. Promptly (but in any event within three Business Days) upon becoming
aware of any such Material Document Defect or Material Breach, the Master
Servicer shall, and the Special Servicer may, request that the related Seller,
not later than 90 days from such Seller's receipt of the notice of such Material
Document Defect or Material Breach, cure such Material Document Defect or
Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 90-day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code)
but the related Seller is diligently attempting to effect such correction or
cure, as certified by such Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred
as a result of a monetary default or as described in clause (ii) or clause (v)
of the definition of "Servicing Transfer Event" and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 not less than 90 days prior to the delivery of the
notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to a Seller pursuant to
Section 2.2 or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

                                      -94-
<PAGE>

     If any such Material Document Defect or Material Breach cannot be corrected
or cured in all material respects within the above cure periods, the related
Seller will be obligated, not later than the last day of such permitted cure
period, to (i) repurchase the affected Mortgage Loan or REO Mortgage Loan from
the Trust at the applicable Purchase Price in accordance with the related
Mortgage Loan Purchase Agreement, or (ii) if within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the related Mortgage Loan is a "defective obligation" within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at the related Seller's option, without recourse (other than the
representations and warranties made with respect thereto), replace such Mortgage
Loan or REO Mortgage Loan with a Qualifying Substitute Mortgage Loan. If such
Material Document Defect or Material Breach would cause the Mortgage Loan to be
other than a "qualified mortgage" (as defined in the Code), then notwithstanding
the previous sentence or the previous paragraph, the repurchase must occur
within 85 days from the date the related Seller was notified of the defect and
substitution must occur within the sooner of (i) 85 days from the date the
related Seller was notified of the defect or (ii) two years from the Closing
Date. In connection with a repurchase of the Kimball Lane Loan, as contemplated
by this Section 2.3(a), the Paying Agent shall effect a "qualified liquidation"
of the Kimball Lane Loan REMIC in accordance with the REMIC Provisions. In the
case of a substitution for the Kimball Lane Loan, all references in this
Agreement to the Kimball Lane Loan shall be to the Qualifying Substitute
Mortgage Loan or Loans substituted therefor; provided, however, that the Kimball
Lane Loan REMIC Net Mortgage Rate and the Certificate Balance of the Kimball
Lane Loan REMIC Regular Interest shall not change.

     As to any Qualifying Substitute Mortgage Loan or Loans, the Master Servicer
shall not execute any instrument effecting the substitution unless the related
Seller has delivered to the Trustee for such Qualifying Substitute Mortgage Loan
or Loans, the Mortgage Note, the Mortgage, the related Assignment of Mortgage,
and such other documents and agreements as are required by Section 2.1, with the
Mortgage Note endorsed as required by Section 2.1 and the Master Servicer shall
be entitled to rely on statements and certifications from the Trustee for this
purpose. No substitution may be made in any calendar month after the
Determination Date for such month. Monthly payments due with respect to
Qualifying Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust and will be retained by Master Servicer and remitted by the
Master Servicer to the related Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to Certificateholders will include
the Scheduled Payment due on the related Deleted Mortgage Loan for such month
and thereafter the related Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan.

     The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such
amendment the Master Servicer shall deliver or cause to be delivered such
amended Mortgage Loan Schedule to the Trustee, the Paying Agent and the Special
Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement in all respects. Upon
receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute
Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to
such Deleted Mortgage Loan to the related Seller, and the Trustee (and the
Depositor, if necessary) shall execute and deliver such instruments of transfer
or assignment in the form presented to it, in each case without recourse,
representation or warranty, as shall be necessary to vest title (to the extent
that such title was

                                      -95-
<PAGE>

transferred to the Trustee or the Depositor) in the related Seller or its
designee to any Deleted Mortgage Loan (including any property acquired in
respect thereof or any insurance policy proceeds relating thereto) substituted
for pursuant to this Section 2.3.


     If (x) a Mortgage Loan is to be repurchased or replaced as contemplated
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach (as the case may be) as
to each such Crossed Mortgage Loan for purposes of the above provisions, and the
related Seller shall be obligated to repurchase or replace each such Crossed
Mortgage Loan in accordance with the provisions above unless, in the case of
such breach or document defect, the Seller (A) provides a Nondisqualification
Opinion to the Trustee at the expense of the Seller and (B) both of the
following conditions would be satisfied if the related Seller were to repurchase
or replace only those Mortgage Loans as to which a Material Breach or Material
Document Defect had occurred without regard to this paragraph (the "Affected
Loan(s)"): (i) the Debt Service Coverage Ratio for all such other Mortgage Loans
(excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x
below the debt service coverage ratio for all such other Mortgage Loans
(including the Affected Loan(s)) set forth in Appendix II to the Final
Prospectus Supplement and (B) the debt service coverage ratio for all such
Crossed Mortgage Loans (including the Affected Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement, and (ii) the
Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected
Loan(s)) is not greater than the greater of (A) the loan-to-value ratio,
expressed as a whole number (taken to one decimal place), for all such Crossed
Mortgage Loans (including the Affected Loan(s)) set forth in Appendix II to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loan(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be delivered, or direct the related Seller to (in which
case the related Seller shall) cause to be delivered to the Master Servicer, an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (ii) above has been
satisfied, in each case at the expense of the related Seller if the scope and
cost of the Appraisal is approved by the related Seller (such approval not to be
unreasonably withheld).

     With respect to any Defective Mortgage Loan, to the extent that the
applicable Seller is required to repurchase or substitute for such Defective
Mortgage Loan (each, a "Repurchased Loan") in the manner prescribed above while
the Trustee continues to hold any Crossed Mortgage Loan, the applicable Seller
and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to
forbear from enforcing any remedies against the other's Primary Collateral but
each is permitted to exercise remedies against the Primary Collateral securing
its respective Mortgage Loans, including with respect to the Trustee, the
Primary Collateral securing Mortgage Loans still held by the Trustee, so long as
such exercise does not impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of remedies by one
party would impair the ability of the other party to exercise its

                                      -96-
<PAGE>

remedies with respect to the Primary Collateral securing the Mortgage Loan or
Mortgage Loans held by such party, then both parties have agreed to forbear from
exercising such remedies until the loan documents evidencing and securing the
relevant Mortgage Loans can be modified in a manner that complies with the
applicable Mortgage Loan Purchase Agreement to remove the threat of impairment
as a result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed-Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule VIII hereto are
intended third-party beneficiaries of the provisions set forth in this paragraph
and the preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

     Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage (or with respect to any Non-Serviced Mortgage Loan, a copy thereof)
that appears to be regular on its face, unless there is included in the Mortgage
File a certified copy of the Mortgage by the local authority with which the
Mortgage was recorded; or (c) the absence from the Mortgage File of the item
called for by paragraph (viii) of the definition of Mortgage File (or with
respect to any Non-Serviced Mortgage Loan, a copy thereof). If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a), the Master Servicer) will take the steps described elsewhere in this
section, including the giving of notices to the Rating Agencies and the parties
hereto and making demand upon the related Seller for the cure of the document
defect or repurchase or replacement of the related Mortgage Loan.

     If the related Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the affected Mortgage Loan from the Trust or (iii) to replace such
Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in accordance
with the related Mortgage Loan Purchase Agreement, then provided that (x) the
period of time provided for the related Seller to correct, repurchase or cure
has expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, workout or foreclose, sell or otherwise liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to Section 9.5, Section 9.12,
Section 9.15 and Section 9.36, as applicable, hereof, while pursuing the
repurchase claim. The related Seller has acknowledged and agreed under the
related Mortgage Loan Purchase Agreement that any modification of the Mortgage
Loan pursuant to a workout shall not constitute a defense to any repurchase
claim nor shall such modification and workout change the Purchase Price due from
the related Seller for any repurchase claim. In the event of any such
modification and workout, the related Seller has agreed under the related
Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan as modified and
that the Purchase Price shall include any Work-Out Fee paid to the Special
Servicer up to the date of repurchase plus the present value (calculated at a
discount rate equal to the applicable Mortgage

                                      -97-
<PAGE>

Rate) of the Work-Out Fee that would have been payable to the Special Servicer
in respect of such Mortgage Loan if the Mortgage Loan performed in accordance
with its terms to its Maturity Date, provided that no amount shall be paid by
the related Seller in respect of any Work-Out Fee if a Liquidation Fee already
comprises (or will comprise) a portion of the Purchase Price. The related Seller
shall be notified promptly and in writing by (i) the Trustee of any notice that
it receives that an Option Holder intends to exercise its Option to purchase the
Mortgage Loan in accordance with and as described in Section 9.36 hereof and
(ii) the Special Servicer of any offer that it receives to purchase the
applicable REO Property, each in connection with such liquidation. Upon the
receipt of such notice by the related Seller, the related Seller shall then have
the right to purchase the related Mortgage Loan or REO Property, as applicable,
from the Trust at a purchase price equal to, in the case of clause (i) of the
immediately preceding sentence, the Option Purchase Price or, in the case of
clause (ii) of the immediately preceding sentence, the amount of such offer.
Notwithstanding anything to the contrary contained herein or in the related
Mortgage Loan Purchase Agreement, the right of any Option Holder to purchase
such Mortgage Loan shall be subject and subordinate to the Seller's right to
purchase such Mortgage Loan as described in the immediately preceding sentence.
The related Seller shall have five (5) Business Days to notify the Trustee or
the Special Servicer, as applicable, of its intent to so purchase the Mortgage
Loan or related REO Property from the date that it was notified of such
intention to exercise such Option or of such offer. The Special Servicer shall
be obligated to provide the related Seller with any appraisal or other third
party reports relating to the Mortgaged Property within its possession to enable
the related Seller to evaluate the related Mortgage Loan or REO Property. Any
sale of the related Mortgage Loan, or foreclosure upon such Mortgage Loan and
sale of the related REO Property, to a Person other than the related Seller
shall be without (i) recourse of any kind (either expressed or implied) by such
Person against the related Seller and (ii) representation or warranty of any
kind (either expressed or implied) by the related Seller to or for the benefit
of such Person.

     The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. After a final liquidation of the Mortgage Loan or REO
Mortgage Loan, if a court of competent jurisdiction issues a final order after
the expiration of any applicable appeal period that the related Seller is or was
obligated to repurchase the related Mortgage Loan or REO Mortgage Loan (a "Final
Judicial Determination") or the related Seller otherwise accepts liability,
then, but in no event later than the Termination of the Trust pursuant to
Section 9.30 hereof, the related Seller will be obligated to pay to the Trust
the difference between any Liquidation Proceeds received upon such liquidation
(including those arising from any sale to the related Seller) and the Purchase
Price.

     Notwithstanding anything to the contrary contained herein, in connection
with any sale or other liquidation of a Mortgage Loan or REO Property as
described in this Section 2.3, the Special Servicer shall not receive a
Liquidation Fee from the applicable Seller (but may

                                      -98-
<PAGE>

collect such Liquidation Fee from the related Liquidation Proceeds as otherwise
provided herein); provided, however, that in the event the applicable Seller is
obligated to repurchase the Mortgage Loan or REO Property after a final
liquidation of such Mortgage Loan or REO Property pursuant to the immediately
preceding paragraph, an amount equal to any Liquidation Fee (calculated on the
basis of Liquidation Proceeds) payable to the Special Servicer shall be included
in the definition of "Purchase Price" in respect of such Mortgage Loan or REO
Property. Except as expressly set forth above, no Liquidation Fee shall be
payable in connection with a repurchase of a Mortgage Loan by a Seller.


     In any month in which the related Seller substitutes one or more Qualifying
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate Principal
Balance of all such Qualifying Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Principal Balance of all such Deleted
Mortgage Loans (in each case after application of scheduled principal portion of
the monthly payments received in the month of substitution). The Depositor shall
cause the related Seller to deposit the amount of such shortage into the
Certificate Account in the month of substitution, without any reimbursement
thereof. In addition, the Depositor shall cause the related Seller to deposit
into the Certificate Account, together with such shortage, if any, an amount
equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of
the applicable Mortgage Rate from the Due Date as to which interest was last
paid up to the Due Date next succeeding such substitution together with the
amount of unreimbursed Servicing Advances, amounts required to be paid to the
Special Servicer but remaining unpaid or unreimbursed, and interest on
unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance
Rate. The Depositor shall cause the related Seller, in the case of the Mortgage
Loans, to give notice in writing (accompanied by an Officer's Certificate as to
the calculation of such shortage) to the Trustee, the Paying Agent and the
Master Servicer of such event which notice shall be accompanied by an Officer's
Certificate as to the calculation of such shortfall.

     If the affected Mortgage Loan is to be repurchased, the Master Servicer
shall designate the Certificate Account as the account to which funds in the
amount of the Purchase Price are to be wired. Any such purchase of a Mortgage
Loan shall be on a whole loan, servicing released basis.

     (b) In connection with any repurchase of or substitution for a Mortgage
Loan contemplated by this Section 2.3, the Trustee, the Master Servicer and the
Special Servicer shall each tender to the related Seller, upon delivery to each
of them of a receipt executed by such Seller, all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File shall be endorsed or
assigned to the extent necessary or appropriate to the related Seller or its
designee in the same manner, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee, but in any event, without recourse,
representation or warranty; provided that such tender by the Trustee shall be
conditioned upon its receipt from the Master Servicer of a Request for Release.
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 2.3, and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so.
The Master

                                      -99-
<PAGE>

Servicer shall, and is also hereby authorized and empowered by the Trustee to,
reconvey to the related Seller any deposits then held in an Escrow Account
relating to the Mortgage Loan being repurchased or substituted for. The Master
Servicer shall indemnify the Trustee for all costs, liabilities and expenses
(including attorneys' fees) incurred by the Trustee in connection with any
negligent or intentional misuse of any such powers of attorney by the Master
Servicer.

     (c) The Mortgage Loan Purchase Agreements provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.
The parties hereunder understand that (i) Principal, as Seller under Mortgage
Loan Purchase Agreement III, will be providing the remedies with respect to the
Principal Loans, (ii) Wells Fargo, as Seller under Mortgage Loan Purchase
Agreement II, will be providing the remedies with respect to the Wells Fargo
Loans, (iii) BSCMI, as Seller under Mortgage Loan Purchase Agreement I, will be
providing the remedies with respect to the BSCMI Loans, (iv) JHREF, as Seller
under Mortgage Loan Purchase Agreement V, will be providing the remedies with
respect to the JHREF Loans and (v) MSMC, as Seller under Mortgage Loan Purchase
Agreement IV, will be providing the remedies with respect to the MSMC Loans.

     If the Master Servicer or the Special Servicer receives notice from the
Mortgagor under the Kimball Lane Loan that such Mortgagor intends to defease the
Kimball Lane Loan on or before the second anniversary of the Startup Day, the
Master Servicer or the Special Servicer shall promptly notify the Trustee, the
Paying Agent and the applicable Seller of such Mortgagor's intention, and the
Master Servicer shall direct such Seller to repurchase the Kimball Lane Loan at
the Purchase Price on a Due Date, but in no event later than one Business Day
prior to the date scheduled for such defeasance. In addition, the applicable
Seller, in this circumstance, shall be required to remit the Kimball Lane Yield
Maintenance Amount to the Paying Agent to distribute to the Class A-1, Class X-1
and Class X-2 Certificateholders the amounts to which they are entitled in
accordance with Section 6.11. If the applicable Seller fails to purchase the
Kimball Lane Loan as required, the Special Servicer shall sell such Kimball Lane
Loan from the Trust Fund at the highest available price and shall effect a
"qualified liquidation" of the Kimball Lane Loan REMIC, within the meaning of
Section 860F(a)(4) of the Code, as soon as reasonably practicable (but in no
event later than one Business Day prior to the date of such early defeasance).
The Trust shall be indemnified by the applicable Seller for any amount by which
the Purchase Price plus the Kimball Lane Yield Maintenance Amount exceeds the
proceeds received by the Trust with respect to such sale and liquidation of the
Kimball Lane Loan.


     (d) The Trustee or its designee (which, with the Master Servicer's consent,
may be the Master Servicer or which, with the Special Servicer's consent, may be
the Special Servicer) shall enforce the provisions of this Section 2.3.


     (e) BSCMI shall have the right, prior to January 14, 2004 and in its sole
discretion, to substitute one or more Qualifying Substitute Mortgage Loans for
one or more of the Mortgage Loans sold to the Depositor by Bear Stearns
Commercial Mortgage, Inc., provided that the aggregate Principal Balance of such
Deleted Mortgage Loans shall not exceed $9,500,000 and provided, further, that
such substitution is part of a bona fide replacement (and not part of a swap of
mortgages) within the meaning of Section 860G(e)(5) of the Code. In connection
with such a substitution, BSCMI and the parties hereto shall comply with the
second,

                                     -100-

<PAGE>

third, fourth and eleventh paragraphs of Section 2.3(a) and Section 2.3(b). In
connection with any substitution pursuant to this Section 2.3(e), (i) the
Certificate Balance and Kimball Lane Loan REMIC Net Mortgage Rate of the Kimball
Lane Loan REMIC Regular Interest shall not be changed, and (ii) the Certificate
Balance and REMIC I Net Mortgage Rate of the related REMIC I Regular Interest
shall not be changed. If BSCMI exercises its right to substitute one or more
Qualifying Substitute Mortgage Loans for the Kimball Lane Loan pursuant to this
Section 2.3(e), and the Qualifying Substitute Mortgage Loan or Loans delivered
in connection therewith do not otherwise satisfy the requirements set forth in
clauses (i) and (ii) of the definition of "Qualifying Substitute Mortgage Loan"
(but the aggregate scheduled cash flow of the Qualifying Substitute Mortgage
Loan or Loans is sufficient to pay interest on the Due Date(s) of the related
Qualifying Substitute Mortgage Loan or Loans on the Certificate Balance of the
Kimball Lane Loan REMIC Regular Interest at the Kimball Lane Loan REMIC Net
Mortgage Rate and the ultimate payment of principal in an amount sufficient to
reduce the Certificate Balance of the Kimball Lane Loan REMIC Regular Interest
to zero), then that cash flow when received shall be allocated first to the
accrued and unpaid interest on the Certificate Balance of the Kimball Lane Loan
REMIC Regular Interest at the Kimball Lane Loan REMIC Net Mortgage Rate, second
in respect of principal in reduction of the Certificate Balance of the Kimball
Lane Loan REMIC Regular Interest until reduced to zero at which time the
remainder of the cash flow shall be paid to the Kimball Lane Loan REMIC Residual
Interest, and such amounts allocable as interest and principal shall be deemed
to constitute interest paid on and principal of the Mortgage Loan underlying the
Kimball Lane Loan REMIC Regular Interest in the amounts reallocated hereunder
for all purposes of this Agreement (notwithstanding the characterization of such
payments prior to such reallocation).


     SECTION 2.4 REPRESENTATIONS AND WARRANTIES. The Depositor hereby represents
and warrants to the Master Servicer, the Special Servicer, the Trustee (in its
capacity as Trustee of the Trust), the Fiscal Agent and the Paying Agent as of
the Closing Date that:


     (a) The Depositor is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence and has full
corporate power and authority to own its property, to carry on its business as
presently conducted, to enter into and perform its obligations under this
Agreement, and to create the trust pursuant hereto;

     (b) The execution and delivery by the Depositor of this Agreement have been
duly authorized by all necessary corporate action on the part of the Depositor;
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under, (i)
any of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on the Depositor or its properties; (ii) the certificate
of incorporation or bylaws of the Depositor; or (iii) the terms of any indenture
or other agreement or instrument to which the Depositor is a party or by which
it is bound; neither the Depositor nor any of its Affiliates is a party to,
bound by, or in breach of or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or to the best
knowledge of the Depositor may in the future materially and adversely affect (i)
the ability of the Depositor to perform its obligations under this Agreement or
(ii) the business, operations, financial condition, properties or assets of the
Depositor;

                                     -101-
<PAGE>

     (c) The execution, delivery and performance by the Depositor of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;

     (d) This Agreement has been duly executed and delivered by the Depositor
and, assuming due authorization, execution and delivery by the Trustee,
constitutes a valid and binding obligation of the Depositor enforceable against
it in accordance with its terms;


     (e) There are no actions, suits or proceedings pending or, to the best of
the Depositor's knowledge, threatened or likely to be asserted against or
affecting the Depositor, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the transactions
contemplated by this Agreement or (B) with respect to any other matter which in
the judgment of the Depositor will be determined adversely to the Depositor and
will, if determined adversely to the Depositor, materially and adversely affect
it or its business, assets, operations or condition, financial or otherwise, or
adversely affect its ability to perform its obligations under this Agreement;
and

     (f) Immediately prior to the consummation of the transactions contemplated
in this Agreement, the Depositor had good title to and was the sole owner of
each Mortgage Loan free and clear of any and all adverse claims, charges or
security interests (including liens arising under the federal tax laws or the
Employee Retirement Income Security Act of 1974, as amended).

     SECTION 2.5 CONVEYANCE OF INTERESTS. Effective as of the Closing Date, the
Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, in trust, all the right, title and
interest of the Depositor in and to (i) the Majority Mortgage Loans and the
Kimball Lane Loan REMIC Regular Interest in exchange for the REMIC I Regular
Interests, (ii) the REMIC I Regular Interests in exchange for the REMIC II
Interests, (iii) the REMIC II Regular Interests in exchange for the REMIC III
Certificates, (iv) the Excess Interest in exchange for the Class O Grantor Trust
Interest and (v) the Kimball Lane Yield Maintenance Amounts in exchange for the
Class A-1 Grantor Trust Interest, Class X-1 Grantor Trust Interest and Class X-2
Grantor Trust Interest.

                                  ARTICLE III

                                THE CERTIFICATES

     SECTION 3.1 THE CERTIFICATES.

     (a) The Certificates shall be in substantially the forms set forth in the
Exhibits attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement or as may in the reasonable judgment of the Trustee or the Depositor
be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which any of the
Certificates may be listed, or as may, consistently

                                     -102-
<PAGE>

herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.

     The Definitive Certificates shall be printed, typewritten, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which any
of the Certificates may be listed, all as determined by the officers executing
such Certificates, as evidenced by their execution thereof.

     (b) The Class A Certificates will be issuable in denominations of $25,000
initial Certificate Balance and in any whole dollar denomination in excess
thereof. The Class X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates
will be issuable in denominations of $100,000 initial Certificate Balance or
initial Notional Amount (as applicable) or in any whole dollar denomination in
excess thereof. The Class R-I, Class R-II, Class R-III and Class R-K
Certificates will be issued in minimum Percentage Interests of 10% and integral
multiples of 10% in excess thereof.

     (c) Each Certificate shall, on original issue, be executed by the
Certificate Registrar and authenticated by the Authenticating Agent upon the
order of the Depositor. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating Agent by
manual signature, and such certification 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. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates to the
Authenticating Agent for authentication and the Authenticating Agent shall
authenticate and deliver such Certificates as in this Agreement provided and not
otherwise. In the event that additional Certificates need to be prepared at any
time subsequent to the Closing Date, the Depositor shall prepare, or cause to be
prepared, deliver, or cause to be delivered, at the Depositor's expense, any
such additional Certificates. With respect to the Class A, Class X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O Certificates that are issued in book-entry form, on
the Closing Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Book-Entry Certificates that are issued to a Clearing Agency or its
nominee as provided in Section 3.7 against payment of the purchase price
thereof. With respect to the Class H, Class J, Class K, Class L, Class M, Class
N and Class O Certificates that are issued in definitive form, on the Closing
Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Definitive Certificates that are issued to the registered holder
thereof against payment of the purchase price thereof.

     SECTION 3.2 REGISTRATION. The Paying Agent shall be the initial Certificate
Registrar in respect of the Certificates and the Certificate Registrar shall
maintain books for the registration and for the transfer of Certificates (the
"Certificate Register"). The Certificate Registrar may resign or be discharged
or removed by the Paying Agent or the Certificateholders, and a new successor
may be appointed, in accordance with the procedures and requirements set forth
in Sections 7.6 and 7.7 hereof with respect to the resignation, discharge or
removal of the Paying Agent and the appointment of a successor Paying Agent. The
Certificate Registrar may

                                     -103-

<PAGE>

appoint, by a written instrument delivered to the Holders and the Trustee, any
trust company to act as co-registrar under such conditions as the Certificate
Registrar may prescribe; provided that the Certificate Registrar shall not be
relieved of any of its duties or responsibilities hereunder by reason of such
appointment.

     SECTION 3.3 TRANSFER AND EXCHANGE OF CERTIFICATES.

     (a) A Certificate may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the Corporate Trust Office,
duly endorsed or accompanied by a written instrument of transfer duly executed
by such Holder or such Holder's duly authorized attorney in such form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, and subject to the
restrictions set forth in the other subsections of this Section 3.3, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates of the
same Class and evidencing, in the aggregate, the same aggregate initial
Certificate Balance, initial Notional Amount or Percentage Interest, as the case
may be, as the Certificate being transferred. No service charge shall be made to
a Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
or transfer of Certificates. The Certificate Registrar may decline to accept any
request for a registration of transfer of any Certificate during the period
beginning five calendar days prior to any Distribution Date.

     (b) A Certificate may be exchanged by the Holder thereof for any number of
new Certificates of the same Class, in authorized denominations, representing in
the aggregate the same initial Certificate Balance, initial Notional Amount or
Percentage Interest, as the case may be, as the Certificate surrendered, upon
surrender of the Certificate to be exchanged at the offices of the Certificate
Registrar duly endorsed or accompanied by a written instrument of exchange duly
executed by such Holder or such Holder's duly authorized attorney in such form
as is satisfactory to the Certificate Registrar. Certificates delivered upon any
such exchange will evidence the same obligations, and will be entitled to the
same rights and privileges, as the Certificates surrendered. No service charge
shall be made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

     (c) No transfer, sale, pledge or other disposition of any Non-Registered
Certificate or interest therein shall be made unless such transfer, sale, pledge
or other disposition 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 Non-Registered Certificate held as a
Definitive 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 such Non-Registered Certificate by the Depositor or one of its
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

                                     -104-
<PAGE>


Exhibit D-1 hereto and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit D-2A hereto or
as Exhibit D-2B hereto; or (ii) an Opinion of Counsel satisfactory to the
Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, 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 (such Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent, the
Trustee or the Certificate Registrar in their respective capacities as such). If
a transfer of any interest in a Non-Registered Certificate that constitutes a
Book-Entry 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 any interest in such Non-Registered Certificate by the Depositor or
any of its 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 D-3A hereto or as Exhibit D-3B hereto, or (ii) an Opinion of Counsel to
the effect that such transfer may be made without registration under the
Securities Act. None of the Depositor, the Fiscal Agent, the Paying Agent, the
Trustee, the Master Servicer, the Special Servicer or the Certificate Registrar
is obligated to register or qualify any Class of Non-Registered Certificates
under the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Certificate. Any Certificateholder or Certificate Owner desiring to effect a
transfer of Non-Registered Certificates or interests therein shall, and does
hereby agree to, indemnify the Depositor, each Underwriter, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent and
the Certificate Registrar against any liability that may result if the transfer
is not exempt from such registration or qualification or is not made in
accordance with such federal and state laws.

     (d) No transfer of a Non-Investment Grade Certificate or Residual
Certificate or any interest therein shall be made (A) 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, without
limitation, insurance company general accounts, that is subject to Title I of
ERISA or Section 4975 of the Code or any applicable federal, state or local law
("Similar Laws") materially similar to the foregoing provisions of ERISA or the
Code (each, a "Plan"), (B) in book-entry form to an Institutional Accredited
Investor who is not also a Qualified Institutional Buyer or (C) 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 "plan assets" of a
Plan, unless: (i) in the case of a Non-Investment Grade Certificate that
constitutes a Book-Entry Certificate and is being sold to a Qualified
Institutional Buyer, the purchase and holding of such Certificate or interest
therein qualifies for the exemptive relief available under Sections I and III of
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60;
or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive
Certificate, the prospective Transferee provides the Certificate Registrar with
a certification of facts and an Opinion of Counsel which establish to the
satisfaction of the Certificate Registrar that such transfer will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or subject the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer or the
Certificate Registrar to any obligation in addition to those undertaken in this
Agreement. Each Person who acquires any Non-Investment Grade Certificate or
Residual Certificate or interest therein (unless

                                     -105-

<PAGE>

it shall have acquired such Certificate or interest therein from the Depositor
or an Affiliate thereof or unless it shall have delivered to the Certificate
Registrar the certification of facts and Opinion of Counsel referred to in
clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar (or, in the case of an interest in a Non-Investment Grade
Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with "plan assets" of a Plan; or (ii) that, in the case of a
Non-Investment Grade Certificate, the purchase and holding of such Certificate
or interest therein by such person qualifies for the exemptive relief available
under Sections I and III of PTCE 95-60 or another exemption from the "prohibited
transactions" rules under ERISA by the U.S. Department of Labor or similar
exemption under Similar Laws.

     (e) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under clause (F) below to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (G) below to negotiate the terms of any
mandatory sale and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of such person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

          (A) (1) Each Person holding or acquiring any Ownership Interest in a
     Residual Certificate shall be a Permitted Transferee and a United States
     Tax Person and shall promptly notify the Certificate Registrar of any
     change or impending change in its status as a Permitted Transferee and (2)
     each Person holding or acquiring any Ownership Interest in a Residual
     Certificate shall be a Qualified Institutional Buyer and shall promptly
     notify the Certificate Registrar of any change or impending change in its
     status as a Qualified Institutional Buyer.

          (B) In connection with any proposed Transfer of any Ownership Interest
     in a Residual Certificate, the Certificate Registrar shall require delivery
     to it, and no Transfer of any Residual Certificate shall be registered
     until the Certificate Registrar receives, an affidavit and agreement
     substantially in the form attached hereto as Exhibit E-1 (a "Transfer
     Affidavit and Agreement") from the proposed Transferee, in form and
     substance satisfactory to the Certificate Registrar, representing and
     warranting, among other things, that such Transferee is a Permitted
     Transferee, that it is a Qualified Institutional Buyer, that it is not
     acquiring its Ownership Interest in the Residual Certificate that is the
     subject of the proposed Transfer as a nominee, trustee or agent for any
     Person that is not a Permitted Transferee, that for so long as it retains
     its Ownership Interest in a Residual Certificate, it will endeavor to
     remain a Permitted Transferee, that it is a United States Tax Person, that
     it is not a foreign permanent establishment or fixed base, within the
     meaning of any applicable income tax treaty, of any United States Tax
     Person, that it has historically paid its debts as they have come due and
     will continue to do so in the future, that it understands that its tax
     liability with respect to the Residual Certificates may exceed cash flows
     thereon and it intends to pay such taxes as they come due, that it will not
     cause income with respect to the


                                     -106-
<PAGE>

     Residual Certificates to be attributable to a foreign permanent
     establishment or fixed base, within the meaning of any applicable income
     tax treaty, of such proposed Transferee or any other United States Tax
     Person, that it will provide the Certificate Registrar with all information
     necessary to determine that the applicable paragraphs of Section 13 of such
     Transfer Affidavit and Agreement are true or that Section 13 is not
     applicable, and that it has reviewed the provisions of this Section 3.3(e)
     and agrees to be bound by them.

          (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
     by a proposed Transferee under clause (B) above, if the Certificate
     Registrar has actual knowledge that the proposed Transferee is not a
     Permitted Transferee or is not a United States Tax Person, no Transfer of
     an Ownership Interest in a Residual Certificate to such proposed Transferee
     shall be effected.

          (D) Each Person holding or acquiring an 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 E-2 among other things stating that (x) it
     has conducted a reasonable investigation of the financial condition of the
     proposed Transferee and, as a result of the investigation, the Transferor
     determines that the proposed Transferee had historically paid its debts as
     they came due and found no significant evidence that the proposed
     Transferee will not continue to pay its debts as they come due in the
     future and, (y) it has no actual knowledge that such prospective Transferee
     is not a Permitted Transferee, is not a United States Tax Person, is a
     foreign permanent establishment or fixed base, within the meaning of any
     applicable income tax treaty, of any United States Tax Person or is a
     Person with respect to which income on the Residual Certificate is
     attributable to a foreign permanent establishment or fixed base, within the
     meaning of any applicable income tax treaty.

          (E) Each Person holding or acquiring an Ownership Interest in a
     Residual Certificate that is a "pass-through interest holder" within the
     meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) or is
     holding an Ownership Interest in a Residual Certificate on behalf of a
     "pass-through interest holder", by purchasing an Ownership Interest in such
     Certificate, agrees to give the Certificate Registrar written notice of its
     status as such immediately upon holding or acquiring such Ownership
     Interest in a Residual Certificate.

          (F) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the provisions of this Section 3.3(e) or if any
     Holder of a Residual Certificate shall lose its status as a Permitted
     Transferee or a United States Tax Person, then the last preceding Holder of
     such Residual Certificate that was in compliance with the provisions of
     this Section 3.3(e) shall be restored, to the extent permitted by law, to
     all rights and obligations as Holder thereof retroactive to the date of
     registration of such Transfer of such Residual Certificate. None of the
     Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
     Certificate Registrar or the Paying Agent shall be under any liability to
     any Person for any registration of Transfer of a Residual

                                     -107-
<PAGE>

     Certificate that is in fact not permitted by this Section 3.3(e) 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.

          (G) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the restrictions in this Section 3.3(e), or if
     any Holder of a Residual Certificate shall lose its status as a Permitted
     Transferee or a United States Tax Person, and to the extent that the
     retroactive restoration of the rights and obligations of the prior Holder
     of such Residual Certificate as described in clause (F) above shall be
     invalid, illegal or unenforceable, then the Trustee shall have the right,
     without notice to the Holder or any prior Holder of such Residual
     Certificate, but not the obligation, to sell or cause to be sold such
     Residual Certificate to a purchaser selected by the Trustee on such terms
     as the Trustee may choose. Such noncomplying Holder shall promptly endorse
     and deliver such Residual Certificate in accordance with the instructions
     of the Certificate Registrar. Such purchaser may be the Certificate
     Registrar itself or any Affiliate of the Certificate Registrar. The
     proceeds of such sale, net of the commissions (which may include
     commissions payable to the Certificate Registrar or its Affiliates),
     expenses and taxes due, if any, will be remitted by the Certificate
     Registrar to such noncomplying Holder. The terms and conditions of any sale
     under this clause (G) shall be determined in the sole discretion of the
     Certificate Registrar, and the Certificate Registrar shall not be liable to
     any Person having an Ownership Interest in a Residual Certificate as a
     result of its exercise of such discretion.

The Master Servicer, on behalf of the Paying Agent, shall make available, upon
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information 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 not a Permitted Transferee, 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 not a Permitted Transferee. The Person holding such Ownership Interest
shall be responsible for the reasonable compensation of the Master Servicer and
the Paying Agent for providing such information.

     The provisions of this Section 3.3(e) may be modified, added to or
eliminated, provided that there shall have been delivered to the Trustee, the
Paying Agent, the Certificate Registrar, the Master Servicer, the Operating
Adviser and the Depositor 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


                                     -108-
<PAGE>

     Rating Agency to qualify, downgrade or withdraw its then current rating of
     any Class of Certificates; and

          (B) an Opinion of Counsel, in form and substance satisfactory to the
     Trustee, the Certificate Registrar and the Depositor, to the effect that
     such modification of, addition to or elimination of such provisions will
     not cause any of the Kimball Lane Loan REMIC, REMIC I, REMIC II or REMIC
     III to (x) cease to qualify as a REMIC or (y) be subject to an entity-level
     tax caused by the Transfer of any Residual Certificate to a Person which is
     not a Permitted Transferee, or cause a Person other than the prospective
     Transferee to be subject to a tax caused by the Transfer of a Residual
     Certificate to a Person which is not a Permitted Transferee.

     (f) None of the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Paying Agent or the Certificate Registrar shall have any
liability to the Trust arising from a transfer of any Certificate in reliance
upon a certification, ruling or Opinion of Counsel described in this Section
3.3; provided, however, that the Certificate Registrar shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e); provided, further, that the
Certificate Registrar shall not register the transfer of a Noneconomic Residual
Interest if it shall have received notice that the Transferor has determined, as
a result of the investigation under Section 3.3(e)(D), that the proposed
Transferee has not paid its debts as they came due or that it will not pay its
debts as they come due in the future. The Certificate Registrar shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer or exchange of Certificates or any interest therein
imposed under this Article III or under applicable law other than to require
delivery of the certifications and/or opinions described in this Article III;
provided, however, that the Certificate Registrar shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have
no liability for transfers (including without limitation transfers made through
the book-entry facilities of the Depository or between or among Participants or
Certificate Owners) made in violation of applicable restrictions, provided that
the Certificate Registrar has satisfied its duties expressly set forth in
Sections 3.3(c), 3.3(d) and 3.3(e).

     (g) All Certificates surrendered for transfer and exchange shall be
physically cancelled by the Certificate Registrar, and the Certificate Registrar
shall hold such cancelled Certificates in accordance with its standard
procedures.

     (h) The Certificate Registrar shall provide the Master Servicer, the
Special Servicer and the Depositor, upon written request, with an updated copy
of the Certificate Register within a reasonable period of time following receipt
of such request.

     (i) Unless and until it is exchanged in whole for the individual
Certificates represented thereby, a Global Certificate representing all of the
Certificates of a Class may not be transferred, except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Clearing Agency or a nominee of such successor
Clearing

                                     -109-

<PAGE>

Agency, and no such transfer to any such other Person may be registered;
provided that this subsection (i) shall not prohibit any transfer of a
Certificate of a Class that is issued in exchange for a Global Certificate of
the same Class pursuant to Section 3.9 below. Nothing in this subsection (i)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Certificate effected in accordance with the other provisions of this
Section 3.3.

     SECTION 3.4 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (A) 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 (B) except in the case of a mutilated
Certificate so surrendered, there is delivered to the Certificate Registrar such
security or indemnity as may be required by it to save it harmless, then, in the
absence of notice to 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 like tenor and interest in the Trust. In connection with the
issuance of any new Certificate under this Section 3.4, the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
3.4 shall constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

     SECTION 3.5 PERSONS DEEMED OWNERS. Prior to presentation of a Certificate
for registration of transfer, the Master Servicer, the Special Servicer, the
Fiscal Agent, the Trustee, the Operating Adviser, the Paying Agent and any agent
of the Master Servicer, the Special Servicer, the Fiscal Agent, the Paying
Agent, the Trustee or the Operating Adviser 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 as provided in this
Agreement and for all other purposes whatsoever, and neither the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the Paying Agent,
the Operating Adviser nor any agent of the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Paying Agent or the Operating
Adviser shall be affected by any notice to the contrary.

     SECTION 3.6 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.

     If three or more Certificateholders, a Certificateholder holding all the
Certificates of any Class of Certificates, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Operating Adviser or the Depositor
(A) request in writing from the Certificate Registrar a list of the names and
addresses of Certificateholders and (B) in the case of a request by
Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the
Trustee or the Operating Adviser, as applicable, access during normal business
hours to a current list of the Certificateholders. The expense of providing any
such information requested by such Person shall be borne by the party requesting
such information and shall not be borne by the Certificate Registrar or the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar and the Trustee shall not be held

                                     -110-
<PAGE>

accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.

     SECTION 3.7 BOOK-ENTRY CERTIFICATES.

     (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class X-1, Class X-2,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N and Class O Certificates, upon original issuance, each
shall be issued in the form of one or more Certificates representing the
Book-Entry Certificates, to be delivered to the Certificate Registrar, as
custodian for The Depository Trust Company (the "Depository"), the initial
Clearing Agency, by, or on behalf of, the Depositor, provided, that any
Non-Investment Grade Certificates sold to Institutional Accredited Investors
that are not Qualified Institutional Buyers will be issued as Definitive
Certificates. The Certificates shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of the Depository, as the
initial Clearing Agency, and no Certificate Owner will receive a definitive
certificate representing such Certificate Owner's interest in the Certificates,
except as provided in Section 3.9. Unless and until Definitive Certificates have
been issued to the Certificate Owners pursuant to Section 3.9:

          (i) the provisions of this Section 3.7 shall be in full force and
effect with respect to each such Class;

          (ii) the Depositor, the Master Servicer, the Paying Agent, the
Certificate Registrar and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Certificates) as the
authorized representative of the Certificate Owners;

          (iii) to the extent that the provisions of this Section 3.7 conflict
with any other provisions of this Agreement, the provisions of this Section 3.7
shall control with respect to each such Class; and

          (iv) the rights of the Certificate Owners of each such Class shall be
exercised only through the Clearing Agency and the applicable Participants and
shall be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Participants. Pursuant to
the Depository Agreement, unless and until Certificates are issued pursuant to
Section 3.9, the initial Clearing Agency will make book-entry transfers among
the Participants and receive and transmit distributions of principal and
interest on the related Certificates to such Participants.

     (b) For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of the Certificates
evidencing a specified percentage of the aggregate unpaid principal amount of
Certificates, such direction or consent may be given by the Clearing Agency at
the direction of Certificate Owners owning Certificates evidencing the requisite
percentage of principal amount of Certificates. The Clearing Agency may take
conflicting actions with respect to the Certificates to the extent that such
actions are taken on behalf of the Certificate Owners.

     (c) The Certificates of each Class (other than the Residual Certificates)
initially sold in reliance on Rule 144A or with respect to the Class E, Class F
and Class G Certificates sold to Institutional Accredited Investors shall be
represented by the Rule 144A-IAI

                                     -111-
<PAGE>

Global Certificate for such Class, which shall be deposited with the Certificate
Registrar, as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository. The Class H, Class J, Class K, Class L, Class
M, Class N and Class O Certificates initially sold to Institutional Accredited
Investors that are not Qualified Institutional Buyers shall be represented by
IAI Definitive Certificates for such Class. The Certificates evidenced by any
Rule 144A-IAI Global Certificate or IAI Definitive Certificate shall be subject
to certain restrictions on transfer as set forth in Section 3.3 hereof and shall
bear legend(s) regarding such restrictions described herein.

     (d) The Certificates of each Class (other than the Residual Certificates)
initially sold in offshore transactions in reliance on Regulation S shall be
represented by the Regulation S Temporary Global Certificate for such Class,
which shall be deposited with the Certificate Registrar, as custodian for the
Depository and registered in the name of Cede & Co. as nominee of the
Depository. Not earlier than the Release Date, beneficial interests in any
Regulation S Temporary Global Certificate shall be exchangeable for beneficial
interests in the Regulation S Permanent Global Certificate for such Class.
Beneficial interests in any Regulation S Temporary Global Certificate may be
held only through Euroclear Bank or Clearstream Bank; provided, however, that
such interests may be exchanged for interests in the Rule 144A-IAI Global
Certificate for such Class in accordance with the certification requirements
described in Section 3.7(f). The Regulation S Permanent Global Certificates
shall be deposited with the Certificate Registrar, as custodian for the
Depository and registered in the name of Cede & Co. as nominee of the
Depository.

     On or prior to the Release Date and on or prior to any Distribution Date
occurring prior to the Release Date, each Certificate Owner of a Regulation S
Temporary Global Certificate that holds a beneficial interest therein on the
Release Date or on any such Distribution Date, as the case may be, must deliver
to Euroclear Bank or Clearstream Bank (as applicable) a Regulation S
Certificate; provided, however, that any Certificate Owner that holds a
beneficial interest in a Regulation S Temporary Global Certificate on the
Release Date or on any such Distribution Date that has previously delivered a
Regulation S Certificate to Euroclear Bank or Clearstream Bank with respect to
its interest therein does not need to deliver any subsequent Regulation S
Certificate (unless the certificate previously delivered is no longer true as of
such subsequent date, and such Certificate Owner must promptly notify Euroclear
Bank or Clearstream Bank, as applicable, thereof). Euroclear Bank or Clearstream
Bank, as applicable, shall be required to promptly deliver to the Certificate
Registrar a certificate substantially in the form of Exhibit I hereto to the
effect that it has received the requisite Regulation S Certificates for each
such Class, and no Certificate Owner (or transferee from any such Certificate
Owner) shall be entitled to receive an interest in the Regulation S Permanent
Global Certificate for such Class or any payment or principal or interest with
respect to its interest in such Regulation S Temporary Global Certificate prior
to the Certificate Registrar receiving such certification from Euroclear Bank or
Clearstream Bank with respect to the portion of the Regulation S Temporary
Global Certificate owned by such Certificate Owner (and, with respect to an
interest in the applicable Regulation S Permanent Global Certificate, prior to
the Release Date). After the Release Date, distributions due with respect to any
beneficial interest in a Regulation S Temporary Global Certificate shall not be
made to the holders of such beneficial interests unless exchange for a
beneficial interest in the related Regulation S Permanent Global Certificate is
improperly withheld or refused. No interest in a Regulation S Global Certificate
may be held by

                                     -112-
<PAGE>

or transferred to a U.S. Person (as defined in Regulation S) except for
exchanges for a beneficial interest in the Rule 144A-IAI Global Certificate for
such Class as described in Section 3.7(f).

     (e) Except in the limited circumstances described below in Section 3.9,
owners of beneficial interests in Global Certificates shall not be entitled to
receive physical delivery of Definitive Certificates. The Certificates are not
issuable in bearer form. Upon the issuance of each Global Certificate, the
Depository or its custodian shall credit, on its internal system, the respective
principal amount of the individual beneficial interests represented by such
Global Certificate to the accounts of Persons who have accounts with such
Depository. Such accounts initially shall be designated by or on behalf of the
Underwriters and Placement Agents. Ownership of beneficial interests in a Global
Certificate shall be limited to Customers or Persons who hold interests directly
or indirectly through Customers. Ownership of beneficial interests in the Global
Certificates shall be shown on, and the transfer of that ownership shall be
effected only through, records maintained by the Depository or its nominee (with
respect to interests of Customers) and the records of Customers (with respect to
interests of Persons other than Customers).

     So long as the Depository, or its nominee, is the registered holder of a
Global Certificate, the Depository or such nominee, as the case may be, shall be
considered the sole owner and holder of the Certificates represented by such
Global Certificate for all purposes under this Agreement and the Certificates,
including, without limitation, obtaining consents and waivers thereunder, and
the Trustee, the Paying Agent and the Certificate Registrar shall not be
affected by any notice to the contrary. Except under the circumstance described
in Section 3.9, owners of beneficial interests in a Global Certificate will not
be entitled to have any portions of such Global Certificate registered in their
names, will not receive or be entitled to receive physical delivery of
Definitive Certificates in certificated form and shall not be considered the
owners or holders of the Global Certificate (or any Certificates represented
thereby) under this Agreement or the Certificates. In addition, no Certificate
Owner of an interest in a Global Certificate shall be able to transfer that
interest except in accordance with the Depository's applicable procedures (in
addition to those under this Agreement and, if applicable, those of Euroclear
Bank and Clearstream Bank).

     (f) Any holder of an interest in a Regulation S Global Certificate shall
have the right, upon prior written notice to the Certificate Registrar,
Euroclear Bank or Clearstream Bank, as applicable, and the Depository, in the
form of an Exchange Certification (substantially in the form of Exhibit H
attached hereto), to exchange all or a portion of such interest (in authorized
denominations as set forth in Section 3.1(b)) for an equivalent interest in the
Rule 144A-IAI Global Certificate for such Class in connection with a transfer of
its interest therein to a transferee that is eligible to hold an interest in
such Rule 144A-IAI Global Certificate as described herein; provided, however,
that no Exchange Certification shall be required if any such exchange occurs
after the Release Date. Any holder of an interest in the Rule 144A-IAI Global
Certificate shall have the right, upon prior written notice to the Certificate
Registrar, the Depository and Euroclear Bank or Clearstream Bank, as applicable,
in the form of an Exchange Certification, to exchange all or a portion of such
interest (in authorized denominations as set forth in Section 3.1(b)) for an
equivalent interest in the Regulation S Global Certificate for such Class in
connection with a transfer of its interest therein to a transferee that is
eligible to hold an interest in such Regulation S Global Certificate as
described herein; provided, however, that if such exchange occurs prior to the
Release Date, the transferee shall acquire an interest in a

                                     -113-
<PAGE>

Regulation S Temporary Global Certificate only and shall be subject to all of
the restrictions associated therewith described in Section 3.7(d). Following
receipt of any Exchange Certification or request for transfer, as applicable, by
the Certificate Registrar: (i) the Certificate Registrar shall endorse the
schedule to any Global Certificate representing the Certificate or Certificates
being exchanged to reduce the stated principal amount of such Global Certificate
by the denominations of the Certificate or Certificates for which such exchange
is to be made, and (ii) the Certificate Registrar shall endorse the schedule to
any Global Certificate representing the Certificate or Certificates for which
such exchange is to be made to increase the stated principal amount of such
Global Certificate by the denominations of the Certificate or Certificates being
exchanged therefor. The form of the Exchange Certification shall be available
from the Certificate Registrar.

     SECTION 3.8 NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable
rules, regulations and procedures.

     SECTION 3.9 DEFINITIVE CERTIFICATES.

     (a) Definitive Certificates will be issued to the owners of beneficial
interests in a Global Certificate or their nominees if (i) the Clearing Agency
notifies the Depositor and the Certificate Registrar in writing that the
Clearing Agency is unwilling or unable to continue as depositary for such Global
Certificate and a qualifying successor depositary is not appointed by the
Depositor within 90 days thereof, (ii) the Trustee has instituted or caused to
be instituted or has been directed to institute any judicial proceeding in a
court to enforce the rights of the Certificateholders under this Agreement and
under such Global Certificate and the Trustee has been advised by counsel that
in connection with such proceeding it is necessary or advisable for the Trustee
or its custodian to obtain possession of such Global Certificate, or (iii) after
the occurrence of an Event of Default, Certificate Owners representing a
majority in aggregate outstanding Certificate Balance of such Global Certificate
advise the Clearing Agency through the Participants in writing (and the Clearing
Agency so advises the Depositor, the Certificate Registrar and the Master
Servicer in writing) that the continuation in global form of the Certificates
being evidenced by such Global Certificate is no longer in their best interests;
provided, that under no circumstances will Definitive Certificates be issued to
Certificate Owners of the Regulation S Temporary Global Certificate. Upon notice
of the occurrence of any of the events described in the preceding sentence, the
Certificate Registrar shall notify the Clearing Agency and request the Clearing
Agency to notify all Certificate Owners, through the applicable Participants, of
the occurrence of the event and of the availability of Definitive Certificates
to such Certificate Owners requesting the same. Upon surrender to the
Certificate Registrar of the Global Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Certificate Registrar shall execute, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates. None of the
Depositor, the Trustee, the Paying Agent, the Certificate Registrar or the
Fiscal Agent shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates, all

                                      -114-
<PAGE>

references herein to obligations imposed upon or to be performed by the Clearing
Agency shall be deemed to be imposed upon and performed by the Certificate
Registrar, to the extent applicable with respect to such Definitive
Certificates, and the Certificate Registrar and the Trustee and the Paying Agent
shall recognize the Holders of Definitive Certificates as Certificateholders
hereunder.

     (b) Distributions of principal and interest on the Definitive Certificates
shall be made by the Paying Agent directly to holders of Definitive Certificates
in accordance with the procedures set forth in this Agreement.

                                   ARTICLE IV

                                    ADVANCES

     P&I Advances and Servicing Advances shall be made as provided herein by the
Master Servicer and, if the Master Servicer does not make such Advances, by the
Trustee, and if the Trustee does not make such Advances, by the Fiscal Agent
except to the extent that the Master Servicer, the Trustee or the Fiscal Agent,
as applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance.

     SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

     (a) On or prior to the Advance Report Date, the Master Servicer shall
notify the Trustee and the Paying Agent if the P&I Advance Amount for such
Distribution Date is greater than zero, and the Master Servicer shall make a P&I
Advance in respect of each Mortgage Loan of such amount no later than the Master
Servicer Remittance Date. It is understood that the obligation of the Master
Servicer to make such P&I Advances is mandatory and shall apply through any
court appointed stay period or similar payment delay resulting from any
insolvency of the Mortgagor or related bankruptcy, notwithstanding any other
provision of this Agreement. Notwithstanding the foregoing, the Master Servicer
shall not be required to make such P&I Advance, if the Master Servicer
determines, in accordance with Section 4.4 below, that any such P&I Advance
would be a Nonrecoverable Advance and shall not make such P&I Advance if such
P&I Advance if made would be a Nonrecoverable Advance as determined by the
Special Servicer in accordance with the Servicing Standard, in which event the
Special Servicer shall promptly direct the Master Servicer not to make such P&I
Advance. Such determination shall be conclusive and binding on the Trustee, the
Fiscal Agent and the Certificateholders. The Special Servicer shall not make P&I
Advances under this Agreement. If the Master Servicer fails to make a P&I
Advance that it is required to make under this Section 4.1, it shall promptly
notify the Trustee and the Paying Agent of such failure.

     (b) If the Master Servicer determines that there is a P&I Advance Amount
for a Distribution Date, the Master Servicer shall on the related Master
Servicer Remittance Date either (A) deposit in the Certificate Account an amount
equal to the P&I Advance Amount or (B) utilize funds in the Certificate Account
being held for future distributions or withdrawals to make such Advance. Any
funds being held in the Certificate Account for future distribution or
withdrawal and so used shall be replaced by the Master Servicer from its own
funds by deposit in the Certificate Account on or before any future Master
Servicer Remittance Date to the extent

                                     -115-
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that funds in the Certificate Account on such Master Servicer Remittance Date
shall be less than payments to the Paying Agent or other Persons required to be
made on such date.

     (c) The applicable Non-Serviced Mortgage Loan Master Servicer is obligated
to make Servicing Advances pursuant to the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan,
and the Master Servicer shall not have any obligation to make Servicing Advances
with respect to such Mortgage Loan.

     SECTION 4.1A P&I ADVANCES WITH RESPECT TO THE BERKELEY & BROWN PARI PASSU
LOAN, THE RSA PARI PASSU LOAN AND THE WESTSHORE PLAZA PARI PASSU LOAN.

     With respect to the Berkeley & Brown Pari Passu Loan, the RSA Pari Passu
Loan and the WestShore Plaza Pari Passu Loan (the "Serviced Pari Passu Loans"),
the Master Servicer shall make its determination that a P&I Advance previously
made on any Serviced Pari Passu Loan is a Nonrecoverable Advance or that any
proposed P&I Advance, if made, would constitute a Nonrecoverable Advance with
respect to such Serviced Pari Passu Loan in accordance with Section 4.1
independently of any determination made by any Other Master Servicer under the
related Other Companion Loan Pooling and Servicing Agreement in respect of any
Serviced Pari Passu Loan following deposit of the Berkeley & Brown Companion
Loans, RSA Companion Loan or WestShore Plaza Companion Loan into a commercial
mortgage securitization trust, and the Other Master Servicer shall make its own
determination that it has made a P&I Advance that is a Nonrecoverable Advance
(both as defined in the related Other Companion Loan Pooling and Servicing
Agreement) or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable Advance (both as defined in the related Other Companion Loan
Pooling and Servicing Agreement) with respect to the Berkeley & Brown Companion
Loans, RSA Companion Loan or WestShore Plaza Companion Loan, as applicable, in
accordance with the related Other Companion Loan Pooling and Servicing
Agreement. The determination by either the Master Servicer or the Other Master
Servicer made on the earlier of (i) the Advance Report Date and (ii) the Other
Advance Report Date that any such P&I Advance is nonrecoverable shall be binding
on the Other Master Servicer and the Master Servicer, as applicable, the
Certificateholders and the holders of any securities relating to the Berkeley &
Brown Companion Loans, RSA Companion Loan or WestShore Plaza Companion Loan, as
applicable. The Master Servicer shall not make a P&I Advance with respect to any
Serviced Pari Passu Loan after its receipt of notice from the related Other
Master Servicer that it has determined that it has made a P&I Advance that is a
Nonrecoverable Advance on the Berkeley & Brown Companion Loans, RSA Companion
Loan or WestShore Plaza Companion Loan, as applicable, or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable Advance pursuant to the
relevant Other Companion Loan Pooling and Servicing Agreement.

     If the Master Servicer determines that an Advance would be (if made), or
any outstanding Advance previously made is, a Nonrecoverable Advance, the Master
Servicer shall provide the Other Master Servicer written notice of such
determination. If the Master Servicer receives written notice by the Other
Master Servicer that it has determined, with respect to any Mortgage Loan, that
any proposed future Advance would be, or any outstanding Advance is, a
Nonrecoverable Advance, the Master Servicer shall not make any additional
Advances with respect to such Mortgage Loan unless the Master Servicer has
consulted with the Other Master Servicer and they both agree that circumstances
with respect to such Mortgage Loan have changed such that a proposed future
Advance would not be a Nonrecoverable Advance.

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<PAGE>

Notwithstanding the foregoing, the Master Servicer shall continue to have the
discretion provided in this Agreement to determine that any future Advance or
outstanding Advance would be, or is, as applicable, a Nonrecoverable Advance.
Once such a determination is made by the Master Servicer or the Master Servicer
receives written notice of such determination by the Other Master Servicer, the
Master Servicer shall follow the process set forth in this paragraph before
making any additional Advances with respect to such Mortgage Loan.

     Following a securitization of the WestShore Plaza Companion Loan, the
Master Servicer shall be required to deliver to the related Other Master
Servicer the following information: (i) any loan related information (in the
form received), including without limitation CMSA Reports relating to the
WestShore Plaza Pari Passu Loan, applicable to a determination that an Advance
is or would be a Nonrecoverable Advance, within one Business Day of the Master
Servicer's receipt thereof, (ii) notice of any Servicing Advance it, the Trustee
or the Fiscal Agent makes with respect to the related Mortgage Loan within one
Business Day of the making of such Advance and (iii) notice of any determination
that any Servicing Advance is a Nonrecoverable Advance within one Business Day
thereof.

     SECTION 4.2 SERVICING ADVANCES. The Master Servicer and, if the Master
Servicer does not, the Trustee to the extent the Trustee receives written notice
from the Paying Agent that such Advance has not been made by the Master
Servicer, and if the Trustee does not, the Fiscal Agent (if the Fiscal Agent has
knowledge that such Advance is required to be made), shall make Servicing
Advances to the extent provided in this Agreement, except to the extent that the
Master Servicer, the Trustee or the Fiscal Agent, as applicable, determines in
accordance with Section 4.4 below, that any such Advance would be a
Nonrecoverable Advance and, subject to the last sentence of this Section 4.2,
except to the extent the Special Servicer determines in accordance with the
Servicing Standard and Section 4.4 that such Advance, if made, would be a
Nonrecoverable Advance, in which event the Special Servicer shall promptly
direct the Master Servicer not to make such Advance. Such determination by the
Master Servicer or the Special Servicer shall be conclusive and binding on the
Trustee, the Fiscal Agent and the Certificateholders and, in the case of any B
Note, the holder of the related B Note and, in the case of the WestShore Plaza
Pari Passu Loan, the holder of the WestShore Plaza Companion Loan. The Special
Servicer shall not be required to make Servicing Advances under this Agreement
but may make such Servicing Advances at its option in which event the Master
Servicer shall reimburse the Special Servicer for such Servicing Advance within
30 days of receipt of a statement therefor. Promptly after discovering that the
Master Servicer has failed to make a Servicing Advance that the Master Servicer
is required to make hereunder, the Paying Agent shall promptly notify the
Trustee in writing of the failure by the Master Servicer to make such Servicing
Advance. The Master Servicer may make Servicing Advances in its own discretion
if it determines that making such Servicing Advance is in the best interest of
the Certificateholders, even if the Master Servicer or the Special Servicer has
determined, in accordance with Section 4.4 below, that any such Advance would be
a Nonrecoverable Advance.

     SECTION 4.3 ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.

     (a) To the extent that the Master Servicer fails to make a P&I Advance with
respect to a Mortgage Loan by the Master Servicer Remittance Date (other than a
P&I Advance that the Master Servicer or the Special Servicer determines is a
Nonrecoverable Advance), the Trustee shall make such P&I Advance with respect to
such Mortgage Loan to the extent the

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Trustee receives written notice from the Paying Agent not later than 10:00 a.m.
(New York City time) on the Distribution Date that such Advance has not been
made by the Master Servicer on the Master Servicer Remittance Date unless the
Trustee determines that such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent that the Trustee fails to make a P&I Advance required to
be made by the Trustee hereunder on the Distribution Date (other than a P&I
Advance that the Master Servicer or the Trustee determines is a Nonrecoverable
Advance), the Fiscal Agent will advance such P&I Advance unless the Fiscal Agent
determines that any such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent that the Fiscal Agent is required hereunder to make P&I
Advances on the Mortgage Loans, it shall deposit the amount thereof in the
Distribution Account by 1:00 p.m. (New York City time) on each such Distribution
Date. The Paying Agent shall notify the Trustee in writing as soon as
practicable, but not later than 10:00 a.m. (New York City time) on the
Distribution Date if the Master Servicer has failed to make a P&I Advance.

     (b) To the extent that the Master Servicer fails to make a Servicing
Advance by the date such Servicing Advance is required to be made (other than a
Servicing Advance that the Master Servicer determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives notice thereof, the
Trustee shall make such Servicing Advance promptly, but in any event, not later
than five Business Days after notice thereof in accordance with Section 4.2,
unless the Trustee determines that such Servicing Advance, if made, would be a
Nonrecoverable Advance.

     (c) To the extent that the Trustee fails to make a Servicing Advance
required to be made by the Trustee hereunder by the later of (i) the date such
Servicing Advance is required to be made and (ii) five Business Days after the
date the Trustee has received notice pursuant to subsection (b) above, that such
Servicing Advance has not been made by the Master Servicer (other than a
Servicing Advance that the Master Servicer or the Trustee has determined to be a
Nonrecoverable Advance), the Fiscal Agent will advance such Servicing Advance,
unless the Fiscal Agent determines that such Servicing Advance, if made, would
be a Nonrecoverable Advance.

     The initial Trustee's failure to make any Advance required to be made by it
hereunder shall not constitute a default by the initial Trustee hereunder if the
initial Fiscal Agent makes such Advance at or before the time when the Trustee
was required to make such Advance.

     SECTION 4.4 EVIDENCE OF NONRECOVERABILITY.

     (a) If the Master Servicer or the Special Servicer determines at any time,
in its sole discretion, exercised in good faith, that any Advance previously
made (or Unliquidated Advance in respect thereof) or any proposed Advance, if
made, would constitute a Nonrecoverable Advance, such determination shall be
evidenced by an Officer's Certificate delivered to the Trustee, the Master
Servicer, the Paying Agent, the Special Servicer, the Operating Adviser and the
Rating Agencies (and the holder of the WestShore Plaza Companion Loan if the
Advance relates to the Loan Pair) by the Business Day prior to the Distribution
Date. Such Officer's Certificate shall set forth the reasons for such
determination of nonrecoverability, together with, to the extent such
information, report or document is in the Master Servicer's or Special
Servicer's possession, any related financial information such as related income
and expense statements, rent rolls, occupancy status, property inspections and
any Appraisals

                                     -118-

<PAGE>

performed within the last 12 months on the Mortgaged Property, and, if such
reports are used by the Master Servicer or the Special Servicer, as applicable,
to determine that any P&I Advance or Servicing Advance, as applicable, would be
a Nonrecoverable Advance, any engineers' reports, environmental surveys,
internal final valuations or other information relevant thereto which support
such determination. If the Trustee or the Fiscal Agent, as applicable,
determines at any time that any portion of an Advance previously made or a
portion of a proposed Advance that the Trustee or the Fiscal Agent, as
applicable, is required to make pursuant to this Agreement, if made, would
constitute a Nonrecoverable Advance, such determination shall be evidenced by an
Officer's Certificate of a Responsible Officer of the Trustee or the Fiscal
Agent, as applicable, delivered to the Depositor, the Master Servicer, the
Special Servicer, the Paying Agent and the Operating Adviser similar to the
Officer's Certificate of the Master Servicer or the Special Servicer described
in the prior sentence. If the Special Servicer determines at any time that any
portion of an Advance previously made would constitute a Nonrecoverable Advance,
such determination shall be evidenced by an Officer's Certificate of a
Responsible Officer of the Special Servicer, delivered to the Depositor, the
Master Servicer, the Trustee, the Fiscal Agent, the Paying Agent and the
Operating Adviser similar to the Officer's Certificate of the Master Servicer
described above. The Trustee and the Fiscal Agent shall not be required to make
an Advance that the Master Servicer or the Special Servicer (or with respect to
a Mortgage Loan included in the Loan Pair or any Non-Serviced Mortgage Loan, the
related Other Master Servicer) has previously determined to be a Nonrecoverable
Advance. Notwithstanding any other provision of this Agreement, none of the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
obligated to, nor shall it, make any Advance or make any payment that is
designated in this Agreement to be an Advance, if it determines in its good
faith judgment that such Advance or such payment (including interest accrued
thereon at the Advance Rate) would be a Nonrecoverable Advance. The Master
Servicer's determination in accordance with the above provisions shall be
conclusive and binding on the Trustee, the Fiscal Agent, the Paying Agent and
the Certificateholders. The Master Servicer shall consider Unliquidated Advances
in respect of prior P&I Advances and Servicing Advances as outstanding Advances
for purposes of nonrecoverablility determinations as if such Unliquidated
Advance were a P&I Advance or Servicing Advance, as applicable.

     (b) Any Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage
Loan Trustee or Non-Serviced Mortgage Loan Fiscal Agent, as applicable, shall be
entitled to reimbursement for Pari Passu Loan Nonrecoverable Advances (with, in
each case, any accrued and unpaid interest thereon provided for under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the
manner set forth in Section 5.2.

     SECTION 4.5 INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING ADVANCES WITH
RESPECT TO A MORTGAGE LOAN. Any unreimbursed Advance funded from the Master
Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's own
funds shall accrue interest on a daily basis, at a per annum rate equal to the
Advance Rate, from and including the date such Advance was made to but not
including the date on which such Advance has been reimbursed; provided, however,
that neither the Master Servicer nor any other party shall be entitled to
interest accrued on the amount of any P&I Advance with respect to any Mortgage
Loan or any B Note for the period commencing on the date of such P&I Advance and
ending on the day on which the grace period applicable to the related
Mortgagor's obligation to make the related Scheduled Payment expires pursuant to
the related Mortgage Loan or B Note documents.

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<PAGE>

All Late Collections on any Non-Serviced Mortgage Loan in respect of interest
shall, promptly following receipt thereof, be applied by the Master Servicer to
reimburse the interest component of any P&I Advance outstanding with respect to
such Non-Serviced Mortgage Loan. Any party that makes a P&I Advance with respect
to any Non-Serviced Mortgage Loan shall provide to the applicable Non-Serviced
Mortgage Loan Master Servicer monthly, at least two Business Days prior to the
next succeeding Due Date, written notice of whether (and, if any, how much)
Advance Interest will be payable on the interest component of a P&I Advance
through the next succeeding related Master Servicer Remittance Date. For
purposes of determining whether a P&I Advance is outstanding, amounts collected
with respect to a particular Mortgage Loan, any B Note or any REO Property and
treated as collections of principal or interest shall be applied first to
reimburse the earliest P&I Advance, and then each succeeding P&I Advance to the
extent not inconsistent with Section 4.6. The Master Servicer shall use efforts
consistent with the Servicing Standard to collect (but shall have no further
obligation to collect), with respect to the Mortgage Loans (and the WestShore
Plaza Companion Loan) that are not Specially Serviced Mortgage Loans, Late Fees
and default interest from the Mortgagor in an amount sufficient to pay Advance
Interest. The Master Servicer shall be entitled to retain Late Fees and default
interest paid by any Mortgagor during a Collection Period with respect to any
Mortgage Loan (other than the portion of such Late Fee and default interest that
relates to the period commencing after the Servicing Transfer Event in respect
of a Specially Serviced Mortgage Loan, as to which the Special Servicer shall
retain Late Fees and default interest with respect to such Specially Serviced
Mortgage Loan, subject to the offsets set forth below) as additional servicing
compensation only to the extent such Late Fees and default interest exceed
Advance Interest on a "pool basis" for all Mortgage Loans other than Specially
Serviced Mortgaged Loans. The Special Servicer, with respect to any Specially
Serviced Mortgage Loan, shall (i) pay from any Late Fees and default interest
collected from such Specially Serviced Mortgage Loan (a) any outstanding and
unpaid Advance Interest to the Master Servicer, the Trustee or the Fiscal Agent,
as applicable and (b) to the Trust, any losses previously incurred by the Trust
with respect to such Specially Serviced Mortgage Loan and (ii) retain any
remaining portion of such Late Fees and default interest as additional Special
Servicer Compensation.

     SECTION 4.6 REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST.

     (a) Advances made with respect to each Mortgage Loan, the WestShore Plaza
Companion Loan, each B Note, Specially Serviced Mortgage Loan or REO Property
(including Advances later determined to be Nonrecoverable Advances) and Advance
Interest thereon shall be reimbursed to the extent of the amounts identified to
be applied therefor in Section 5.2. The aggregate of the amounts available to
repay Advances and Advance Interest thereon pursuant to Section 5.2 collected in
any Collection Period with respect to Mortgage Loans, the WestShore Plaza
Companion Loan or any B Note or Specially Serviced Mortgage Loans or REO
Property shall be an "Available Advance Reimbursement Amount."

     (b) To the extent that Advances have been made on the Mortgage Loans, the
WestShore Plaza Companion Loan, any B Note, any Specially Serviced Mortgage
Loans or any REO Mortgage Loans, the Available Advance Reimbursement Amount with
respect to any Determination Date shall be applied to reimburse (i) the Fiscal
Agent for any Advances outstanding to the Fiscal Agent with respect to any of
such Mortgage Loans, the WestShore Plaza Companion Loan, B Note, Specially
Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to
the Fiscal Agent with respect to such Advances and then

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<PAGE>

(ii) the Trustee for any Advances outstanding to the Trustee with respect to any
of such Mortgage Loans, the WestShore Plaza Companion Loan, B Note, Specially
Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to
the Trustee with respect to such Advances and then (iii) the Master Servicer for
any Advances outstanding to the Master Servicer with respect to any of such
Mortgage Loans, the WestShore Plaza Companion Loan, B Note, Specially Serviced
Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to the
Master Servicer with respect to such Advances and then (iv) the Special Servicer
for any Advances outstanding to the Special Servicer with respect to any of such
Mortgage Loans, the WestShore Plaza Companion Loan, B Note, Specially Serviced
Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to the
Special Servicer with respect to such Advances. To the extent that any Advance
Interest payable to the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent with respect to a Specially Serviced Mortgage Loan or REO
Mortgage Loan cannot be recovered from the related Mortgagor, the amount of such
Advance Interest shall be payable to the Fiscal Agent, the Trustee, the Special
Servicer or the Master Servicer, as the case may be, from amounts on deposit in
the Certificate Account (or sub-account thereof) or the Distribution Account
pursuant to Section 5.2(a) or Section 5.3(b)(ii). The Master Servicer's, the
Special Servicer's, the Fiscal Agent's and the Trustee's right of reimbursement
under this Agreement for Advances shall be prior to the rights of the
Certificateholders (and, in the case of the WestShore Plaza Companion Loan, the
holder thereof and, in the case of a B Note, the holder thereof) to receive any
amounts recovered with respect to such Mortgage Loans, the WestShore Plaza
Companion Loan, B Notes or REO Mortgage Loans.

     (c) Advance Interest will be paid to the Fiscal Agent, the Trustee, the
Master Servicer and/or the Special Servicer (in accordance with the priorities
specified in the preceding paragraph) first, from Late Fees and default interest
collected from the Mortgage Loans during the Collection Period during which the
related Advance is reimbursed, and then from Excess Liquidation Proceeds then
available prior to payment from any other amounts. Late Fees and default
interest will be applied on a "pool basis" for non-Specially Serviced Mortgage
Loans and on a "loan-by-loan basis" (under which Late Fees and default interest
will be offset against the Advance Interest arising only from that particular
Specially Serviced Mortgage Loan) for Specially Serviced Mortgage Loans, as the
case may be, to the payment of Advance Interest on all Advances on such
non-Specially Serviced Mortgage Loans or such Specially Serviced Mortgage Loans,
as the case may be, then being reimbursed. Advance Interest payable to the
Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee in
respect of Servicing Advances on the Loan Pair shall be allocated to the
WestShore Plaza Pari Passu Loan and the WestShore Plaza Companion Loan on a pro
rata basis based upon the Principal Balance thereof.

     (d) Amounts applied to reimburse Advances shall first be applied to reduce
Advance Interest thereon that was not paid from amounts specified in the
preceding paragraph (c) and then to reduce the outstanding amount of such
Advances.

     (e) To the extent that the Special Servicer incurs out-of-pocket expenses,
in accordance with the Servicing Standard, in connection with servicing
Specially Serviced Mortgage Loans, the Master Servicer shall reimburse the
Special Servicer for such expenditures within 30 days after receiving an invoice
and a report from the Special Servicer, subject to Section 4.4. With respect to
each Collection Period, the Special Servicer shall deliver such invoice and
report to the Master Servicer by the following Determination Date. All such
amounts reimbursed by the Master Servicer shall be a Servicing Advance. In the
event that the

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<PAGE>

Master Servicer fails to reimburse the Special Servicer hereunder or
the Master Servicer determines that such Servicing Advance was or, if made,
would be a Nonrecoverable Advance and the Master Servicer does not make such
payment, the Special Servicer shall notify the Master Servicer and the Paying
Agent in writing of such nonpayment and the amount payable to the Special
Servicer and shall be entitled to receive reimbursement from the Trust as an
Additional Trust Expense. The Master Servicer, the Paying Agent and the Trustee
shall have no obligation to verify the amount payable to the Special Servicer
pursuant to this Section 4.6(e) and circumstances surrounding the notice
delivered by the Special Servicer pursuant to this Section 4.6(e).

     SECTION 4.7 FISCAL AGENT TERMINATION EVENT. "Fiscal Agent Termination
Event," wherever used herein, means any one of the following events:

     (i) Any failure by the Fiscal Agent to remit to the Paying Agent when due
any required Advance for any Mortgage Loan; or

     (ii) A decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law for the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Fiscal Agent and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or

     (iii) The Fiscal Agent shall consent to the appointment of a conservator,
receiver, liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings or relating to the Fiscal Agent or relating to all or substantially
all of its property; or

     (iv) The Fiscal Agent 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

     (v) The long-term unsecured debt of the Fiscal Agent is rated below "Aa3"
by Moody's or "AA-" by Fitch (or "A+" by Fitch if the Fiscal Agent's short-term
unsecured debt is rated at least "F-1" by Fitch), unless such other rating shall
be acceptable to the Rating Agencies as evidenced by a Rating Agency
Confirmation; or

     (vi) With respect to the initial Fiscal Agent, LaSalle Bank National
Association resigns or is removed pursuant to Section 7.6 hereof.

     SECTION 4.8 PROCEDURE UPON TERMINATION EVENT.

     (a) On the date specified in a written notice of termination given to the
Fiscal Agent pursuant to Section 7.6(c), all authority, power and rights of the
Fiscal Agent under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall terminate and a successor Fiscal Agent, if necessary, shall be
appointed by the Trustee, with the consent of the

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Depositor; provided that the successor Fiscal Agent meets the eligibility
requirements set forth in Section 7.5. The Fiscal Agent agrees to cooperate with
the Trustee in effecting the termination of the Fiscal Agent's responsibilities
and rights hereunder as Fiscal Agent.

     (b) Notwithstanding the termination of its activities as Fiscal Agent, the
terminated Fiscal Agent shall continue to be entitled to reimbursement to the
extent provided in Section 4.6 but only to the extent such reimbursement relates
to the period up to and including the date on which the Fiscal Agent's
termination is effective. The Fiscal Agent shall be reimbursed for all amounts
owed to it hereunder on or prior to the effective date of its termination from
amounts on deposit in the Certificate Account.

     SECTION 4.9 MERGER OR CONSOLIDATION OF FISCAL AGENT. Any Person into which
the Fiscal Agent may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Fiscal
Agent shall be a party, or any Person succeeding to the business of the Fiscal
Agent, shall be the successor of the Fiscal Agent hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
(i) the successor to the Fiscal Agent or resulting Person shall have a net worth
of not less than $100,000,000, (ii) such successor or resulting Person shall be
satisfactory to the Trustee, (iii) such successor or resulting Person shall
execute and deliver to the Trustee an agreement, in form and substance
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Fiscal Agent under this Agreement from and after
the date of such agreement, (iv) the successor or surviving entity meets the
eligibility requirements set forth in Section 7.5, and (v) the Fiscal Agent
shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel
acceptable to the Trustee (which opinion shall be at the expense of the Fiscal
Agent) stating that all conditions precedent to such action under this Section
4.9 have been completed and such action is permitted by and complies with the
terms of this Section 4.9.

     SECTION 4.10 LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS.
Neither the Fiscal Agent nor any of the directors, officers, employees, agents
or Controlling Persons of the Fiscal Agent shall be under any liability to the
Certificateholders, the Depositor or the Trustee for any action taken or for
refraining from the taking of any action in good faith, and using reasonable
business judgment pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Fiscal Agent or any such
Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement. The Fiscal Agent and any director, officer, employee or agent of
the Fiscal Agent may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Fiscal Agent shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its obligations
under this Agreement. In such event, all legal expenses and costs of such action
shall be expenses and costs of the Trust, and the Fiscal Agent shall be entitled
to be reimbursed therefor as Servicing Advances as provided by this Agreement.
The provisions of this Section 4.10 shall survive the resignation or removal of
the Fiscal Agent and the termination of this Agreement.

     SECTION 4.11 INDEMNIFICATION OF FISCAL AGENT. The Fiscal Agent and each of
its directors, officers, employees, agents and Controlling Persons shall be
indemnified by the

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Trust and held harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with any legal action
relating to this Agreement other than any loss, liability or expense incurred by
reason of the Fiscal Agent's willful misfeasance, bad faith or negligence in the
performance of its duties hereunder. The Depositor shall indemnify and hold
harmless the Fiscal Agent, its directors, officers, employees, agents or
Controlling Persons from and against any loss, claim, damage or liability, joint
or several, and any action in respect thereof, to which the Fiscal Agent, its
directors, officers, employees, agents or Controlling Person may become subject
under the 1933 Act, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon any untrue statement or alleged untrue statement
of a material fact contained in the Private Placement Memorandum, Preliminary
Prospectus Supplement, Final Prospectus Supplement or Prospectus or arises out
of, or is based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made, not misleading
and shall reimburse the Fiscal Agent, its directors, officers, employees, agents
or Controlling Person for any legal and other expenses reasonably incurred by
the Fiscal Agent or any such director, officer, employee, agent or Controlling
Person in investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action. The Fiscal Agent shall immediately
notify the Depositor, the Sellers, the Paying Agent, the Special Servicer, the
Master Servicer and the Trustee if a claim is made by a third party with respect
to this Section 4.11 entitling the Fiscal Agent, its directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Fiscal Agent) 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 the
Fiscal Agent, its directors, officers, employees, agents or Controlling Person
may have to indemnification under this Section 4.11, unless the Depositor's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
resignation or removal of the Fiscal Agent.

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

     SECTION 5.1 COLLECTIONS.

     (a) On or prior to the Closing Date, the Master Servicer shall open, or
cause to be opened, and shall thereafter maintain, or cause to be maintained, a
separate account or accounts, which accounts must be Eligible Accounts, in the
name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle
Bank National Association, as Trustee for the Holders of Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-TOP12" (the "Certificate Account"). On or prior to the Closing Date, the
Master Servicer shall open, or cause to be opened, and shall maintain, or cause
to be maintained an additional separate account or accounts in the name of
"Wells Fargo Bank, National Association, as Master Servicer for LaSalle Bank
National Association, as Trustee for

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<PAGE>

the Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2003-TOP12" (the "Interest Reserve
Account").

     (b) On or prior to the date the Master Servicer shall first deposit funds
in a Certificate Account or the Interest Reserve Account, as the case may be,
the Master Servicer shall give to the Paying Agent and the Trustee prior written
notice of the name and address of the depository institution(s) at which such
accounts are maintained and the account number of such accounts. The Master
Servicer shall take such actions as are necessary to cause the depository
institution holding the Certificate Account and the Interest Reserve Account to
hold such account in the name of the Master Servicer as provided in Section
5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its
Sub-Servicer's) right to direct payments and investments and its rights of
withdrawal under this Agreement.

     (c) The Master Servicer shall deposit, or cause to be deposited, into the
Certificate Account on the Business Day following receipt (or, in the case of an
inadvertent failure to make such deposit on the Business Day following receipt,
within 3 Business Days of discovery of such failure and in the case of
unscheduled remittances of principal or interest, on the Business Day following
identification of the proper application of such amounts), the following amounts
received by it (including amounts remitted to the Master Servicer by the Special
Servicer from an REO Account pursuant to Section 9.14), other than in respect of
interest and principal on the Mortgage Loans, the WestShore Plaza Companion Loan
or any B Note due on or before the Cut-Off Date which shall be remitted to the
Depositor (provided that the Master Servicer (I) may retain amounts otherwise
payable to the Master Servicer as provided in Section 5.2(a) rather than deposit
them into the Certificate Account, (II) shall, rather than deposit them in the
Certificate Account, directly remit to the Primary Servicer the applicable
Primary Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already
retained by the applicable Primary Servicer), and (III) shall, rather than
deposit them in the Certificate Account, directly remit the Excess Servicing
Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless already
retained by the applicable holder of the excess servicing rights)):

          (A) Principal: all payments on account of principal, including
     Principal Prepayments, the principal component of Scheduled Payments, and
     any Late Collections in respect thereof, on the Mortgage Loans, the
     WestShore Plaza Companion Loan and any B Note;

          (B) Interest: subject to subsection (d) hereof, all payments on
     account of interest on the Mortgage Loans, the WestShore Plaza Companion
     Loan and any B Note (minus any portion of any such payment that is
     allocable to the period prior to the Cut-Off Date which shall be remitted
     to the Depositor and excluding Interest Reserve Amounts to be deposited in
     the Interest Reserve Account pursuant to Section 5.1(d) below);

          (C) Liquidation Proceeds: all Liquidation Proceeds with respect to the
     Mortgage Loans, the WestShore Plaza Companion Loan and any B Note;

          (D) Insurance Proceeds: all Insurance Proceeds other than proceeds to
     be applied to the restoration or repair of the property subject to the
     related Mortgage or released to the related Mortgagor in accordance with
     the Servicing

                                     -125-
<PAGE>

     Standard, which proceeds shall be deposited by the Master Servicer into an
     Escrow Account and not deposited in the Certificate Account;

          (E) Condemnation Proceeds: all Condemnation Proceeds other than
     proceeds to be applied to the restoration or repair of the property subject
     to the related Mortgage or released to the related Mortgagor in accordance
     with the Servicing Standard, which proceeds shall be deposited by the
     Master Servicer into an Escrow Account and not deposited in the Certificate
     Account;

          (F) REO Income: all REO Income received from the Special Servicer;

          (G) Investment Losses: any amounts required to be deposited by the
     Master Servicer pursuant to Section 5.1(e) in connection with losses
     realized on Eligible Investments with respect to funds held in the
     Certificate Account and amounts required to be deposited by the Special
     Servicer pursuant to Section 9.14(b) in connection with losses realized on
     Eligible Investments with respect to funds held in the REO Account;

          (H) Advances: all P&I Advances unless made directly to the
     Distribution Account; and

          (I) Other: all other amounts, including Prepayment Premiums and any
     Kimball Lane Yield Maintenance Amounts, required to be deposited in the
     Certificate Account pursuant to this Agreement, including Purchase Proceeds
     of any Mortgage Loans repurchased by a Seller or substitution shortfall
     amounts (as described in the fifth paragraph of Section 2.3(a)) paid by a
     Seller in connection with the substitution of any Qualifying Substitute
     Mortgage Loans, amounts with respect to the WestShore Plaza Companion Loan
     and with respect to any B Note, all other amounts received pursuant to the
     cure and purchase rights set forth in the applicable Intercreditor
     Agreement.

     With respect to any A/B Mortgage Loan, the Master Servicer shall establish
and maintain one or more sub-accounts of the Certificate Account (each an "A/B
Loan Custodial Account") into which the Master Servicer shall deposit any
amounts described above that are required to be paid to the holder of the
related B Note pursuant to the terms of the related Intercreditor Agreement, in
each case on the same day as the deposit thereof into the Certificate Account.
Any A/B Loan Custodial Account shall be held in trust for the benefit of the
holder of the related B Note and shall not be part of any REMIC Pool.

     With respect to the Loan Pair, the Master Servicer shall establish and
maintain one or more sub-accounts of the Certificate Account (collectively, the
WestShore Plaza Companion Loan Custodial Account) into which the Master Servicer
shall deposit any amounts described above that are required to be paid to the
holder of the WestShore Plaza Companion Loan pursuant to the terms of the Loan
Pair Intercreditor Agreement, in each case on the same day as the deposit
thereof into the Certificate Account. The WestShore Plaza Companion Loan
Custodial Account shall be held in trust for the benefit of the holder of the
WestShore Plaza Companion Loan and shall not be part of any REMIC Pool.


                                      -126-

<PAGE>

     Remittances from any REO Account to the Master Servicer for deposit in the
Certificate Account shall be made by the Special Servicer no later than the
Special Servicer Remittance Date.

     (d) The Master Servicer, with respect to each Distribution Date occurring
in January (other than in any leap year) and February of each year, shall
deposit in the Interest Reserve Account in respect of each Interest Reserve
Loan, an amount equal to one day's interest at the related REMIC I Net Mortgage
Rate (without any conversion to a 30/360 basis as provided in the definition
thereof) on the Scheduled Principal Balance of such Mortgage Loan as of the Due
Date in the month in which such Distribution Date occurs, to the extent a
Scheduled Payment or P&I Advance is timely made in respect thereof for such Due
Date (all amounts so deposited in any consecutive January and February in
respect of each Interest Reserve Loan, the "Interest Reserve Amount"). For
purposes of determining amounts to be deposited into the Interest Reserve
Account, the REMIC I Net Mortgage Rate used in this calculation for those months
will be calculated without regard to any adjustment for Interest Reserve Amounts
or the interest accrual basis as described in the proviso to the definition of
"REMIC I Net Mortgage Rate."

     (e) Funds in the Certificate Account (including any A/B Loan Custodial
Accounts and the WestShore Plaza Companion Loan Custodial Account) and Interest
Reserve Account may be invested and, if invested, shall be invested by, and at
the risk of, the Master Servicer in Eligible Investments selected by the Master
Servicer which shall mature, unless payable on demand, not later than the
Business Day immediately preceding the next Master Servicer Remittance Date, and
any such Eligible Investment shall not be sold or disposed of prior to its
maturity unless payable on demand. All such Eligible Investments shall be made
in the name of "LaSalle Bank National Association, as Trustee for the Holders of
the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP12 and the holder of the WestShore
Plaza Companion Loan or any related B Note as their interests may appear." None
of the Depositor, the Mortgagors, the Paying Agent or the Trustee shall be
liable for any loss incurred on such Eligible Investments.

     An amount equal to all income and gain realized from any such investment
shall be paid to the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal at any time from time to time. The amount of
any losses incurred in respect of any such investments shall be for the account
of the Master Servicer which shall deposit the amount of such loss (to the
extent not offset by income from other investments) in the Certificate Account
(and, solely to the extent that the loss is of an amount credited to an A/B Loan
Custodial Account or the WestShore Plaza Companion Loan Custodial Account,
deposit to the related A/B Loan Custodial Account or the WestShore Plaza
Companion Loan Custodial Account, as the case may be) or Interest Reserve
Account, as the case may be, out of its own funds immediately as realized. If
the Master Servicer deposits in or transfers to any Certificate Account, any A/B
Loan Custodial Account, the WestShore Plaza Companion Loan Custodial Account or
the Interest Reserve Account, as the case may be, any amount not required to be
deposited therein or transferred thereto, it may at any time withdraw such
amount or retransfer such amount from the Certificate Account, such A/B Loan
Custodial Account, such WestShore Plaza Companion Loan Custodial Account or the
Interest Reserve Account, as the case may be, any provision herein to the
contrary notwithstanding.


                                      -127-

<PAGE>

     (f) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Paying Agent on behalf of and at the direction of the Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings; provided, however, that if the Master Servicer shall have deposited
in the Certificate Account, the WestShore Plaza Companion Loan Custodial
Account, the related A/B Loan Custodial Account and the Interest Reserve Account
an amount equal to all amounts due under any such Eligible Investment (net of
anticipated income or earnings thereon that would have been payable to the
Master Servicer as additional servicing compensation) the Master Servicer shall
have the sole right to enforce such payment or performance.

     (g) Certain of the Mortgage Loans may provide for payment by the Mortgagor
to the Master Servicer of amounts to be used for payment of Escrow Amounts for
the account of the Mortgagor. The Master Servicer shall deal with these amounts
in accordance with the Servicing Standard, the terms of the related Mortgage
Loans and Section 8.3(e) hereof, and each Primary Servicer will be entitled to
hold any Escrow Accounts relating to the Mortgage Loans that it services in
accordance with the requirements set forth in Section 8.3(e). Within 20 days
following the first anniversary of the Closing Date, the Master Servicer shall
deliver to the Trustee, the Paying Agent and the Operating Adviser, for each
Mortgage Loan set forth on Schedule VII hereto, a brief statement as to the
status of the work or project based on the most recent information provided by
the Mortgagor. Schedule VII sets forth those Mortgage Loans as to which an
upfront reserve was collected at closing in an amount in excess of $75,000 with
respect to specific immediate engineering work, completion of additional
construction, environmental remediation or similar one-time projects (but not
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital improvements or debt service). If the work or project is not complete in
accordance with the requirements of the escrow, the Master Servicer and the
Special Servicer (which shall itself consult with the Operating Adviser) will
consult with each other as to whether there exists a material default under the
underlying Mortgage Loan documents.

     (h) In the case of the Mortgage Loans set forth on Schedule XVIII, as to
which the Scheduled Payment is due in a calendar month on a Due Date (including
any grace period) that may occur after the end of the Collection Period ending
in such calendar month, the Master Servicer shall, unless the Scheduled Payment
is received before the end of such Collection Period, make a P&I Advance by
deposit to the Certificate Account on the Master Servicer Remittance Date in an
amount equal to the Scheduled Payment or the Assumed Scheduled Payment, as
applicable, and for purposes of the definition of "Available Distribution
Amount" and "Principal Distribution Amount," such Scheduled Payment or Assumed
Scheduled Payment, as applicable, shall be deemed to have been received in such
Collection Period.

     SECTION 5.2 APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND INTEREST
RESERVE ACCOUNT.

     (a) Subsection (I). The Master Servicer shall, from time to time, make
withdrawals from the Certificate Account and remit them by wire transfer prior
to 12:00 p.m., New York City time, on the related Master Servicer Remittance
Date in immediately available

                                      -128-

<PAGE>

funds to the account specified in this Section or otherwise (w) to such account
as it shall determine from time to time of amounts payable to the Master
Servicer from the Certificate Account (or, insofar as they relate to a B Note,
from the related A/B Loan Custodial Account or, insofar as they relate to the
WestShore Plaza Companion Loan, from the WestShore Plaza Companion Loan
Custodial Account) pursuant to clauses (i), (ii), (iii), (iv), (vi), (viii) and
(ix) below; (x) to the account specified in writing by the Paying Agent from
time to time of amounts payable to the Paying Agent and the Trustee from the
Certificate Account (and, insofar as they relate to a B Note, from the related
A/B Loan Custodial Account and, insofar as they relate to the WestShore Plaza
Companion Loan, from the WestShore Plaza Companion Loan Custodial Account)
pursuant to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and
(y) to the Special Servicer from time to time of amounts payable to the Special
Servicer from such Certificate Account (or, insofar as they relate to a B Note,
from the related A/B Loan Custodial Account or, insofar as they relate to the
WestShore Plaza Companion Loan, from the WestShore Plaza Companion Loan
Custodial Account) pursuant to clauses (i), (iv), (vi), (vii) and (ix) below of
the following amounts, from the amounts specified for the following purposes:

     (i) Fees: the Master Servicer shall pay (A) to itself Late Fees (in excess
of amounts used to pay Advance Interest) relating to Mortgage Loans or B Notes
which are not Specially Serviced Mortgage Loans, Modification Fees relating to
Mortgage Loans, the WestShore Plaza Companion Loan or B Notes which are not
Specially Serviced Mortgage Loans as provided in Section 8.18, 50% of any
assumption fees payable under Section 8.7(a) or 8.7(b), 100% of any extension
fees payable under Section 8.10 or other fees payable to the Master Servicer
hereunder and (B) directly to the Special Servicer, 50% of any assumption fees
as provided in Section 8.7(a), 50% of any assumption fees as provided in Section
8.7(b), all assumption fees relating to Specially Serviced Mortgage Loans,
Modification Fees and other fees collected on Specially Serviced Mortgage Loans,
in each case to the extent provided for herein from funds paid by the applicable
Mortgagor, and Late Fees collected on Specially Serviced Mortgage Loans in
excess of Advance Interest (which Advance Interest the Master Servicer shall
retain to the extent provided for in this Agreement) to the extent the Special
Servicer is entitled to such Late Fees under Section 4.5;

     (ii) Servicing Advances (including amounts later determined to be
Nonrecoverable Advances): (A) in the case of all Mortgage Loans, the WestShore
Plaza Companion Loan and any B Note, subject to clause (B) below and subsection
(iv) of Section 5.2(a)(II), to reimburse or pay to the Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent, pursuant to Section 4.6, (x)
prior to a Final Recovery Determination or determination in accordance with
Section 4.4 that any Advance is a Nonrecoverable Advance, Servicing Advances on
the related Mortgage Loan, the WestShore Plaza Companion Loan and any B Note
from payments made by the related Mortgagor of the amounts to which a Servicing
Advance relates or from REO Income from the related REO Property or from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase
Proceeds and, to the extent that a Servicing Advance has been or is being
reimbursed, any related Advance Interest thereon first, from Late Fees and
default interest collected during the Collection Period during which such
Advance is reimbursed, and then from Excess Liquidation Proceeds then available
and then from any other amounts on deposit in the Certificate Account; provided
that, Late Fees and default interest will be applied on a "pool basis" for
non-Specially Serviced Mortgage Loans (and the WestShore Plaza Companion Loan
and the related B Note) and on a "loan-by-loan basis" (under which Late Fees and
default interest will be offset against the Advance Interest

                                     -129-

<PAGE>

arising only from the particular Specially Serviced Mortgage Loan) for Specially
Serviced Mortgage Loans, as the case may be, to the payment of Advance Interest
on all Advances on such non-Specially Serviced Mortgage Loans (and the WestShore
Plaza Companion Loan and any B Note) or such Specially Serviced Mortgage Loans,
as the case may be, then being reimbursed or (y) after a Final Recovery
Determination or determination that any Servicing Advance on the related
Mortgage Loan, the WestShore Plaza Companion Loan or any B Note is a
Nonrecoverable Advance, any Servicing Advances made on the related Mortgage
Loan, the WestShore Plaza Companion Loan, the related B Note or REO Property
from any funds on deposit in the Certificate Account (regardless of whether such
amount was recovered from the applicable Mortgage Loan or REO Property) and pay
Advance Interest thereon first, from Late Fees and default interest collected
during the Collection Period during which such Advance is reimbursed (applying
such Late Fees and default interest on a "pool basis" for all non-Specially
Serviced Mortgage Loans (and the WestShore Plaza Companion Loan and any B Note)
and on a "loan-by-loan basis", as described above, for all Specially Serviced
Mortgage Loans, as the case may be, to the payment of Advance Interest on all
Advances on such non-Specially Serviced Mortgage Loans (and the WestShore Plaza
Companion Loan and any B Note) or such Specially Serviced Mortgage Loans, as the
case may be, then being reimbursed), then from Excess Liquidation Proceeds then
available and then from any other amounts on deposit in the Certificate Account
and (B) in the case of any Non-Serviced Mortgage Loan and from any funds on
deposit in the Certificate Account, to reimburse the applicable Non-Serviced
Mortgage Loan Master Servicer, the applicable Non-Serviced Mortgage Loan Special
Servicer, the applicable Non-Serviced Mortgage Loan Trustee and the applicable
Non-Serviced Mortgage Loan Fiscal Agent for Pari Passu Loan Nonrecoverable
Advances and any accrued and unpaid interest thereon provided for under the
related Pooling and Servicing Agreement;

     (iii) P&I Advances (including amounts later to be determined to be
Nonrecoverable Advances): in the case of all Mortgage Loans, subject to
subsection (iv) of Section 5.2(a)(II), to reimburse or pay to the Master
Servicer, the Trustee and the Fiscal Agent, pursuant to Section 4.6, (x) if
prior to a Final Recovery Determination or determination that any Advance is a
Nonrecoverable Advance, any P&I Advances from Late Collections made by the
Mortgagor of the amounts to which a P&I Advance relates, or REO Income from the
related REO Property or from Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds or Purchase Proceeds and, to the extent that a P&I Advance
has been or is being reimbursed, any related Advance Interest thereon, first,
from Late Fees and default interest collected during the Collection Period
during which such Advance is reimbursed, and then from Excess Liquidation
Proceeds then available and then from any other amounts on deposit in the
Certificate Account; provided that, Late Fees and default interest will be
applied on a "pool basis" for non-Specially Serviced Mortgage Loans and on a
"loan-by-loan basis" (under which Late Fees and default interest will be offset
against the Advance Interest arising only from the particular Specially Serviced
Mortgage Loan) for Specially Serviced Mortgage Loans, as the case may be, to the
payment of Advance Interest on all Advances on such non-Specially Serviced
Mortgage Loans or such Specially Serviced Mortgage Loans, as the case may be,
then being reimbursed or (y) if after a Final Recovery Determination or
determination in accordance with Section 4.4 that any P&I Advance on the related
Mortgage Loan is a Nonrecoverable Advance, any P&I Advances made on the related
Mortgage Loan or REO Property from funds on deposit in the Certificate Account
(regardless of whether such amount was recovered from the applicable Mortgage
Loan or REO Property) and any Advance Interest thereon, first, from Late Fees
and default interest collected during the Collection Period during which such
Advance is reimbursed (applying such

                                     -130-

<PAGE>

Late Fees and default interest on a "pool basis" for all non-Specially Serviced
Mortgage Loans and on a "loan-by-loan basis", as described above, for all
Specially Serviced Mortgage Loans, as the case may be, to the payment of Advance
Interest on all Advances on such non-Specially Serviced Mortgage Loans or such
Specially Serviced Mortgage Loans, as the case may be, then being reimbursed),
then from Excess Liquidation Proceeds then available and then from any other
amounts on deposit in the Certificate Account;

     (iv) Servicing Fees and Special Servicer Compensation: to pay to itself the
Master Servicing Fee, subject to reduction for any Compensating Interest, to pay
to the Special Servicer the Special Servicing Fee and the Work-Out Fee, to pay
to the Primary Servicer (or the Master Servicer) the Primary Servicing Fees, and
to pay to the parties entitled thereto the Excess Servicing Fees (to the extent
not previously retained by any of such parties);

     (v) Trustee Fee and Paying Agent Fee: to pay to the Distribution Account
for withdrawal by the Paying Agent, the Paying Agent Fee and the Trustee Fee;

     (vi) Expenses of Trust: to pay to the Person entitled thereto any amounts
specified herein to be Additional Trust Expenses (at the time set forth herein
or in the definition thereof), the payment of which is not more specifically
provided for in this Agreement; provided that the Depositor shall not be
entitled to receive reimbursement for performing its duties under this
Agreement;

     (vii) Liquidation Fees: upon the occurrence of a Final Recovery
Determination to pay to the Special Servicer from the Certificate Account, the
amount certified by the Special Servicer equal to the Liquidation Fee, to the
extent provided in Section 9.11 hereof;

     (viii) Investment Income: to pay to itself income and gain realized on the
investment of funds deposited in such Certificate Account (including any A/B
Loan Custodial Accounts and the WestShore Plaza Companion Loan Custodial
Account);

     (ix) Prepayment Interest Excesses: to pay to the Master Servicer the amount
of the aggregate Prepayment Interest Excesses relating to Mortgage Loans which
are not Specially Serviced Mortgage Loans (to the extent not offset by
Prepayment Interest Shortfalls relating to such Mortgage Loans); and to pay to
the Special Servicer the amount of the aggregate Prepayment Interest Excesses
relating to Specially Serviced Mortgage Loans which have received voluntary
Principal Prepayments (not from Liquidation Proceeds or from modifications to
Specially Serviced Mortgage Loans), to the extent not offset by Prepayment
Interest Shortfalls relating to such Mortgage Loans.

     (x) Correction of Errors: to withdraw funds deposited in the Certificate
Account in error;

     (xi) Distribution Account: to make payment on each Master Servicer
Remittance Date of the remaining amounts in the Certificate Account (including
any Excess Interest and Kimball Lane Yield Maintenance Amounts) to the
Distribution Account (or in the case of any Excess Interest, deposit to the
Excess Interest Sub-account

                                     -131-
<PAGE>

under Section 5.3(b), or in the case of Kimball Lane Yield Maintenance Amounts,
deposit to the Kimball Lane Sub-account under Section 5.3(b)) other than amounts
held for payment in future periods or pursuant to clause (xii) below;

     (xii) Reserve Account: to make payment on each Master Servicer Remittance
Date to the Reserve Account, any Excess Liquidation Proceeds (subject to Section
4.6(c)); and

     (xiii) Clear and Terminate: to clear and terminate the Certificate Account
pursuant to Section 8.29;

provided, however, that in the case of any B Note:

                  (A) the Master Servicer shall be entitled to make transfers
                  from time to time, from the related A/B Loan Custodial Account
                  to the portion of the Certificate Account that does not
                  constitute the A/B Loan Custodial Account, of amounts
                  necessary for the payments or reimbursement of amounts
                  described in any one or more of clauses (i), (ii), (iii),
                  (iv), (vi), (vii), (viii), (ix) and (xii) above, but only
                  insofar as the payment or reimbursement described therein
                  arises from or is related solely to such A/B Mortgage Loan and
                  is allocable to the A/B Mortgage Loan pursuant to this
                  Agreement or the related Intercreditor Agreement, and the
                  Master Servicer shall also be entitled to make transfers from
                  time to time, from the related A/B Loan Custodial Account to
                  the portion of the Certificate Account that does not
                  constitute the A/B Loan Custodial Account, of amounts
                  transferred to such related A/B Loan Custodial Account in
                  error, and amounts necessary for the clearing and termination
                  of the Certificate Account pursuant to Section 8.29;


                  (B) the Master Servicer shall be entitled to make transfers
                  from time to time, from the related A/B Loan Custodial Account
                  to the portion of the Certificate Account that does not
                  constitute the A/B Loan Custodial Account, of amounts not
                  otherwise described in clause (A) above to which the holder of
                  an A Note is entitled under the A/B Mortgage Loan and the
                  related Intercreditor Agreement (including in respect of
                  interest, principal and Prepayment Premiums in respect of the
                  A Note (whether or not by operation of any provision of the
                  related Intercreditor Agreement that entitles the holder of
                  such A Note to receive remittances in amounts calculated
                  without regard to any modification, waiver or amendment of the
                  economic terms of such A Note)); and


                  (C) the Master Servicer shall on each Master Servicer
                  Remittance Date remit to the holder of the related B Note all
                  amounts on deposit in such A/B Loan Custodial Account (net of
                  amounts permitted or required to be transferred therefrom as
                  described in clauses (A) and/or (B) above), to the extent that
                  the holder of such B Note is entitled thereto under the
                  related Intercreditor Agreement (including by way of the
                  operation of any provision of the related Intercreditor
                  Agreement that entitles the holder of the B Note to
                  reimbursement of cure payments made by it).


and provided further, however, that in the case of the WestShore Plaza Companion
Loan:

                                     -132-

<PAGE>

                  (A) the Master Servicer shall be entitled to make transfers
                  from time to time, from the WestShore Plaza Companion Loan
                  Custodial Account to the portion of the Certificate Account
                  that does not constitute the WestShore Plaza Companion Loan
                  Custodial Account, of amounts necessary for the payments or
                  reimbursement of amounts described in any one or more of
                  clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix)
                  and (xii) above, but only insofar as the payment or
                  reimbursement described therein arises from or is related
                  solely to the Loan Pair and is allocable to the WestShore
                  Plaza Companion Loan, and the Master Servicer shall also be
                  entitled to make transfers from time to time, from the
                  WestShore Plaza Companion Loan Custodial Account to the
                  portion of the Certificate Account that does not constitute
                  the WestShore Plaza Companion Loan Custodial Account, of
                  amounts transferred to such WestShore Plaza Companion Loan
                  Custodial Account in error, and amounts necessary for the
                  clearing and termination of the Certificate Account pursuant
                  to Section 8.29; provided, however that the Master Servicer
                  shall not be entitled to make transfers from the portion of
                  the Certificate Account that does not constitute the WestShore
                  Plaza Companion Loan Custodial Account (other than amounts
                  previously transferred from the WestShore Plaza Companion Loan
                  Custodial Account in accordance with this clause (A)) of
                  amounts necessary for the payment or reimbursement of amounts
                  described in any one or more of the foregoing clauses;

                  (B) the Master Servicer shall be entitled to make transfers
                  from time to time, from the WestShore Plaza Companion Loan
                  Custodial Account to the portion of the Certificate Account
                  that does not constitute the WestShore Plaza Companion Loan
                  Custodial Account, of amounts not otherwise described in
                  clause (A) above to which the holder of the WestShore Plaza
                  Pari Passu Loan is entitled under the Loan Pair Intercreditor
                  Agreement (including in respect of interest, principal and
                  Prepayment Premiums); and

                  (C) the Master Servicer shall, on the later of (i) one (1)
                  Business Day after the related Determination Date or (ii) one
                  (1) Business Day after receipt from the related Primary
                  Servicer, remit to the holder of the WestShore Plaza Companion
                  Loan all amounts on deposit in such WestShore Plaza Companion
                  Loan Custodial Account (net of amounts permitted or required
                  to be transferred therefrom as described in clauses (A) and/or
                  (B) above), to the extent that the holder of the WestShore
                  Plaza Companion Loan is entitled thereto under the Loan Pair
                  Intercreditor Agreement.


     No decision by the Master Servicer, the Trustee or the Fiscal Agent under
either this Section 5.2(a) or subsection (iv) of Section 5.2(a)(II), to defer
the reimbursement of Advances and/or Advance Interest shall be construed as an
agreement by the Master Servicer to subordinate (in respect of realizing
losses), to any Class of Certificates, such party's right to such reimbursement
during such period of deferral.

     Expenses incurred with respect to an A/B Mortgage Loan shall be allocated
in accordance with the related Intercreditor Agreement. The Master Servicer
shall keep and maintain a separate accounting for each Mortgage Loan and B Note
for the purpose of justifying any withdrawal or transfer from the Certificate
Account and any A/B Loan Custodial Account.

                                     -133-
<PAGE>

If funds collected in respect of the A Notes are insufficient to pay the Master
Servicing Fee, then the Master Servicer shall be entitled to withdraw the amount
of such shortfall from the collections on, and other proceeds of, the B Note
that are held in the related A/B Loan Custodial Account. The Master Servicer
shall not be permitted to withdraw any funds from the portion of the Certificate
Account that does not constitute the A/B Loan Custodial Account unless there are
no remaining funds in the related A/B Loan Custodial Account available and
required to be paid in accordance with the related Intercreditor Agreement.

     Expenses incurred with respect to the Loan Pair shall be allocated in
accordance with the Loan Pair Intercreditor Agreement. The Master Servicer shall
keep and maintain a separate accounting for each Mortgage Loan and the WestShore
Plaza Companion Loan for the purpose of justifying any withdrawal or transfer
from the Certificate Account and the WestShore Plaza Companion Loan Custodial
Account.

     Subsection (II). The provisions of this subsection II of this Section
5.2(a) shall apply notwithstanding any contrary provision of subsection (I) of
this Section 5.2(a):


               (i) Identification of Workout-Delayed Reimbursement Amounts: If
          any Advance made with respect to any Mortgage Loan on or before the
          date on which such Mortgage Loan becomes (or, but for the requirement
          that the Mortgagor shall have made three consecutive scheduled
          payments under its modified terms, would then constitute) a
          Rehabilitated Mortgage Loan, together with Advance Interest accrued
          thereon, is not, pursuant to the operation of the provisions of
          Section 5.2(a)(I), reimbursed to the Person who made such Advance on
          or before the date, if any, on which such Mortgage Loan becomes a
          Rehabilitated Mortgage Loan, such Advance, together with such Advance
          Interest, shall constitute a "Workout-Delayed Reimbursement Amount" to
          the extent that such amount has not been determined to constitute a
          Nonrecoverable Advance. All references herein to "Workout-Delayed
          Reimbursement Amount" shall be construed always to mean the related
          Advance and any Advance Interest thereon, together with any further
          Advance Interest that accrues on the unreimbursed portion of such
          Advance from time to time in accordance with the other provisions of
          this Agreement. That any amount constitutes all or a portion of any
          Workout-Delayed Reimbursement Amount shall not in any manner limit the
          right of any Person hereunder to determine that such amount instead
          constitutes a Nonrecoverable Advance.

               (ii) General Relationship of Provisions. Subsection (iii) below
          (subject to the terms and conditions thereof) sets forth the terms of
          and conditions to the right of a Person to be reimbursed for any
          Workout-Delayed Reimbursement Amount to the extent that such Person is
          not otherwise entitled to reimbursement and payment of such
          Workout-Delayed Reimbursement Amount pursuant to the operation of
          Section 5.2(a)(I) above. Subsection (iv) below (subject to the terms
          and conditions thereof) authorizes the Master Servicer to abstain from
          reimbursing itself (or, if applicable, the Trustee or the Fiscal Agent
          to abstain from obtaining reimbursement) for Nonrecoverable Advances
          under certain circumstances at its sole option. Upon any determination
          that all or any portion of a Workout-Delayed Reimbursement Amount
          constitutes a

                                      -134-

<PAGE>

          Nonrecoverable Advance, then the reimbursement or payment of such
          amount (and any further Advance Interest that may accrue thereon)
          shall cease to be subject to the operation of subsection (iii) below,
          such amount (and further Advance Interest) shall be as fully payable
          and reimbursable to the relevant Person as would any other
          Nonrecoverable Advance (and Advance Interest thereon) and, as a
          Nonrecoverable Advance, such amount may become the subject of the
          Master Servicer's (or, if applicable, the Trustee's or the Fiscal
          Agent's) exercise of its sole option authorized by subsection (iv)
          below.

               (iii) Reimbursements of Workout-Delayed Reimbursement Amounts:
          The Master Servicer, the Special Servicer, the Trustee and the Fiscal
          Agent, as applicable, shall be entitled to reimbursement and payment
          for all Workout-Delayed Reimbursement Amounts in each Collection
          Period; provided, however, that the aggregate amount (for all such
          Persons collectively) of such reimbursements and payments in such
          Collection Period shall not exceed (and the reimbursement and payment
          shall be made from) the aggregate principal collections and recoveries
          on the Mortgage Loans for such Collection Period contemplated by
          clause (I)(A) of the definition of Principal Distribution Amount (but
          not including any such amounts that constitute Advances) and net of
          any Nonrecoverable Advances then outstanding and reimbursable from
          such principal collections and recoveries in accordance with Section
          5.2(a)(II)(iv) below. As and to the extent provided in clause (II)(A)
          of the definition thereof, the Principal Distribution Amount for the
          Distribution Date related to such Collection Period shall be reduced
          to the extent that such payment or reimbursement of a Workout-Delayed
          Reimbursement Amount is made from aggregate principal collections
          pursuant to the preceding sentence.

               (iv) Reimbursement of Nonrecoverable Advances; Sole Option to
          Abstain from Reimbursements of Certain Nonrecoverable Advances. To the
          extent that Section 5.2(a)(I) otherwise entitles the Master Servicer
          to reimbursement for any Nonrecoverable Advance (or payment of Advance
          Interest thereon from a source other than Late Fees and default
          interest on the related Mortgage Loan) during any Collection Period,
          then, notwithstanding any contrary provision of subsection (I) above,
          (a) to the extent that one or more such reimbursements and payments of
          Nonrecoverable Advances (and such Advance Interest thereon) are made,
          such reimbursements and payments shall be made, first, from the
          aggregate principal collections and recoveries on the Mortgage Loans
          for such Collection Period contemplated by clause (I)(A) of the
          definition of Principal Distribution Amount (but not including any
          such amounts that constitute Advances, and prior to any deduction for
          Workout-Delayed Reimbursement Amounts (and Advance Interest thereon)
          that were reimbursed or paid during the related Collection Period from
          principal collections on the Mortgage Loans, as described by clause
          (II)(A) of the definition of Principal Distribution Amount and
          pursuant to subsection (iii) of Section 5.2(a)(II)), and then from
          other collections (including interest) on the Mortgage Loans for such
          Collection Period, and (b) if and to the extent that the amount of
          such a Nonrecoverable Advance (and Advance Interest thereon), together
          with all Nonrecoverable Advances (and Advance Interest thereon)
          theretofore reimbursed

                                      -135-
<PAGE>

          during such Collection Period, would exceed such principal collections
          and recoveries on the Mortgage Loans for such Collection Period (and
          Advance Interest thereon), the Master Servicer (and the Trustee or the
          Fiscal Agent, as applicable, if it made the relevant Advance) is
          hereby authorized (but shall not be construed to have any obligation
          whatsoever), if it elects at its sole option, to abstain from
          reimbursing itself (notwithstanding that it is entitled to such
          reimbursement) during that Collection Period for all or a portion of
          such Nonrecoverable Advance (and Advance Interest thereon), provided
          that the aggregate amount that is deferred with respect to all
          Nonrecoverable Advances (and Advance Interest thereon) with respect to
          all Mortgage Loans for any particular Collection Period is less than
          or equal to such excess described above in this clause (b). If the
          Master Servicer (or the Trustee or the Fiscal Agent, as applicable)
          makes such an election at its sole option to defer reimbursement with
          respect to all or a portion of a Nonrecoverable Advance (and Advance
          Interest thereon), then such Nonrecoverable Advance (and Advance
          Interest thereon) or portion thereof shall continue to be fully
          reimbursable in any subsequent Collection Period to the same extent as
          set forth above. In connection with a potential election by the Master
          Servicer to abstain from the reimbursement of a particular
          Nonrecoverable Advance or portion thereof during the Collection Period
          for any Distribution Date, the Master Servicer (or the Trustee or the
          Fiscal Agent, as applicable) shall further be authorized to wait for
          principal collections to be received before making its determination
          of whether to abstain from the reimbursement of a particular
          Nonrecoverable Advance or portion thereof until the end of the
          Collection Period.

          None of the Master Servicer, the Trustee or the Fiscal Agent shall
     have any liability whatsoever for making an election, or refraining from
     making an election, that is authorized under this subsection (II)(iv). The
     foregoing shall not, however, be construed to limit any liability that may
     otherwise be imposed on such Person for any failure by such Person to
     comply with the conditions to making such an election under this subsection
     (II)(iv) or to comply with the terms of this subsection (II)(iv) and the
     other provisions of this Agreement that apply once such an election, if
     any, has been made.

          Any election by the Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) to abstain from reimbursing itself for any
     Nonrecoverable Advance (and Advance Interest thereon) or portion thereof
     with respect to any Collection Period shall not be construed to impose on
     the Master Servicer (or the Trustee or the Fiscal Agent, as applicable) any
     obligation to make such an election (or any entitlement in favor of any
     Certificateholder or any other Person to such an election) with respect to
     any subsequent Collection Period or to constitute a waiver or limitation on
     the right of the Master Servicer (or the Trustee or the Fiscal Agent, as
     applicable) to otherwise be reimbursed for such Nonrecoverable Advance (and
     Advance Interest thereon). Any election by the Master Servicer, the Trustee
     or the Fiscal Agent to abstain from reimbursing itself for any
     Nonrecoverable Advance or portion thereof with respect to any one or more
     Collection Periods shall not limit the accrual of Advance Interest on the
     unreimbursed portion of such Nonrecoverable Advance for the period prior to
     the actual reimbursement of such Nonrecoverable Advance. None of the Master
     Servicer, the Trustee, the Fiscal Agent or


                                      -136-

<PAGE>

     the other parties to this Agreement shall have any liability to one another
     or to any of the Certificateholders or any holder of a B Note or the
     WestShore Plaza Companion Loan for any such election that such party makes
     as contemplated by this subsection or for any losses, damages or other
     adverse economic or other effects that may arise from such an election. The
     foregoing statements in this paragraph shall not limit the generality of
     the statements made in the immediately preceding paragraph. Notwithstanding
     the foregoing, none of the Master Servicer, the Trustee or the Fiscal Agent
     shall have the right to abstain from reimbursing itself for any
     Nonrecoverable Advance to the extent of the amount described in clause
     (I)(A) of the definition of Principal Distribution Amount.

               (v) Reimbursement Rights of the Master Servicer, Special
          Servicer, Trustee and Fiscal Agent Are Senior. Nothing in this
          Agreement shall be deemed to create in any Certificateholder a right
          to prior payment of distributions over the Master Servicer's, the
          Special Servicer's, the Trustee's or the Fiscal Agent's right to
          reimbursement for Advances plus Advance Interest (whether those that
          constitute Workout-Delayed Reimbursement Amounts, those that have been
          the subject of the Master Servicer's election authorized in subsection
          (iv) or otherwise).

     (b) Scheduled Payments due in a Collection Period succeeding the Collection
Period relating to such Master Servicer Remittance Date, Principal Prepayments
received after the related Collection Period, or other amounts not distributable
on the related Distribution Date, shall be held in the Certificate Account (or
sub-account thereof) and shall be distributed on the Master Servicer Remittance
Date or Dates to which such succeeding Collection Period or Periods relate,
provided, however, that as to the Mortgage Loans set forth on Schedule XVIII,
for which the Scheduled Payment due each month is due on a Due Date (including
any grace period) that may occur after the end of the Collection Period in such
month, sums received by the Master Servicer with respect to such Scheduled
Payment but after the end of such Collection Period shall be applied by the
Master Servicer to reimburse any related P&I Advance made pursuant to Section
5.1(h), and the Master Servicer shall remit to the Distribution Account on any
Master Servicer Remittance Date for a Collection Period any Principal
Prepayments and Balloon Payments received after the end of such Collection
Period but no later than the second Business Day immediately preceding such
Master Servicer Remittance Date on the Mortgage Loans set forth on Schedule
XVIII. The Master Servicer shall use its best efforts to remit to the
Distribution Account on any Master Servicer Remittance Date for a Collection
Period any Balloon Payments received after the date that is two Business Days
immediately preceding the related Master Servicer Remittance Date and prior to
the Distribution Date. In connection with the deposit of any Balloon Payments to
the Distribution Account in accordance with the immediately preceding sentence,
the Master Servicer shall promptly notify the Paying Agent and the Paying Agent
shall, if it has already reported anticipated distributions to the Depository,
use commercially reasonable efforts to cause the Depository to make the revised
distribution on a timely basis on such Distribution Date. Neither the Master
Servicer nor the Paying Agent shall be liable or held responsible for any
resulting delay or failure in the making of such distribution to
Certificateholders. For purposes of the definition of "Available Distribution
Amount" and "Principal Distribution Amount," the Scheduled Payments and
Principal Prepayments referred to in the preceding proviso shall be deemed to
have been collected in the prior Collection Period.

                                     -137-

<PAGE>

     (c) On each Master Servicer Remittance Date in March of every year
commencing in March 2004, the Master Servicer shall withdraw all amounts then in
the Interest Reserve Account and deposit such amounts into the Distribution
Account.

     SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

     (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo
Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP12, Distribution Account" and (ii) an
account (the "Reserve Account") to be held in trust for the benefit of the
holders of interests in the Trust until disbursed pursuant to the terms of this
Agreement, titled: "Wells Fargo Bank Minnesota, National Association, as Paying
Agent on behalf of LaSalle Bank National Association, as Trustee, in trust for
the benefit of the Holders of Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-TOP12, Reserve
Account." The Distribution Account and the Reserve Account shall be Eligible
Accounts. Funds in the Reserve Account shall not be invested. The Distribution
Account and Reserve Account shall be held separate and apart from and shall not
be commingled with any other monies including, without limitation, other monies
of the Paying Agent held under this Agreement.

     Funds in the Distribution Account may be invested and, if invested, shall
be invested by, and at the risk of, the Paying Agent in Eligible Investments
selected by the Paying Agent which shall mature, unless payable on demand, not
later than such time on the Distribution Date which will allow the Paying Agent
to make withdrawals from the Distribution Account under Section 5.3(b), and any
such Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-TOP12 and the holder of any related B
Note as their interests may appear." None of the Depositor, the Mortgagors, the
Special Servicer, the Master Servicer, the Primary Servicer or the Trustee shall
be liable for any loss incurred on such Eligible Investments.

     An amount equal to all income and gain realized from any such investment
shall be paid to the Paying Agent as additional compensation and shall be
subject to its withdrawal at any time from time to time. The amount of any
losses incurred in respect of any such investments shall be for the account of
the Paying Agent which shall deposit the amount of such loss (to the extent not
offset by income from other investments) in the Distribution Account, as the
case may be, out of its own funds immediately as realized. If the Paying Agent
deposits in or transfers to the Distribution Account, as the case may be, any
amount not required to be deposited therein or transferred thereto, it may at
any time withdraw such amount or retransfer such amount from the Distribution
Account, as the case may be, any provision herein to the contrary
notwithstanding.


                                      -138-
<PAGE>

     (b) The Paying Agent shall deposit into the Distribution Account or the
Reserve Account, as applicable, on the Business Day received all moneys remitted
by the Master Servicer pursuant to this Agreement, including P&I Advances made
by the Master Servicer, the Trustee and the Fiscal Agent and all Excess
Liquidation Proceeds. The Paying Agent shall deposit amounts constituting
collections of (i) Excess Interest on the Mortgage Loans into the Excess
Interest Sub-account and (ii) Kimball Lane Yield Maintenance Amounts into the
Kimball Lane Sub-account. On any Master Servicer Remittance Date, the Master
Servicer shall have no duty to remit to the Distribution Account any amounts
other than amounts held in the Certificate Account and collected during the
related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)
and the P&I Advance Amount and, on the Master Servicer Remittance Date occurring
in March of any year, commencing in March 2004, amounts held in the Interest
Reserve Account. The Paying Agent shall make withdrawals from the Distribution
Account (including the Excess Interest Sub-account and the Kimball Lane
Sub-account) and the Reserve Account only for the following purposes:

          (i) to withdraw amounts deposited in the Distribution Account in error
and pay such amounts to the Persons entitled thereto;

          (ii) to pay any amounts payable to the Master Servicer, the Primary
Servicer, the Special Servicer, the Fiscal Agent and the Trustee (including the
Trustee's Fee (other than that portion thereof, that constitutes the Paying
Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other
expenses or other amounts permitted to be paid hereunder and not previously paid
to such Persons pursuant to Section 5.2;

          (iii) to make distributions to the Certificateholders pursuant to
Section 6.5 and 6.11; and

          (iv) to clear and terminate the Distribution Account pursuant to
Section 10.2.

     SECTION 5.4 PAYING AGENT REPORTS.

     (a) On or prior to each Distribution Date, based on information provided in
monthly reports prepared by the Master Servicer and the Special Servicer and
delivered to the Paying Agent by the Master Servicer (no later than 1:00 p.m.,
New York time on the Report Date), the Paying Agent shall make available to any
interested party via its internet website initially located at
"www.ctslink.com/cmbs" (the "Paying Agent's Website"), (i) the Monthly
Certificateholders Report (substantially in the form of Exhibit M), (ii) a
report containing information regarding the Mortgage Loans as of the end of the
related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the Loan
Periodic Update File, Loan Setup File, Bond Level File and the Collateral
Summary File, (iv) the Monthly Additional Report on Recoveries and
Reimbursements, (v) the supplemental reports set forth in paragraph (b) of the
definition of Unrestricted Servicer Reports and (vi) as a convenience for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement.


                                     -139-
<PAGE>

     In addition, on or prior to each Distribution Date, based on information
provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Paying Agent in accordance herewith, the Paying
Agent shall make available via the Paying Agent's Website, on a restricted
basis, the Restricted Servicer Reports (including the Property File on or prior
to each Distribution Date, commencing in November 2003). The Paying Agent shall
provide access to the Restricted Servicer Reports, upon request, to each
Certificateholder, each of the parties to this Agreement, each of the Rating
Agencies, each of the Underwriters, the Operating Adviser, the Placement Agents,
any prospective purchaser of the Certificates and any Certificate Owner upon
receipt (which may be in electronic form) from such person of an Investor
Certificate in the form of Exhibit Y, and any other person upon the direction of
the Depositor, the Placement Agents or any Underwriter. For assistance with the
above-mentioned Paying Agent services, Certificateholders or any party hereto
may initially call 301-815-6600.

     The Paying Agent makes no representations or warranties as to the accuracy
or completeness of any report, document or other information made available on
the Paying Agent's Website and assumes no responsibility therefor. The Paying
Agent shall be entitled to conclusively rely on any information provided to it
by the Master Servicer or the Special Servicer and shall have no obligation to
verify such information and the Paying Agent may disclaim responsibility for any
information distributed by the Paying Agent for which it is not the original
source. In connection with providing access to the Paying Agent's Website, the
Paying Agent, may require registration and the acceptance of a disclaimer. None
of the Master Servicer, the Special Servicer, any Primary Servicer or the Paying
Agent shall be liable for the dissemination of information in accordance with
this Agreement; provided that this sentence shall not in any way limit the
liability the Paying Agent may otherwise have in the performance of its duties
hereunder.

     (b) Subject to Section 8.15, upon advance written request, if required by
federal regulation, of any Certificateholder (or holder of the WestShore Plaza
Companion Loan or a B Note) that is a savings association, bank, or insurance
company, the Paying Agent shall provide (to the extent in its possession) to
each such Certificateholder (or such holder of the WestShore Plaza Companion
Loan or a B Note) such reports and access to non-privileged information and
documentation regarding the Mortgage Loans and the Certificates as such
Certificateholder (or such holder of the WestShore Plaza Companion Loan or a B
Note) may reasonably deem necessary to comply with applicable regulations of the
Office of Thrift Supervision or successor or other regulatory authorities with
respect to investment in the Certificates; provided that the Paying Agent shall
be entitled to be reimbursed by such Certificateholder (or such holder of the
WestShore Plaza Companion Loan or a B Note) for the Paying Agent's actual
expenses incurred in providing such reports and access. The holder of a B Note
shall be entitled to receive information and documentation only with respect to
its related A/B Mortgage Loan and the holder of the WestShore Plaza Companion
Loan shall be entitled to receive information and documentation only with
respect to the Loan Pair, pursuant hereto.

     (c) Upon written request, the Paying Agent shall send to each Person who at
any time during the calendar year was a Certificateholder of record, customary
information as the Paying Agent deems may be necessary or desirable for such
Holders to prepare their federal income tax returns.

     (d) Reserved


                                      -140-

<PAGE>

     (e) The Paying Agent shall afford the Rating Agencies, the Depositor, the
Master Servicer, the Special Servicer, the Primary Servicer, the Trustee, the
Fiscal Agent, the Operating Adviser, any Certificateholder, the Luxembourg
Paying Agent, prospective Certificate Owner or any Person reasonably designated
by any Placement Agent, or any Underwriter upon reasonable notice and during
normal business hours, reasonable access to all relevant, non-attorney
privileged records and documentation regarding the applicable Mortgage Loans,
REO Property and all other relevant matters relating to this Agreement, and
access to Responsible Officers of the Paying Agent.

     (f) Copies (or computer diskettes or other digital or electronic formats of
such information if reasonably available in lieu of paper copies) of any and all
of the foregoing items of this Section 5.4 shall be made available by the Paying
Agent upon request; provided, however, that the Paying Agent shall be permitted
to require payment by the requesting party (other than the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Operating
Adviser, any Placement Agent or any Underwriter or any Rating Agency) of a sum
sufficient to cover the reasonable expenses actually incurred by the Paying
Agent of providing access or copies (including electronic or digital copies) of
any such information requested in accordance with the preceding sentence.

     (g) The Paying Agent shall make available at its Corporate Trust Office
(either in physical or electronic form), during normal business hours, upon
reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any prospective Certificate Owner, the Placement Agents, the
Underwriters, each Rating Agency, the Special Servicer, the Depositor, and
solely as with respect to any A/B Mortgage Loan, the holder of the B Note and
solely as with respect to the Loan Pair, the holder of the WestShore Plaza
Companion Loan, originals or copies of, among other things, any Phase I
Environmental Report or engineering report prepared or appraisals performed in
respect of each Mortgaged Property provided, however, that the Paying Agent
shall be permitted to require payment by the requesting party (other than either
Rating Agency or the Operating Adviser) of a sum sufficient to cover the
reasonable expenses actually incurred by the Paying Agent or the Trustee of
providing access or copies (including electronic or digital copies) of any such
information reasonably requested in accordance with the preceding sentence.

     SECTION 5.5 PAYING AGENT TAX REPORTS. The Paying Agent shall perform all
reporting and other tax compliance duties that are the responsibility of each
REMIC Pool and the Grantor Trust under the Code, REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Consistent with this Pooling and Servicing Agreement, the
Paying Agent shall provide or cause to be provided (i) to the United States
Treasury or other Persons (including, but not limited to, the Transferor of a
Class R-I, Class R-II, Class R-III or Class R-K Certificate, to a Disqualified
Organization or to an agent that has acquired a Class R-I, Class R-II, Class
R-III or Class R-K Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Class R-I, Class R-II, Class R-III or Class R-K Certificate to any
Disqualified Organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions; in the case of (i),
subject to reimbursement of expenses relating thereto in accordance with Section
7.12. The Master Servicer shall on a timely basis provide the Paying Agent with
such information concerning the Mortgage Loans as is necessary for the
preparation of the tax or information returns or receipts of each REMIC Pool as


                                     -141-
<PAGE>

the Paying Agent may reasonably request from time to time. The Special Servicer
is required to provide to the Master Servicer all information in its possession
with respect to the Specially Serviced Mortgage Loans in order for the Master
Servicer to comply with its obligations under this Section 5.5. The Paying Agent
shall be entitled to conclusively rely on any such information provided to it by
the Master Servicer or the Special Servicer and shall have no obligation to
verify any such information.

                                   ARTICLE VI

                                  DISTRIBUTIONS

     SECTION 6.1 DISTRIBUTIONS GENERALLY. Subject to Section 10.2(a), respecting
the final distribution on the Certificates, on each Distribution Date, the
Paying Agent shall (1) first, withdraw from the Distribution Account and pay to
the Fiscal Agent and Trustee any unpaid fees, expenses and other amounts then
required to be paid pursuant to this Agreement, and then, to the Paying Agent,
any unpaid fees, expenses and other amounts then required to be paid pursuant to
this Agreement, and then at the written direction of the Master Servicer,
withdraw from the Distribution Account and pay to the Master Servicer, the
Primary Servicer and Special Servicer any unpaid servicing compensation or other
amounts currently required to be paid pursuant to this Agreement (to the extent
not previously retained or withdrawn by the Master Servicer from the Certificate
Account), and (2) second, make distributions in the manner and amounts set forth
below.

     Each distribution to Holders of Certificates shall be made by check mailed
to such Holder's address as it appears on the Certificate Register of the
Certificate Registrar or, upon written request to the Paying Agent on or prior
to the related Record Date (or upon standing instructions given to the Paying
Agent on the Closing Date prior to any Record Date, which instructions may be
revoked at any time thereafter upon written notice to the Paying Agent five days
prior to the related Record Date) made by a Certificateholder by wire transfer
in immediately available funds to an account specified in the request of such
Certificateholder; provided, that (i) remittances to the Paying Agent shall be
made by wire transfer of immediately available funds to the Distribution Account
and the Reserve Account; and (ii) the final distribution in respect of any
Certificate shall be made only upon presentation and surrender of such
Certificate at such location specified by the Paying Agent in a notice delivered
to Certificateholders pursuant to Section 10.2(a). If any payment required to be
made on the Certificates is to be made on a day that is not a Business Day, then
such payment will be made on the next succeeding Business Day without
compensation for such delay. All distributions or allocations made with respect
to Holders of Certificates of a Class on each Distribution Date shall be made or
allocated among the outstanding Interests in such Class in proportion to their
respective initial Certificate Balances or Percentage Interests for the Class X
Certificates.


                                     -142-
<PAGE>

     SECTION 6.2 Kimball Lane Loan REMIC.

     (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the Kimball Lane
Loan REMIC Regular Interest, for the following purposes and in the following
order of priority:

         (i) from the portion of the Available Distribution Amount attributable
to interest collected or deemed collected on or with respect to the Kimball Lane
Loan or related REO Property, Distributable Certificate Interest to the Kimball
Lane Loan REMIC Regular Interest;

         (ii) from the portion of the Available Distribution Amount attributable
to principal collected or deemed collected on or with respect to the Kimball
Lane Loan or related REO Property, principal to the Kimball Lane Loan REMIC
Regular Interest, until the Certificate Balance thereof is reduced to zero;

         (iii) any remaining funds, to reimburse any Realized Losses previously
allocated to the Kimball Lane Loan REMIC Regular Interest, plus interest on such
Realized Losses previously allocated thereto, at the applicable Pass-Through
Rate; and

         (iv) thereafter, to the Class R-K Certificateholders with respect to
the Kimball Lane Loan REMIC Residual Interest at such time as the Certificate
Balance of the Kimball Lane Loan REMIC Regular Interest has been reduced to
zero, and Realized Losses previously allocated thereto have been reimbursed to
the Holder of the Kimball Lane Loan REMIC Regular Interest, any amounts
remaining.

     SECTION 6.3 REMIC I.

     (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC I Regular
Interests, for the following purposes and in the following order of priority:

         (i) from the portion of the Available Distribution Amount attributable
to interest collected or deemed collected on or with respect to each Majority
Mortgage Loan or related REO Property and the Kimball Lane Loan REMIC Regular
Interest, Distributable Certificate Interest to each Corresponding REMIC I
Regular Interest;

         (ii) from the portion of the Available Distribution Amount
attributable to principal collected or deemed collected on or with respect to
each Majority Mortgage Loan or related REO Property and the Kimball Lane Loan
REMIC Regular Interest, principal to the Corresponding REMIC I Regular Interest,
until the Certificate Balance thereof is reduced to zero;

         (iii) any remaining funds, to reimburse any Realized Losses previously
allocated to the REMIC I Regular Interests, plus interest on such Realized
Losses previously allocated thereto, at the applicable Pass-Through Rates; and

         (iv) thereafter, to the Class R-I Certificateholders (in respect of the
REMIC I Residual Interest) at such time as the Certificate Balance of all
Classes of REMIC I


                                      -143-

<PAGE>

Regular Interests have been reduced to zero, and Realized Losses previously
allocated thereto have been reimbursed to the Holders of the REMIC I Regular
Interests, any amounts remaining.

     SECTION 6.4 REMIC II.

     (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, for the following purposes and in the following order of priority:

         (i) an amount equal to Distributable Certificate Interest for the Class
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class X-1 Certificates and Class X-2 Certificates to REMIC II
Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest
A-1C, REMIC II Regular Interest A-1D, REMIC II Regular Interest A-2A, REMIC II
Regular Interest A-2B, REMIC II Regular Interest A-3A, REMIC II Regular Interest
A-3B, REMIC II Regular Interest A-3C, REMIC II Regular Interest A-4A, REMIC II
Regular Interest A-4B, REMIC II Regular Interest A-4C, REMIC II Regular Interest
B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II
Regular Interest C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest
C-3, REMIC II Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II
Regular Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest
F, REMIC II Regular Interest G, REMIC II Regular Interest H-1, REMIC II Regular
Interest H-2, REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II
Regular Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N and
REMIC II Regular Interest O, divided among such REMIC II Regular Interests in
proportion to (A) in the case of the REMIC II Regular Interest A-1A, REMIC II
Regular Interest A-1B, REMIC II Regular Interest A-1C, REMIC II Regular Interest
A-1D, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II
Regular Interest A-3A, REMIC II Regular Interest A-3B, REMIC II Regular Interest
A-3C, REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B and REMIC
II Regular Interest A-4C, the Accrued Certificate Interest for such Distribution
Date and (B) in the case of REMIC II Regular Interest B-1, REMIC II Regular
Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest C-1,
REMIC II Regular Interest C-2, REMIC II Regular Interest C-3, REMIC II Regular
Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest E-1,
REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC
II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L,
REMIC II Regular Interest M, REMIC II Regular Interest N and REMIC II Regular
Interest O, the product of (a) the Certificate Balance of such Interest and (b)
one-twelfth of the sum of the related Class X-1 Strip Rate and the related Class
X-2 Strip Rate (if any);

         (ii) to REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B,
REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D, REMIC II Regular
Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3A,
REMIC II Regular Interest A-3B, REMIC II Regular Interest A-3C, REMIC II Regular
Interest A-4A, REMIC II Regular Interest A-4B and REMIC II Regular Interest
A-4C, in reduction of the Certificate Balances thereof, in an amount up to the
Principal Distribution Amount for such Distribution Date: (A) first, to the
REMIC II Regular Interest A-1A until the Certificate Balance of REMIC II Regular
Interest A-1A is reduced to zero, and upon payment in full of the Certificate
Balance of the REMIC II Regular Interest A-1A, to the REMIC II Regular Interest
A-1B, the Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof


                                     -144-
<PAGE>

deemed to be distributed to the REMIC II Regular Interest A-1A), until the
Certificate Balance of the REMIC II Regular Interest A-1B has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest A-1B, to the REMIC II Regular Interest A-1C, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1A and A-1B), until
the Certificate Balance of the REMIC II Regular Interest A-1C has been reduced
to zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest A-1C, to the REMIC II Regular Interest A-1D, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B and A-1C),
until the Certificate Balance of the REMIC II Regular Interest A-1D has been
reduced to zero; (B) second, to the REMIC II Regular Interest A-2A, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B,
A-1C and A-1D), until the Certificate Balance of the REMIC II Regular Interest
A-2A has been reduced to zero, and upon payment in full of the Certificate
Balance of the REMIC II Regular Interest A-2A, to the REMIC II Regular Interest
A-2B, the Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular Interest
A-1A, A-1B, A-1C, A-1D and A-2A), until the Certificate Balance of the REMIC II
Regular Interest A-2B has been reduced to zero; (C) third, to the REMIC II
Regular Interest A-3A, the Principal Distribution Amount for such Distribution
Date (reduced by any portion thereof deemed to be distributed to the REMIC II
Regular Interest A-1A, A-1B, A-1C, A-1D, A-2A and A-2B), until the Certificate
Balance of the REMIC II Regular Interest A-3A has been reduced to zero, and upon
payment in full of the Certificate Balance of the REMIC II Regular Interest
A-3A, to the REMIC II Regular Interest A-3B, the Principal Distribution Amount
for such Distribution Date (reduced by any portion thereof deemed to be
distributed to the REMIC II Regular Interest A-1A, A-1B, A-1C, A-1D, A-2A, A-2B
and A-3A), until the Certificate Balance of the REMIC II Regular Interest A-3B
has been reduced to zero, and upon payment in full of the Certificate Balance of
the REMIC II Regular Interest A-3B, to the REMIC II Regular Interest A-3C, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B,
A-1C, A-1D, A-2A, A-2B, A-3A and A-3B), until the Certificate Balance of the
REMIC II Regular Interest A-3C has been reduced to zero; and (D) fourth, to the
REMIC II Regular Interest A-4A, the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof deemed to be distributed to
the REMIC II Regular Interest A-1A, A-1B, A-1C, A-1D, A-2A, A-2B, A-3A, A-3B and
A-3C), until the Certificate Balance of the REMIC II Regular Interest A-4A has
been reduced to zero, and upon payment in full of the Certificate Balance of the
REMIC II Regular Interest A-4A, to the REMIC II Regular Interest A-4B, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1A, A-1B,
A-1C, A-1D, A-2A, A-2B, A-3A, A-3B, A-3C and A-4A), until the Certificate
Balance of the REMIC II Regular Interest A-4B has been reduced to zero, and upon
payment in full of the Certificate Balance of the REMIC II Regular Interest
A-4B, to the REMIC II Regular Interest A-4C, the Principal Distribution Amount
for such Distribution Date (reduced by any portion thereof deemed to be
distributed to the REMIC II Regular Interest A-1A, A-1B, A-1C, A-1D, A-2A, A-2B,
A-3A, A-3B, A-3C, A-4A and A-4B), until the Certificate Balance of the REMIC II
Regular Interest A-4C has been reduced to zero;

         (iii) to REMIC II Regular Interest A-1A, REMIC II Regular Interest
A-1B, REMIC II Regular Interest A-1C, REMIC II Regular Interest A-1D, REMIC II
Regular

                                     -145-
<PAGE>

Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3A,
REMIC II Regular Interest A-3B, REMIC II Regular Interest A-3C, REMIC II Regular
Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular Interest A-4C,
REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular
Interest B-3, REMIC II Regular Interest C-1, REMIC II Regular Interest C-2,
REMIC II Regular Interest C-3, REMIC II Regular Interest D-1, REMIC II Regular
Interest D-2, REMIC II Regular Interest E-1, REMIC II Regular Interest E-2,
REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II Regular
Interest H-1, REMIC II Regular Interest H-2, REMIC Regular Interest J, REMIC II
Regular Interest K, REMIC II Regular Interest L, REMIC II Regular Interest M,
REMIC II Regular Interest N and REMIC II Regular Interest O, pro rata on the
basis of their respective entitlements to reimbursement described in this clause
(iii), to reimburse any Realized Losses previously allocated to REMIC II Regular
Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest A-1C,
REMIC II Regular Interest A-1D, REMIC II Regular Interest A-2A, REMIC II Regular
Interest A-2B, REMIC II Regular Interest A-3A, REMIC II Regular Interest A-3B,
REMIC II Regular Interest A-3C, REMIC II Regular Interest A-4A, REMIC II Regular
Interest A-4B, REMIC II Regular Interest A-4C, REMIC II Regular Interest B-1,
REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular
Interest C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest C-3,
REMIC II Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular
Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC
II Regular Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest
H-2, REMIC Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N and REMIC
II Regular Interest O, in the case of all such Interests other than the REMIC II
Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest
A-1C, REMIC II Regular Interest A-1D, REMIC II Regular Interest A-2A, REMIC II
Regular Interest A-2B, REMIC II Regular Interest A-3A, REMIC II Regular Interest
A-3B, REMIC II Regular Interest A-3C, REMIC II Regular Interest A-4A, REMIC II
Regular Interest A-4B and REMIC II Regular Interest A-4C, as a result of the
allocation of Realized Losses to the Class X Certificates and in the case of all
such Interests, inclusive of accrued and unpaid interest at the applicable
Pass-Through Rate on such Realized Losses;

         (iv) to the REMIC II Regular Interest B-1, REMIC II Regular Interest
B-2 and REMIC II Regular Interest B-3, the remainder of the Distributable
Certificate Interest for such Interest for such Distribution Date, divided among
such REMIC II Regular Interests in proportion to the Accrued Certificate
Interest for such Distribution Date, to the extent not distributed pursuant to
clause (i) above;

         (v) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest A-4C, to the REMIC II Regular Interest B-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest B-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest B-1, to the REMIC II Regular Interest B-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest B-2 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest B-2, to the REMIC II Regular Interest B-3, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to

                                     -146-
<PAGE>


the preceding provisions hereof), until the Certificate Balance of the REMIC II
Regular Interest B-3 has been reduced to zero;

         (vi) to the REMIC II Regular Interest B-1, REMIC II Regular Interest
B-2 and REMIC II Regular Interest B-3, to reimburse any unreimbursed Realized
Losses previously allocated thereto, plus accrued and unpaid interest at the
applicable Pass-Through Rate on such Realized Losses, pro rata on the basis of
their respective entitlements to reimbursement;

         (vii) to the REMIC II Regular Interest C-1, REMIC II Regular Interest
C-2 and REMIC II Regular Interest C-3, the remainder of the Distributable
Certificate Interest for such Interest for such Distribution Date, divided among
such REMIC II Regular Interests in proportion to the Accrued Certificate
Interest for such Distribution Date, to the extent not distributed pursuant to
clause (i) above;

         (viii) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest B-3, to the REMIC II Regular Interest C-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest C-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-1, to the REMIC II Regular Interest C-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest C-2 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-2, to the REMIC II Regular Interest C-3, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest C-3 has been reduced to
zero;

         (ix) to the REMIC II Regular Interest C-1, REMIC II Regular Interest
C-2 and REMIC II Regular Interest C-3, to reimburse any unreimbursed Realized
Losses previously allocated thereto, plus accrued and unpaid interest at the
applicable Pass-Through Rate on such Realized Losses, pro rata on the basis of
their respective entitlements to reimbursement;

         (x) to the REMIC II Regular Interest D-1 and REMIC II Regular Interest
D-2, the remainder of the Distributable Certificate Interest for such Interests
for such Distribution Date, divided among such REMIC II Regular Interests in
proportion to the Accrued Certificate Interest for such Distribution Date, to
the extent not distributed pursuant to clause (i) above;

         (xi) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest C-3, to the REMIC II Regular Interest D-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest D-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest D-1, to the REMIC II Regular Interest D-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to

                                     -147-

<PAGE>

the preceding provisions hereof), until the Certificate Balance of the REMIC II
Regular Interest D-2 has been reduced to zero;

         (xii) to the REMIC II Regular Interest D-1 and REMIC II Regular
Interest D-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

         (xiii) to the REMIC II Regular Interest E-1 and REMIC II Regular
Interest E-2, the remainder of the Distributable Certificate Interest for such
Interests for such Distribution Date, divided among such REMIC II Regular
Interests in proportion to the Accrued Certificate Interest for such
Distribution Date, to the extent not distributed pursuant to clause (i) above;

         (xiv) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest D-2, to the REMIC II Regular Interest E-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest E-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest E-1, to the REMIC II Regular Interest E-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest E-2 has been reduced to
zero;

         (xv) to the REMIC II Regular Interest E-1 and REMIC II Regular Interest
E-2, to reimburse any unreimbursed Realized Losses previously allocated thereto,
plus accrued and unpaid interest at the applicable Pass-Through Rate on such
Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

         (xvi) to the REMIC II Regular Interest F, the remainder of the
Distributable Certificate Interest for such Interests for such Distribution
Date, to the extent not distributed pursuant to clause (i) above;

         (xvii) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest E-2, to the REMIC II Regular Interest F, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest F has been reduced to zero;

         (xviii) to the REMIC II Regular Interest F, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;


         (xix) to the REMIC II Regular Interest G, the remainder of the
Distributable Certificate Interest for such Interests for such Distribution
Date, to the extent not distributed pursuant to clause (i) above;

         (xx) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest F, to the REMIC II Regular Interest G, the Principal
Distribution Amount for

                                     -148-
<PAGE>

such Distribution Date (reduced by any portion thereof deemed to be distributed
pursuant to the preceding provisions hereof), until the Certificate Balance of
the REMIC II Regular Interest G has been reduced to zero;

         (xxi) to the REMIC II Regular Interest G, to reimburse any unreimbursed
Realized Losses previously allocated thereto, plus accrued and unpaid interest
at the applicable Pass-Through Rate on such Realized Losses;

         (xxii) to the REMIC II Regular Interest H-1 and REMIC II Regular
Interest H-2, the remainder of the Distributable Certificate Interest for such
Interests for such Distribution Date, divided among such REMIC II Regular
Interests in proportion to the Accrued Certificate Interest for such
Distribution Date, to the extent not distributed pursuant to clause (i) above;

         (xxiii) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest G, to the REMIC II Regular Interest H-1, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest H-1 has been reduced to
zero, and upon payment in full of the Certificate Balance of the REMIC II
Regular Interest H-1, to the REMIC II Regular Interest H-2, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest H-2 has been reduced to
zero;

         (xxiv) to the REMIC II Regular Interest H-1 and REMIC II Regular
Interest H-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

         (xxv) to the REMIC II Regular Interest J, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

         (xxvi) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest H-2, to the REMIC II Regular Interest J, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest J has been reduced to zero;

         (xxvii) to the REMIC II Regular Interest J, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

         (xxviii) to the REMIC II Regular Interest K, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date,
to the extent not distributed pursuant to clause (i) above;


         (xxix) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest J, to the REMIC II Regular Interest K, the Principal
Distribution Amount for

                                     -149-
<PAGE>

such Distribution Date (reduced by any portion thereof deemed to be distributed
pursuant to the preceding provisions hereof), until the Certificate Balance of
the REMIC II Regular Interest K has been reduced to zero;

         (xxx) to the REMIC II Regular Interest K, to reimburse any unreimbursed
Realized Losses previously allocated thereto, plus accrued and unpaid interest
at the applicable Pass-Through Rate on such Realized Losses;

         (xxxi) to the REMIC II Regular Interest L, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

         (xxxii) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest K, to the REMIC II Regular Interest L, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest L has been reduced to zero;

         (xxxiii) to the REMIC II Regular Interest L, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

         (xxxiv) to the REMIC II Regular Interest M, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

         (xxxv) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest L, to the REMIC II Regular Interest M, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest M has been reduced to zero;

         (xxxvi) to the REMIC II Regular Interest M, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

         (xxxvii) to the REMIC II Regular Interest N, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

         (xxxviii) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest M, to the REMIC II Regular Interest N, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest N has been reduced to zero;

         (xxxix) to the REMIC II Regular Interest N, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;


                                     -150-
<PAGE>

         (xl) to the REMIC II Regular Interest O, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

         (xli) upon payment in full of the Certificate Balance of the REMIC II
Regular Interest N, to the REMIC II Regular Interest O, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest O has been reduced to zero;

         (xlii) to the REMIC II Regular Interest O, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

         (xliii) thereafter, to the Class R-II Certificateholders at such time
as the Certificate Balances of all Classes of REMIC II Regular Interests have
been reduced to zero, and Realized Losses previously allocated thereto have been
reimbursed to the Holders of the REMIC II Regular Interests, any amounts
remaining.

     SECTION 6.5 REMIC III.

     (a) On each Distribution Date, the Paying Agent shall withdraw from the
Distribution Account an amount equal to the Available Distribution Amount and
shall distribute such amount (other than the amount attributable to any Excess
Interest, which shall be distributed in accordance with Section 6.5(c)) and
Excess Liquidation Proceeds in the following amounts and order of priority:


         (i) to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1
Certificates and Class X-2 Certificates, Distributable Certificate Interest for
such Distribution Date, pro rata in proportion to the Distributable Certificate
Interest payable to each such Class;

         (ii) to the Holders of the Class A-1, Class A-2, Class A-3 and Class
A-4 Certificates, in reduction of the Certificate Balances thereof, in an amount
up to the Principal Distribution Amount for such Distribution Date: first, to
the Holders of the Class A-1 Certificates, the Principal Distribution Amount for
such Distribution Date until the Certificate Balance thereof is reduced to zero;
second, upon payment in full of the aggregate Certificate Balance of the Class
A-1 Certificates, to the holders of the Class A-2 Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder) until the aggregate Certificate Balance of the
Class A-2 Certificates has been reduced to zero; third, upon payment in full of
the aggregate Certificate Balance of the Class A-2 Certificates, to the holders
of the Class A-3 Certificates, the Principal Distribution Amount for such
Distribution Date (reduced by any prior distributions thereof hereunder) until
the aggregate Certificate Balance of the Class A-3 Certificates has been reduced
to zero and fourth, upon payment in full of the aggregate Certificate Balance of
the Class A-3 Certificates, to the holders of the Class A-4 Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder) until the aggregate Certificate Balance of the
Class A-4 Certificates has been reduced to zero;

                                     -151-
<PAGE>

         (iii) to the Holders of the Class A Certificates, Class X-1
Certificates and Class X-2 Certificates, pro rata (treating principal and
interest losses separately), to reimburse any Realized Losses previously
allocated thereto and not previously fully reimbursed, plus one month's interest
at the applicable Pass-Through Rate on such Realized Losses;

         (iv) to the Holders of the Class B Certificates, Distributable
Certificate Interest for such Distribution Date;

         (v) upon payment in full of the Certificate Balance of the Class A-4
Certificates, to the Holders of the Class B Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class B
Certificates has been reduced to zero;

         (vi) to the Holders of the Class B Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (vii) to the Holders of the Class C Certificates, Distributable
Certificate Interest for such Distribution Date;

         (viii) upon payment in full of the Certificate Balance of the Class B
Certificates, to the Holders of the Class C Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class C
Certificates has been reduced to zero;

         (ix) to the Holders of the Class C Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (x) to the Holders of the Class D Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xi) upon payment in full of the Certificate Balance of the Class C
Certificates, to the Holders of the Class D Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class D
Certificates has been reduced to zero;

         (xii) to the Holders of the Class D Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xiii) to the Holders of the Class E Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xiv) upon payment in full of the Certificate Balance of the Class D
Certificates, to the Holders of the Class E Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class E
Certificates has been reduced to zero;


                                     -152-

<PAGE>

         (xv) to the Holders of the Class E Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xvi) to the Holders of the Class F Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xvii) upon payment in full of the Certificate Balance of the Class E
Certificates, to the Holders of the Class F Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class F
Certificates has been reduced to zero;

         (xviii) to the Holders of the Class F Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xix) to the Holders of the Class G Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xx) upon payment in full of the Certificate Balance of the Class F
Certificates, to the Holders of the Class G Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class G
Certificates has been reduced to zero;

         (xxi) to the Holders of the Class G Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xxii) to the Holders of the Class H Certificates, Distributable
Certificate Interest for such Distribution Date;


         (xxiii) upon payment in full of the Certificate Balance of the Class G
Certificates, to the Holders of the Class H Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class H
Certificates has been reduced to zero;

         (xxiv) to the Holders of the Class H Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

(xxv) to the Holders of the Class J
Certificates, Distributable Certificate Interest for such Distribution Date;


         (xxvi) upon payment in full of the Certificate Balance of the Class H
Certificates, to the Holders of the Class J Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class J
Certificates has been reduced to zero;

                                     -153-
<PAGE>

         (xxvii) to the Holders of the Class J Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xxviii) to the Holders of the Class K Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xxix) upon payment in full of the Certificate Balance of the Class J
Certificates, to the Holders of the Class K Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class K
Certificates has been reduced to zero;

         (xxx) to the Holders of the Class K Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xxxi) to the Holders of the Class L Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xxxii) upon payment in full of the Certificate Balance of the Class K
Certificates, to the Holders of the Class L Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class L
Certificates has been reduced to zero;

         (xxxiii) to the Holders of the Class L Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xxxiv) to the Holders of the Class M Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xxxv) upon payment in full of the Certificate Balance of the Class L
Certificates, to the Holders of the Class M Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class M
Certificates has been reduced to zero;

         (xxxvi) to the Holders of the Class M Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xxxvii) to the Holders of the Class N Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xxxviii) upon payment in full of the Certificate Balance of the Class
M Certificates, to the Holders of the Class N Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class N
Certificates has been reduced to zero;

                                     -154-
<PAGE>

         (xxxix) to the Holders of the Class N Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses;

         (xl) to the Holders of the Class O Certificates, Distributable
Certificate Interest for such Distribution Date;

         (xli) upon payment in full of the Certificate Balance of the Class N
Certificates, to the Holders of the Class O Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class O
Certificates has been reduced to zero;

         (xlii) to the Holders of the Class O Certificates, to reimburse any
Realized Losses previously allocated thereto and not previously fully
reimbursed, plus one month's interest at the applicable Pass-Through Rate on
such Realized Losses; and

         (xliii) to the Holders of the Class R-III Certificates at such time as
the Certificate Balances of all Classes of REMIC Regular Certificates have been
reduced to zero, and Realized Losses previously allocated to each Holder have
been reimbursed to the Holders of the REMIC Regular Certificates, any amounts
remaining on deposit in the Distribution Account.

     Notwithstanding the foregoing, on each Distribution Date occurring on or
after the earliest date, if any, upon which the Certificate Balances of all the
Classes of Subordinate Certificates have been reduced to zero or the aggregate
Appraisal Reduction in effect is greater than or equal to the Certificate
Balances of all the Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed, first, to the Holders of the Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their
respective Certificate Balances, in reduction of their respective Certificate
Balances, until the Certificate Balance of each such Class is reduced to zero;
and, second, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, pro rata, based on the respective amounts of unreimbursed Realized
Losses previously allocated to each such Class, plus one month's interest on
such Realized Losses at the applicable Pass-Through Rate. A similar rule shall
apply to the distribution of the Principal Distribution Amount to REMIC II
Regular Interests A-1A, A-1B, A-1C, A-1D, A-2A, A-2B, A-3A, A-3B, A-3C, A-4A,
A-4B and A-4C, in lieu of the distributions described in Section 6.3(a)(ii).

     (b) On each Distribution Date, the Paying Agent shall withdraw amounts in
the Reserve Account and shall pay the Certificateholders on such Distribution
Date such amounts in the following priority:

         (i) first, to reimburse the Holders of the Principal Balance
Certificates (in order of alphabetical Class designation) for any, and to the
extent of, Realized Losses previously allocated to them; and

         (ii) second, upon the reduction of the Aggregate Certificate Balance of
the Principal Balance Certificates to zero, to pay any amounts remaining on
deposit in such account to the Special Servicer as additional Special Servicer
Compensation.



                                     -155-

<PAGE>

     This Section 6.5(b) shall apply mutatis mutandis to reimbursement of
Realized Losses previously allocated to the REMIC II Regular Interests.

     SECTION 6.5A GRANTOR TRUST.

     (a) On each Distribution Date, the Paying Agent shall withdraw from the
Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall pay such Excess Interest on such Distribution Date to the
Class O Certificates (even if the Certificate Balance of the Class O
Certificates has been reduced to zero for any reason).

     (b) On each Distribution Date, the Paying Agent shall withdraw from the
Kimball Lane Sub-account any Kimball Lane Yield Maintenance Amounts on deposit
therein, and the Paying Agent shall pay such Kimball Lane Yield Maintenance
Amounts on such Distribution Date to the Class A-1, Class X-1 and Class X-2
Certificates as provided in Section 6.11.

     SECTION 6.6 ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND SHORTFALLS
DUE TO NONRECOVERABILITY.


     (a) REMIC I. On each Distribution Date, except as provided in subsection
(b) below,

         (i) Realized Principal Losses on each Mortgage Loan realized during the
related Collection Period shall reduce the Certificate Balance of the
Corresponding REMIC I Regular Interest;

         (ii) Realized Interest Losses on each Mortgage Loan shall be allocated
to reduce first, Distributable Certificate Interest for such Distribution Date,
and then Unpaid Interest in each case owing on the Corresponding REMIC I Regular
Interest; and to the extent that such Realized Interest Loss exceeds such
amount, shall be treated as an Expense Loss; and

         (iii) Expense Losses (not otherwise applied above) realized during the
related Collection Period shall be allocated among the REMIC I Regular Interests
in proportion to their Certificate Balances and treated as Realized Principal
Losses to the extent so allocated (and shall proportionately reduce the
Certificate Balance of each REMIC I Regular Interest) after making all other
allocations for such Distribution Date.

     (b) If the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, determines that an Advance previously made by it (whether such Advance
(together with Advance Interest thereon) was in respect of principal or interest
on the related Mortgage Loan or a Servicing Advance) is a Nonrecoverable Advance
and the Master Servicer withdraws the amount of such Advance from the
Certificate Account pursuant to Section 5.2(a) hereof (which amount shall be
treated as an Available Advance Reimbursement Amount pursuant to Section 4.6),
the Master Servicer (after consultation with the Special Servicer) shall compute
the Realized Loss with respect to such Mortgage Loan (and the Paying Agent shall
allocate the Realized Loss) as follows:


                                     -156-

<PAGE>

          (i) the amount withdrawn from the Certificate Account shall be treated
as Realized Principal Losses up to the amount of the aggregate principal
collections and recoveries on the Mortgage Loans for such Collection Period
contemplated by clause (I)(A) of the definition of Principal Distribution
Amount, and shall be allocated to the Corresponding REMIC I Regular Interest in
accordance with Section 6.6(a)(i) (and to the extent that any Realized Principal
Loss exceeds the Certificate Balance of the Corresponding REMIC I Regular
Interest, such Realized Principal Loss shall be allocated to the other
Corresponding REMIC I Regular Interests in accordance with Section 6.6(a)(iii)),
and such withdrawal shall reduce the principal paid on each such REMIC I Regular
Interest on which principal would otherwise be paid on such Distribution Date,
in proportion to such principal payments; and

         (ii) if the amount that the Master Servicer withdraws from the
Certificate Account as referenced in clause (b)(i) above exceeds such principal
collections and recoveries on the Mortgage Loans for such Collection Period,
then such additional amounts shall constitute Unpaid Interest, and shall be
allocated to the REMIC I Regular Interests on a pro rata basis based upon the
amount of accrued and unpaid interest thereon.

     (c) At such time as a Final Recovery Determination is made with respect to
any Mortgage Loan with respect to which the Master Servicer previously had
withdrawn amounts from the Certificate Account following a determination that
Advances previously made were Nonrecoverable Advances and Realized Losses were
computed and allocated pursuant to clauses (a) and (b) above, and amounts are
recovered:

         (i) the portion of the amount of collections recovered on the Mortgage
Loan that is identified and applied by the Master Servicer as recoveries of
principal shall be applied first, to make payments of principal on the
Corresponding REMIC I Regular Interest up to an amount equal to the Realized
Principal Losses previously allocated thereto as a result of the reimbursement
of Nonrecoverable Advances or Advance Interest (and the Principal Balance of the
Mortgage Loan and the related Certificate Balance of the Corresponding REMIC I
Regular Interest shall be correspondingly increased), and thereafter to make
payments of principal to the Corresponding REMIC I Regular Interests with
respect to which principal distributions were reduced pursuant to Section
6.6(b)(i) above, in proportion to the amount of such reductions; and

         (ii) the portion of the amount recovered on the Mortgage Loan that is
identified and applied by the Master Servicer as recoveries of interest shall be
applied to make payments of Unpaid Interest on the REMIC I Regular Interests
with respect to which Unpaid Interest was allocated pursuant to Section
6.6(b)(ii).

     (d) REMIC II. On each Distribution Date, all Realized Losses on the REMIC I
Interests for such Distribution Date (or for prior Distribution Dates, to the
extent not previously allocated) shall be allocated to the Corresponding REMIC
II Regular Interests in the amounts and in the manner as will be allocated to
the REMIC Regular Certificates relating thereto pursuant to Section 6.6(f);
provided, however, that Realized Losses allocated to REMIC II Regular Interests
that have Components shall be allocated among the Components of such REMIC II
Regular Interests sequentially in alphabetical and numerical order. Realized
Losses allocated to the Class X Certificates shall reduce the amount of interest
payable on the REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B,
REMIC II Regular Interest A-1C,


                                     -157-
<PAGE>

REMIC II Regular Interest A-1D, REMIC II Regular Interest A-2A, REMIC II Regular
Interest A-2B, REMIC II Regular Interest A-3A, REMIC II Regular Interest A-3B,
REMIC II Regular Interest A-3C, REMIC II Regular Interest A-4A, REMIC II Regular
Interest A-4B, REMIC II Regular Interest A-4C, REMIC II Regular Interest B-1,
REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular
Interest C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest C-3,
REMIC II Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular
Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest F, REMIC
II Regular Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest
H-2, REMIC Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N and REMIC
II Regular Interest O, which reduction shall be allocated pro rata based on the
product of the Certificate Balance of such REMIC II Regular Interest and the sum
of the Class X-1 Strip Rate and the Class X-2 Strip Rate (if any) applicable to
the Class of Certificates relating to such REMIC II Regular Interest.

     (e) Reserved

     (f) REMIC III. On each Distribution Date, all Realized Losses on the REMIC
II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
Regular Certificates in Reverse Sequential Order, in each case reducing (A)
first, the Certificate Balance of such Class until such Certificate Balance is
reduced to zero (in the case of the Principal Balance Certificates); (B) second,
Unpaid Interest owing to such Class to the extent thereof and (C) third,
Distributable Certificate Interest owing to such Class, provided, that such
reductions shall be allocated among the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1
Certificates and Class X-2 Certificates, pro rata, based upon their outstanding
Certificate Balances or accrued interest, as the case may be, and provided
further, that Realized Losses shall not reduce the Aggregate Certificate Balance
of the REMIC III Certificates below the sum of the Aggregate Certificate
Balances of the REMIC II Regular Interests.

     SECTION 6.7 NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS. On each
Distribution Date, Net Aggregate Prepayment Interest Shortfalls attributable to
the Kimball Lane Loan, shall be allocated to the Kimball Lane Loan REMIC Regular
Interest for such Distribution Date and shall reduce Distributable Certificate
Interest for such Interest. On each Distribution Date, any Net Aggregate
Prepayment Interest Shortfalls in REMIC I shall be allocated among the REMIC I
Regular Interests, pro rata in proportion to the Accrued Certificate Interest
for each such REMIC I Regular Interest for such Distribution Date and shall
reduce Distributable Certificate Interest for each such Interest. On each
Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in REMIC II
shall be allocated among the REMIC II Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC II Regular Interest for
such Distribution Date and shall reduce Distributable Certificate Interest for
each such Interest. On each Distribution Date, the amount of any Net Aggregate
Prepayment Interest Shortfalls on the REMIC III Regular Interests shall be
allocated to each Class of Certificates, pro rata, in proportion to the amount
of Accrued Certificate Interest payable to such Class of Certificates on such
Distribution Date, in each case reducing interest otherwise payable thereon. The
amount of Net Aggregate Prepayment Interest Shortfalls allocated to a Class of
Certificates pursuant to the preceding sentence shall reduce the Distributable
Certificate Interest for such Class for such Distribution Date. No Prepayment
Interest Shortfall with respect to the WestShore Plaza Companion Loan or a B
Note shall be allocated to any Class of Certificates.


                                     -158-

<PAGE>

     SECTION 6.8 ADJUSTMENT OF SERVICING FEES. The Master Servicing Fee payable
to the Master Servicer shall be adjusted as provided in Section 8.10(c) herein.
Any amount retained by REMIC I as a result of a reduction of the Master
Servicing Fee shall be treated as interest collected with respect to the prepaid
Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.

     SECTION 6.9 APPRAISAL REDUCTIONS. Not later than the date on which an
Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing the related Mortgage Loan or Loan
Pair, if the Principal Balance of such Mortgage Loan or Loan Pair exceeds
$2,000,000 or (B) at the option of the Special Servicer, if such Principal
Balance is less than or equal to $2,000,000, either an internal valuation
prepared by the Special Servicer in accordance with MAI standards or an
Appraisal which in all cases shall be completed as of the date that such
Mortgage Loan or Loan Pair becomes a Required Appraisal Loan; provided that if
the Special Servicer had completed or obtained an Appraisal or internal
valuation within the immediately prior 12 months, the Special Servicer may rely
on such Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the Special Servicer is
required to obtain an Appraisal of a Mortgaged Property after receipt of the
notice described in clause (ii) of the definition of Appraisal Event, such
Appraisal will be obtained no later than 60 days after receipt of such notice
and an internal valuation will be obtained no later than 60 days after receipt
of such notice. Notwithstanding the foregoing, an Appraisal shall not be
required so long as a guaranty or surety bond that is rated at least "BBB-" (or
its equivalent) by a nationally recognized statistical rating organization, or
debt service reserve or a letter of credit is available and has the ability to
pay off the then outstanding Principal Balance of the Mortgage Loan in full,
except to the extent that the Special Servicer, in accordance with the Servicing
Standard, determines that obtaining an Appraisal is in the best interests of the
Certificateholders. Such Appraisal or valuation shall be conducted in accordance
with the definition of "market value" as set forth in 12 C.F.R. (Section) 225.62
and shall be updated at least annually to the extent such Mortgage Loan remains
a Required Appraisal Loan. The cost of any such Appraisal or valuation, if not
performed by the Special Servicer, shall be an expense of the Trust (and any
related B Note) and may be paid from REO Income or, to the extent collections
from such related Mortgage Loan, B Note, Loan Pair or Mortgaged Property does
not cover the expense, such unpaid expense shall be, subject to Section 4.4
hereof, advanced by the Master Servicer at the request of the Special Servicer
or by the Special Servicer pursuant to Section 4.6 in which event it shall be
treated as a Servicing Advance. The Master Servicer, based on the Appraisal or
internal valuation provided to it by the Special Servicer, shall calculate any
Appraisal Reduction. The Master Servicer shall calculate or recalculate the
Appraisal Reduction for any Mortgage Loan, the B Note and the Loan Pair based on
updated Appraisals or internal valuations provided from time to time to it by
the Special Servicer and report such amount to the Trustee. Notwithstanding the
foregoing, the terms of this Section 6.9 shall not be applicable to any
Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special
Servicer shall have performed such obligations with respect to such Mortgage
Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.


     SECTION 6.10 COMPLIANCE WITH WITHHOLDING REQUIREMENTS. Notwithstanding any
other provision of this Agreement to the contrary, the Paying Agent on behalf of
the Trustee shall comply with all federal withholding requirements with respect
to payments to


                                     -159-

<PAGE>

Certificateholders of interest, original issue discount, or other
amounts that the Paying Agent reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for any such withholding
and any amount so withheld shall be regarded as distributed to the related
Certificateholders for purposes of this Agreement. In the event the Paying Agent
withholds any amount from payments made to any Certificateholder pursuant to
federal withholding requirements, the Paying Agent shall indicate to such
Certificateholder the amount withheld.

     SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium collected with
respect to a Mortgage Loan (but not a B Note or the WestShore Plaza Companion
Loan, which Prepayment Premium is payable to the holder of the related B Note or
the holder of the WestShore Plaza Companion Loan, as applicable) during any
particular Collection Period will be deemed distributed to the Trustee by the
Paying Agent on the following Distribution Date as follows: (i) first, the
Paying Agent shall be deemed to distribute to the Trustee, as holder of the
Kimball Lane Loan REMIC Regular Interest any Prepayment Premiums collected on or
with respect to the Kimball Lane Loan; (ii) second, the Paying Agent shall be
deemed to distribute to the Trustee, as holder of the REMIC I Regular Interest
to which such Majority Mortgage Loan or Kimball Lane Loan REMIC Regular Interest
relates, any Prepayment Premiums collected on or with respect to such Majority
Mortgage Loan or Kimball Lane Loan REMIC Regular Interest; and (iii) third, the
Paying Agent shall be deemed to distribute to the Trustee, as holder of the
REMIC II Regular Interests, any Prepayment Premiums deemed distributed to the
REMIC I Regular Interests, and shall be deemed to distribute such Prepayment
Premiums to the REMIC II Regular Interest then entitled to distributions of
principal from the Principal Distribution Amount (or, if more than one Class of
REMIC II Regular Interests is then entitled to distributions of principal from
the Principal Distribution Amount, such Prepayment Premiums shall be deemed
distributed among such Classes pro rata in accordance with the relevant amounts
of entitlements to distributions of principal). Following such deemed
distributions or the deposit of Kimball Lane Yield Maintenance Amounts into the
Kimball Lane Sub-account pursuant to Section 5.2(a)(I)(xi), the Holders of the
respective Classes of Principal Balance Certificates, other than the Class H,
Class J, Class K, Class L, Class M, Class N and Class O Certificates, then
entitled to distributions of principal from the Principal Distribution Amount
for such Distribution Date, will be entitled to, and the Paying Agent on behalf
of the Trustee will pay to such Holder(s), an amount equal to, in the case of
each such Class (or in the case of any Kimball Lane Yield Maintenance Amounts,
only to the Holders of the Class A-1 Certificates), the product of (a) a
fraction, the numerator of which is the amount distributed as principal to the
holders of that Class on that Distribution Date, and the denominator of which is
the total amount distributed as principal to the holders of all Classes of
Certificates on that Distribution Date, (b) the Base Interest Fraction for the
related Principal Prepayment and that Class of Certificates and (c) the
aggregate amount of Prepayment Premiums (or Kimball Lane Yield Maintenance
Amounts, if applicable) collected during the related Collection Period. Any
portion of such Prepayment Premium (or Kimball Lane Yield Maintenance Amounts,
if applicable) that is not so distributed to the Holders of such Principal
Balance Certificates will be distributed to the Holders of the Class X
Certificates. On any Distribution Date on or before the Distribution Date in
October 2007, 70% of the Prepayment Premium (or Kimball Lane Yield Maintenance
Amounts, if applicable) that is not so distributed to the Holders of such
Principal Balance Certificates will be distributed to the Holders of the Class
X-1 Certificates and 30% of the Prepayment Premium (or Kimball Lane Yield
Maintenance Amounts, if applicable) that is not so distributed to the Holders of
such Principal Balance Certificates will be distributed to the Holders of the
Class X-2

                                     -150-

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Certificates. After the Distribution Date in October 2007, any portion
of such Prepayment Premium that is not so distributed to the Holders of such
Principal Balance Certificates will be distributed to the Holders of the Class
X-1 Certificates. The Trustee shall not be responsible for the Paying Agent's
failure to comply with any withholding requirements.

                                  ARTICLE VII

       CONCERNING THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT AND THE
                            LUXEMBOURG PAYING AGENT

     SECTION 7.1 DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.

     (a) The Trustee, the Fiscal Agent and the Paying Agent each shall undertake
to perform only those duties as are specifically set forth in this Agreement and
no implied covenants or obligations shall be read into this Agreement against
the Trustee, the Fiscal Agent or the Paying Agent. Any permissive right of the
Trustee, the Fiscal Agent or the Paying Agent provided for in this Agreement
shall not be construed as a duty of the Trustee, the Fiscal Agent or the Paying
Agent. The Trustee, the Fiscal Agent and the Paying Agent each shall exercise
such of the rights and powers vested in it by this Agreement and following the
occurrence and during the continuation of any Event of Default hereunder, the
Trustee and Fiscal Agent and the Paying Agent each shall use the same degree of
care and skill in its exercise as a prudent Person would exercise or use under
the circumstances in the conduct of such Person's own affairs.

     (b) The Trustee, the Fiscal Agent or the Paying Agent, as applicable, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee, the Fiscal
Agent or the Paying Agent , as the case may be, which are specifically required
to be furnished pursuant to any provision of this Agreement, shall examine them
to determine whether they on their face conform to the requirements of this
Agreement; provided that the Trustee, the Fiscal Agent or the Paying Agent, as
the case may be, shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Master Servicer or any other Person to it
pursuant to this Agreement. If any such instrument is found on its face not to
conform to the requirements of this Agreement, the Trustee or the Paying Agent
shall request the providing party to correct the instrument and if not so
corrected, the Trustee shall inform the Certificateholders.

     (c) Neither the Trustee, the Fiscal Agent nor the Paying Agent nor any of
their respective directors, officers, employees, agents or Controlling Persons
shall have any liability to the Trust or the Certificateholders arising out of
or in connection with this Agreement, except for their respective negligence or
willful misconduct. No provision of this Agreement shall be construed to relieve
the Trustee, the Fiscal Agent, the Paying Agent or any of their respective
directors, officers, employees, agents or Controlling Persons from liability for
their own negligent action, their own negligent failure to act or their own
willful misconduct or bad faith; provided that:


         (i) neither the Trustee, the Fiscal Agent nor the Paying Agent nor any
of their respective directors, officers, employees, agents or Controlling
Persons shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in its


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<PAGE>

reasonable business judgment in accordance with this Agreement or at the
direction of Holders of Certificates evidencing not less than a majority of the
outstanding Certificate Balance of the Certificates;

         (ii) no provision of this Agreement shall require either the Trustee,
the Fiscal Agent or the Paying Agent 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;

         (iii) neither the Trustee, the Fiscal Agent nor the Paying Agent nor
any of their respective directors, officers, employees, agents or Controlling
Persons shall be responsible for any act or omission of the Master Servicer, the
Special Servicer, the Depositor or either Seller, or for the acts or omissions
of each other, including, without limitation, in connection with actions taken
pursuant to this Agreement;

         (iv) the execution by the Trustee or the Paying Agent of any forms or
plans of liquidation in connection with any REMIC Pool shall not constitute a
representation by the Trustee or the Paying Agent as to the adequacy of such
form or plan of liquidation;

         (v) none of the Trustee, the Fiscal Agent nor the Paying Agent shall be
under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties as Trustee, the Fiscal Agent or the Paying Agent,
as applicable in accordance with this Agreement. In such event, all legal
expense and costs of such action shall be expenses and costs of the Trust, and
the Trustee, the Paying Agent and the Fiscal Agent shall be entitled to be
reimbursed therefor from the Certificate Account pursuant to Section 5.2(a)(vi);
and

         (vi) neither the Trustee, the Fiscal Agent nor the Paying Agent shall
be charged with knowledge of any failure by the Master Servicer or the Special
Servicer or by each other to comply with its obligations under this Agreement or
any act, failure, or breach of any Person upon the occurrence of which the
Trustee, the Fiscal Agent or the Paying Agent may be required to act, unless a
Responsible Officer of the Trustee, the Fiscal Agent or the Paying Agent, as the
case may be, obtains actual knowledge of such failure.

     (d) For so long as the Certificates are listed on the Luxembourg Stock
Exchange, the Depositor shall cause the continuing obligations under the listing
rules for the Luxembourg Stock Exchange to be complied with in respect of the
Certificates. The Trustee, the Fiscal Agent and the Paying Agent shall not be
liable for a failure in compliance with such continuing obligations under the
listing rules of the Luxembourg Stock Exchange if such failure is caused by the
negligence or willful misconduct of the Luxembourg Paying Agent.

     SECTION 7.2 CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND THE
PAYING AGENT.

     (a) Except as otherwise provided in Section 7.1:

         (i) the Trustee, the Fiscal Agent and the Paying Agent each may
request, and may rely and shall be protected in acting or refraining from acting
upon any


                                     -162-
<PAGE>

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 believed by it to be genuine
and to have been signed or presented by the proper party or parties;

         (ii) the Trustee, the Fiscal Agent and the Paying Agent each may
consult with counsel and the advice of such counsel and 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
with such advice or Opinion of Counsel;

         (iii) neither the Trustee nor the Fiscal Agent nor the Paying Agent nor
any of their respective directors, officers, employees, agents or Controlling
Persons shall be personally liable for any action taken, suffered or omitted by
such Person in its reasonable business judgment and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

         (iv) the Trustee and the Paying Agent shall not be under any obligation
to exercise any remedies after default as specified in this Agreement or to
institute, conduct or defend any litigation hereunder or relating hereto or make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by Holders of at
least 25% of the Aggregate Certificate Balance of the Certificates then
outstanding provided that, if the payment within a reasonable time to the
Trustee or the Paying Agent, as applicable, of the costs, expenses or
liabilities likely to be incurred by it in connection with the foregoing is, in
the opinion of such Person not reasonably assured to such Person by the security
afforded to it by the terms of this Agreement, such Person may require
reasonable indemnity against such expense or liability or payment of such
estimated expenses as a condition to proceeding. The reasonable expenses of the
Trustee or the Paying Agent, as applicable, shall be paid by the
Certificateholders requesting such examination;

         (v) the Trustee, the Fiscal Agent and the Paying Agent each may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys, which agents or attorneys shall
have any or all of the rights, powers, duties and obligations of the Trustee,
the Fiscal Agent and the Paying Agent conferred on them by such appointment;
provided that each of the Trustee, the Fiscal Agent and the Paying Agent, as the
case may be, shall continue to be responsible for its duties and obligations
hereunder and shall not be liable for the actions or omissions of the Master
Servicer, the Special Servicer, the Depositor or the actions or omissions of
each other;

         (vi) neither the Trustee nor the Fiscal Agent nor the Paying Agent
shall be required to obtain a deficiency judgment against a Mortgagor;

         (vii) neither the Trustee nor the Fiscal Agent nor the Paying Agent
shall be required to expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such liability is not assured to it;

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<PAGE>

         (viii) neither the Trustee nor the Fiscal Agent nor the Paying Agent
shall be liable for any loss on any investment of funds pursuant to this
Agreement;

         (ix) unless otherwise specifically required by law, neither the Trustee
nor the Fiscal Agent nor the Paying Agent shall be required to post any surety
or bond of any kind in connection with the execution or performance of its
duties hereunder; and

         (x) except as specifically provided hereunder in connection with the
performance of its specific duties, neither the Trustee nor the Fiscal Agent nor
the Paying Agent shall be responsible for any act or omission of the Master
Servicer, the Special Servicer, the Depositor or of each other.

     (b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.

     (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

     (d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

     (e) The Paying Agent shall timely pay, from its own funds, the amount of
any and all federal, state and local taxes imposed on the Trust or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Paying Agent of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Paying Agent.

     SECTION 7.3 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT LIABLE
FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS. The Trustee, the Fiscal Agent
and the Paying Agent each makes no representations as to the validity or
sufficiency of this Agreement, the information contained in the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC III Certificates or Residual
Certificates (other than the Certificate of Authentication on the Certificates
if the Paying Agent is the Authenticating Agent) or of any Mortgage Loan,
Assignment of Mortgage or


                                     -164-

<PAGE>

related document save that (i) each of the Trustee, the Fiscal Agent and the
Paying Agent represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it
in accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles
of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law and (ii) the Trustee represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. None of the
Trustee, the Fiscal Agent or the Paying Agent shall be accountable for the use
or application by the Depositor or the Master Servicer or the Special Servicer
or by each other of any of the Certificates or any of the proceeds of such
Certificates, or for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of funds paid in consideration
of the assignment of the Mortgage Loans to the Trust or deposited into the
Distribution Account or any other fund or account maintained with respect to the
Certificates or any account maintained pursuant to this Agreement or for
investment of any such amounts. No recourse shall be had for any claim based on
any provisions of this Agreement, the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement, the
Prospectus or the Certificates (except with respect to the Trustee and Fiscal
Agent to the extent of information furnished by the Trustee and the Fiscal Agent
under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES-- The
Trustee and the Fiscal Agent" and with respect to the Paying Agent, to the
extent of information furnished by the Paying Agent under the caption
"DESCRIPTION OF THE OFFERED CERTIFICATES-- Paying Agent, Certificate Registrar
and Authenticating Agent" each in the Preliminary Prospectus Supplement and the
Final Prospectus Supplement), the Mortgage Loans or the assignment thereof
against the Trustee, the Fiscal Agent or the Paying Agent in such Person's
individual capacity and any such claim shall be asserted solely against the
Trust or any indemnitor who shall furnish indemnity as provided herein. Neither
the Trustee nor the Fiscal Agent nor the Paying Agent shall be liable for any
action or failure of any action by the Depositor or the Master Servicer or the
Special Servicer or by each other hereunder. Neither the Trustee nor the Fiscal
Agent nor the Paying Agent shall at any time have any responsibility or
liability for or with respect to the legality, validity or enforceability of the
Mortgages or the Mortgage Loans, or the perfection and priority of the Mortgages
or the maintenance of any such perfection and priority, or for or with respect
to the efficacy of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon; the validity
of the assignment of the Mortgage Loans to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans; the performance or
enforcement of the Mortgage Loans (other than if the Trustee shall assume the
duties of the Master Servicer); the compliance by the Depositor, each Seller,
the Mortgagor or the Master Servicer or the Special Servicer or by each other
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation made under this
Agreement or in any related document prior to


                                     -165-

<PAGE>

the receipt by a Responsible Officer of the Trustee of notice or other discovery
of any non-compliance therewith or any breach thereof; any investment of monies
by or at the direction of the Master Servicer or the Special Servicer or any
loss resulting therefrom; the failure of the Master Servicer or any Sub-Servicer
or the Special Servicer to act or perform any duties required of it on behalf of
the Trustee hereunder; or any action by the Trustee taken at the instruction of
the Master Servicer or the Special Servicer.

     SECTION 7.4 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT MAY OWN
CERTIFICATES. Each of the Trustee, the Fiscal Agent and the Paying Agent in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Trustee, the Fiscal Agent
or the Paying Agent, as the case may be.

     SECTION 7.5 ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE FISCAL AGENT AND
THE PAYING AGENT. The Trustee hereunder shall at all times be (i) an institution
insured by the FDIC, (ii) a corporation, national bank or national banking
association authorized to exercise corporate trust powers, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority, and (iii) an institution whose
short-term debt obligations are at all times rated not less than "Prime-1" by
Moody's and whose long-term senior unsecured debt is at all times rated not less
than "AA-" by Fitch (or "A+" by Fitch if the Trustee's short-term unsecured debt
is rated at least "F-1" by Fitch) and "Aa3" by Moody's, provided, that if the
Fiscal Agent is rated at least "Aa3" by Moody's and "AA-" by Fitch (or "A+" by
Fitch if the Fiscal Agent's short-term unsecured debt is rated at least "F-1" by
Fitch), the Fiscal Agent also has a short-term rating of at least "F-1+" by
Fitch), then the Trustee must be rated not less than "A3" by Moody's and "A-" by
Fitch, or otherwise acceptable to the Rating Agencies as evidenced by a Rating
Agency Confirmation. If such corporation, national bank or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such
corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with provisions of this Section, the Trustee or the
Fiscal Agent shall resign immediately in the manner and with the effect
specified in Section 7.6.

     (b) The Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers and shall be rated at
least "A2" by Moody's and "A" by Fitch, unless and to the extent Rating Agency
Confirmation is obtained.

     SECTION 7.6 RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT OR THE
PAYING AGENT.

     (a) The Trustee, the Fiscal Agent or the Paying Agent may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer and the Rating Agencies; provided
that such resignation shall not be effective until its successor shall have
accepted the appointment. Upon receiving such notice of resignation, the
Depositor will promptly appoint a successor trustee, fiscal agent or paying
agent, as the case may be, except in the case of the initial Trustee or Fiscal
Agent, in which case


                                     -166-

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both shall be so replaced but may be replaced under this paragraph sequentially,
by written instrument, one copy of which instrument shall be delivered to the
resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one
copy to each of the Master Servicer, the Paying Agent and the Rating Agencies.
If no successor trustee, fiscal agent or paying agent shall have been so
appointed, as the case may be, and shall have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, may petition any court of
competent jurisdiction for the appointment of a successor trustee, fiscal agent
or paying agent, as the case may be. It shall be a condition to the appointment
of a successor trustee or fiscal agent that such entity satisfies the
eligibility requirements set forth in Section 7.5.

     (b) If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.5 and shall fail to resign after written
request therefor by the Depositor, (ii) the Trustee shall become incapable of
acting, or shall be adjudged a 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, (iii) a tax is imposed or
threatened with respect to the Trust or any REMIC Pool by any state in which the
Trustee or the Trust held by the Trustee is located solely because of the
location of the Trustee in such state; provided, however, that, if the Trustee
agrees to indemnify the Trust for such taxes, it shall not be removed pursuant
to this clause (iii), (iv) the continuation of the Trustee as such would result
in a downgrade, qualification or withdrawal of the rating by the Rating Agencies
of any Class of Certificates with a rating as evidenced in writing by the Rating
Agencies or (v) with respect with the initial Trustee, a Fiscal Agent
Termination Event has occurred unless the Trustee has satisfied the ratings
required by clause (iii) of Section 7.5, then the Depositor may remove such
Trustee and appoint a successor trustee by written instrument, one copy of which
instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to each of the Master Servicer and the Rating
Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer. Such succession shall take
effect after a successor trustee has been appointed. In the case of the removal
of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In
this case, the procedures and liability for costs of such removal shall be the
same as they are stated in subsection (c) with respect to the Fiscal Agent.

     (c) If at any time (i) the Fiscal Agent shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, or (ii) a Fiscal Agent Termination
Event has occurred, then the Depositor shall send a written notice of
termination to the Fiscal Agent (which notice shall specify the reason for such
termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent
by written instrument, one copy of which instrument shall be delivered to the
Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to
each of the Trustee, the Master Servicer and the Rating Agencies. In all such
cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal
Agent, such succession only to take effect after a successor Fiscal Agent has
been appointed. In the case of the initial Fiscal Agent, the Depositor may, but
is not required to, also remove the Trustee. In this case, the procedures and
liability for costs of such removal shall be the same as they are stated in
subsection (b) with respect to the Trustee.


                                     -167-

<PAGE>

     (d) If at any time (i) the Paying Agent shall cease to be eligible in
accordance with the provisions of Section 7.5(b) and shall fail to resign after
written request therefor by the Depositor, (ii) the Paying Agent shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Paying Agent or of its property shall be appointed, or any public officer
shall take charge or control of the Paying Agent or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Paying Agent is located solely because of the location of the
Paying Agent in such state; provided, however, that, if the Paying Agent agrees
to indemnify the Trust for such taxes, it shall not be removed pursuant to this
clause (iii), or (iv) the continuation of the Paying Agent as such would result
in a downgrade, qualification or withdrawal, as applicable, of the rating by any
Rating Agency of any Class of Certificates with a rating as evidenced in writing
by the Rating Agencies, then the Depositor or the Trustee shall send a written
notice of termination to the Paying Agent (which notice shall specify the reason
for such termination) and remove such Paying Agent and the Depositor shall
appoint a successor Paying Agent by written instrument, one copy of which
instrument shall be delivered to the Paying Agent so removed, one copy to the
successor Paying Agent, and one copy to each of the Trustee, the Master Servicer
and the Rating Agencies. In all such cases, the Paying Agent shall bear all
costs of transfer to a successor Paying Agent, such succession only to take
effect after a successor Paying Agent has been appointed.

     (e) The Holders of more than 50% of the Aggregate Certificate Balance of
the Certificates then outstanding may for cause upon 30 days' written notice to
the Trustee, the Fiscal Agent or the Paying Agent, as the case may be, and to
the Depositor remove the Trustee, the Fiscal Agent or the Paying Agent, as the
case may be, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, so removed; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee, Fiscal Agent or Paying Agent,
as the case may be, in accordance with this Section.

     (f) Any resignation or removal of the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, and appointment of a successor trustee, fiscal
agent or paying agent pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee, fiscal
agent or paying agent, as the case may be, as provided in Section 7.7. Upon any
succession of the Trustee, the Fiscal Agent or the Paying Agent under this
Agreement, the predecessor Trustee, Fiscal Agent or Paying Agent, as the case
may be, shall be entitled to the payment of compensation and reimbursement
agreed to under this Agreement for services rendered and expenses incurred. The
Trustee, the Fiscal Agent or the Paying Agent shall not be liable for any action
or omission of any successor Trustee, Fiscal Agent or Paying Agent, as the case
may be.

     SECTION 7.7 SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.

     (a) Any successor Trustee, Fiscal Agent or Paying Agent appointed as
provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, Fiscal Agent or Paying Agent,
as the case may be, shall become effective and such


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successor Trustee, Fiscal Agent or Paying Agent, as the case may be, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee, Fiscal Agent or Paying Agent herein. The
predecessor Trustee, Fiscal Agent or Paying Agent shall deliver (at such
predecessor's own expense) to the successor Trustee, Fiscal Agent or Paying
Agent all Mortgage Files and documents and statements related to the Mortgage
Files held by it hereunder, and the predecessor Trustee shall duly assign,
transfer, deliver and pay over (at such predecessor's own expense) to the
successor Trustee, the entire Trust, together with all instruments of transfer
and assignment or other documents properly executed necessary to effect such
transfer. The predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, shall also deliver all records or copies thereof maintained by the
predecessor Trustee, Fiscal Agent or Paying Agent in the administration hereof
as may be reasonably requested by the successor Trustee, Fiscal Agent or Paying
Agent, as applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee, Fiscal Agent or Paying Agent shall execute and deliver such
other instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor Trustee, Fiscal Agent or
Paying Agent, as the case may be, all such rights, powers, duties and
obligations. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.

     (b) No successor Trustee, Fiscal Agent or Paying Agent shall accept
appointment as provided in this Section unless at the time of such appointment
such successor Trustee, Fiscal Agent or Paying Agent, as the case may be, shall
be eligible under the provisions of Section 7.5.

     (c) Upon acceptance of appointment by a successor Trustee, Fiscal Agent or
Paying Agent as provided in this Section, the successor Trustee, Fiscal Agent or
Paying Agent shall mail notice of the succession of such Trustee, Fiscal Agent
or Paying Agent hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to the Rating Agencies. The expenses of
such mailing shall be borne by the successor Trustee, Fiscal Agent or Paying
Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee,
Fiscal Agent or Paying Agent, the Master Servicer shall cause such notice to be
mailed at the expense of the successor Trustee, Fiscal Agent or Paying Agent, as
applicable.

     SECTION 7.8 MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR PAYING
AGENT. Any Person into which the Trustee, Fiscal Agent or Paying 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 such Trustee,
Fiscal Agent or Paying Agent shall be a party, or any Persons succeeding to the
business of such Trustee, Fiscal Agent or Paying Agent, shall be the successor
of such Trustee, Fiscal Agent or Paying Agent, as the case may be, hereunder, as
applicable, provided that such Person shall be eligible under the provisions of
Section 7.5, 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.


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<PAGE>

     SECTION 7.9 APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR
CUSTODIAN.

     (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or, in the case of the Trust, the Certificateholders evidencing
more than 50% of the Aggregate Certificate Balance of the Certificates then
outstanding shall each have the power from time to time to appoint one or more
Persons to act either as co-trustees jointly with the Trustee or as separate
trustees, or as custodians, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer or Special Servicer that such separate trustee or co-trustee
is necessary or advisable) under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a
property securing a Mortgage Loan is located or in any state in which any
portion of the Trust is located. The separate trustees, co-trustees, or
custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders, shall have such powers, rights and remedies as shall be
specified in the instrument of appointment and shall be deemed to have accepted
the provisions of this Agreement; provided that no such appointment shall, or
shall be deemed to, constitute the appointee an agent of the Trustee; provided,
further that the Trustee shall be liable for the actions of any co-trustee or
separate trustee appointed by it and shall have no liability for the actions of
any co-trustee or separate trustee appointed by the Depositor or the
Certificateholders pursuant to this paragraph.

     (b) The Trustee or the Paying Agent, as the case may be, may from time to
time appoint one or more independent third-party agents to perform all or any
portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee or
the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

     (c) Every separate trustee, co-trustee, and custodian shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

         (i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;

         (ii) all other 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, co-trustee, or custodian
jointly, except to the extent that under


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<PAGE>

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
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 or any portion thereof in any such
jurisdiction, shall be exercised and performed by such separate trustee,
co-trustee, or custodian;

         (iii) no trustee or custodian hereunder shall be personally liable by
reason of any act or omission of any other trustee or custodian hereunder; and

         (iv) the Trustee or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Principal Amount of the Certificates
then outstanding may at any time accept the resignation of or remove any
separate trustee, co-trustee or custodian, so appointed by it or them, if such
resignation or removal does not violate the other terms of this Agreement.

     (d) 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, co-trustee or custodian shall refer to this Agreement and the
conditions of this Article VII. 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.

     (e) Any separate trustee, co-trustee or custodian 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, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

     (f) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

     (g) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee's obligations hereunder.

     (h) The Trustee shall pay the reasonable compensation of the co-trustees,
separate trustees or custodians appointed by the Trustee pursuant to this
Section 7.9 to the extent, and in accordance with the standards, specified in
Section 7.12 hereof.

     (i) Subject to the consent of the Depositor, which consent shall not be
unreasonably withheld, the Trustee, at its sole cost and expense, may appoint at
any time a successor Custodian. Until such time as the Trustee appoints a
successor Custodian, the Trustee


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<PAGE>

shall be the Custodian hereunder. Upon the appointment of a successor
custodian, the Trustee and the Custodian shall enter into a custodial agreement.

     SECTION 7.10 AUTHENTICATING AGENTS.

     (a) The Paying Agent shall serve as the initial Authenticating Agent
hereunder for the purpose of executing and authenticating Certificates. Any
successor Authenticating Agent must be acceptable to the Depositor and must be a
corporation or national bank organized and doing business under the laws of the
United States of America or of any state and having a principal office and place
of business in the Borough of Manhattan in the City and State of New York,
having a combined capital and surplus of at least $50,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.

     (b) Any Person into which the 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 the Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of the
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) The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of the Authenticating Agent by
giving written notice of termination to the Authenticating Agent and the
Depositor; provided that the Trustee may not terminate the Paying Agent as
Authenticating Agent unless the Paying Agent shall be removed as Paying Agent
hereunder. Upon receiving a notice of resignation or upon such a termination, or
in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of Section 7.10(a), the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. 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 such Authenticating Agent shall be
appointed unless eligible under the provisions of Section 7.10(a). No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

     SECTION 7.11 INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE PAYING
AGENT.

     (a) The Trustee, the Fiscal Agent, the Certificate Registrar and the Paying
Agent and each of its respective directors, officers, employees, agents and
Controlling Persons shall be entitled to indemnification from the Trust for any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action incurred without negligence or willful
misconduct on their respective part, arising out of, or in connection with this
Agreement, the Certificates and the acceptance or administration of the trusts
or duties created hereunder


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<PAGE>

(including, without limitation, any unanticipated loss, liability or expense
incurred in connection with any action or inaction of the Master Servicer, the
Special Servicer or the Depositor or of each other such Person hereunder but
only to the extent the Trustee, the Fiscal Agent, the Certificate Registrar or
the Paying Agent, as the case may be, is unable to recover within a reasonable
period of time such amount from such third party pursuant to this Agreement)
including the costs and expenses of defending themselves against any claim in
connection with the exercise or performance of any of their powers or duties
hereunder and the Trustee, the Fiscal Agent, the Certificate Registrar and the
Paying Agent and each of their respective directors, officers, employees, agents
and Controlling Persons shall be entitled to indemnification from the Trust for
any unanticipated loss, liability or expense incurred in connection with the
provision by the Trustee, the Fiscal Agent, the Certificate Registrar and the
Paying Agent of the reports required to be provided by it pursuant to this
Agreement; provided that:

         (i) with respect to any such claim, the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, shall have given
the Depositor, the Master Servicer, the Sellers, each other and the Holders of
the Certificates written notice thereof promptly after a Responsible Officer of
the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as
the case may be, shall have knowledge thereof; provided, however, that failure
to give such notice to the Depositor, Master Servicer, the Sellers, each other
and the Holders of Certificates shall not affect the Trustee's, Fiscal Agent's,
Certificate Registrar's or Paying Agent's, as the case may be, rights to
indemnification herein unless the Depositor's defense of such claim on behalf of
the Trust is materially prejudiced thereby;

         (ii) while maintaining control over its own defense, the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
shall cooperate and consult fully with the Depositor in preparing such defense;
and

         (iii) notwithstanding anything to the contrary in this Section 7.11,
the Trust shall not be liable for settlement of any such claim by the Trustee,
the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may
be, entered into without the prior consent of the Depositor, which consent shall
not be unreasonably withheld.

     (b) The provisions of this Section 7.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee, the Fiscal Agent,
the Certificate Registrar or the Paying Agent, as the case may be.

     (c) The Depositor shall indemnify and hold harmless the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, their
respective directors, officers, employees or agents and Controlling Persons from
and against any loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees or agents or Controlling Person may become
subject under the 1933 Act, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement or the
Prospectus, or arises out of, or is based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made, not misleading and shall


                                     -173-

<PAGE>

reimburse the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying
Agent, as the case may be, their respective directors, officers, employees,
agents or Controlling Person for any legal and other expenses reasonably
incurred by the Trustee, the Fiscal Agent, the Certificate Registrar or the
Paying Agent, as the case may be, or any such director, officer, employee, agent
or Controlling Person in investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action; provided, that the
Depositor shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission made in any such Private
Placement Memorandum, Preliminary Prospectus Supplement, Final Prospectus
Supplement or Prospectus in reliance upon and in conformity with written
information concerning the Trustee, the Fiscal Agent, the Certificate Registrar
or the Paying Agent, as the case may be, furnished to the Depositor by or on
behalf of such person specifically for inclusion therein. It is hereby expressly
agreed that the only written information provided by the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, for
inclusion in the Preliminary Prospectus Supplement and Final Prospectus
Supplement is set forth in the case of the Trustee in the second, fourth and
fifth sentences and in the case of the Fiscal Agent in the penultimate sentence
under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee
and the Fiscal Agent" and in the case of the Paying Agent, the third and fourth
sentences under the "DESCRIPTION OF THE OFFERED CERTIFICATES--The Paying Agent,
Certificate Registrar and the Authenticating Agent". The Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall
immediately notify the Depositor and the Sellers if a claim is made by a third
party with respect to this Section 7.11(c) entitling such person, its directors,
officers, employees, agents or Controlling Person to indemnification hereunder,
whereupon the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to such person) 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 the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective directors, officers, employees, agents or
Controlling Person may have to indemnification under this Section 7.11(c),
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement and the resignation or removal of the Trustee, the Fiscal Agent or the
Paying Agent. The Depositor shall not be indemnified by the Trust for any
expenses incurred by the Depositor arising from any violation or alleged
violation of the 1933 Act or 1934 Act by the Depositor.

     SECTION 7.12 FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE PAYING
AGENT. The Trustee shall be entitled to receive the Trustee Fee (other than the
portion thereof constituting the Paying Agent Fee) and the Paying Agent shall be
entitled to receive the Paying Agent Fee, pursuant to Section 5.3(b)(ii) (which
shall not be limited by any provision of law with respect to the compensation of
a trustee of an express trust), for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the
powers and duties respectively, hereunder of the Trustee and the Paying Agent.
The Trustee, the Fiscal Agent and the Paying Agent shall also be entitled to
recover from the Trust all reasonable unanticipated expenses and disbursements
incurred or made by the Trustee, the Fiscal Agent and the Paying Agent in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and other


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<PAGE>

Persons not regularly in its employ), not including expenses incurred in the
ordinary course of performing its duties as Trustee, Fiscal Agent or Paying
Agent, respectively hereunder, and except any such expense, disbursement or
advance as may arise from the negligence or bad faith of such Person or which is
the responsibility of the Holders of the Certificates hereunder. The provisions
of this Section 7.12 shall survive any termination of this Agreement and the
resignation or removal of the Trustee, the Fiscal Agent or the Paying Agent.

     SECTION 7.13 COLLECTION OF MONEYS. Except as otherwise expressly provided
in this Agreement, the Trustee and the Paying Agent may demand payment or
delivery of, and shall receive and collect, all money and other property payable
to or receivable by the Trustee or the Paying Agent, as the case may be,
pursuant to this Agreement. The Trustee or the Paying Agent, as the case may be,
shall hold all such money and property received by it as part of the Trust and
shall distribute it as provided in this Agreement. If the Trustee or the Paying
Agent, as the case may be, shall not have timely received amounts to be remitted
with respect to the Mortgage Loans from the Master Servicer, the Trustee or the
Paying Agent, as the case may be, shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee or
the Paying Agent, as the case may be, shall subsequently receive any such
amount, it may withdraw such request.

     SECTION 7.14 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

     (a) On and after the time the Master Servicer is terminated pursuant to
this Agreement, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity under this Agreement and the transactions set forth or
provided for therein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities
caused by the Master Servicer's failure to provide required information shall
not be considered a default by the Trustee hereunder. In addition, the Trustee
shall have no liability relating to (i) the representations and warranties of
the Master Servicer contained in this Agreement or (ii) any obligation incurred
by the Master Servicer prior to its termination or resignation (including,
without limitation, the Master Servicer's obligation to repay losses resulting
from the investment of funds in any account established under this Agreement),
except any ongoing obligations to a Primary Servicer arising after the
termination of the Master Servicer from their servicing rights and obligations
under the applicable Primary Servicing Agreement. In the Trustee's capacity as
such successor, the Trustee shall have the same limitations on liability granted
to the Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to the Master Servicer
set forth in this Agreement, including, without limitation, the Master Servicing
Fee.

     (b) Notwithstanding the above, the Trustee (A) may, if the Trustee is
unwilling to so act, or (B) shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily mortgage finance institution, servicer or special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
meeting such other standards for a successor servicer as are set forth in this
Agreement and with respect to which Rating Agency Confirmation is obtained, as
the successor to the Master Servicer hereunder in the assumption of all of the
responsibilities, duties or liabilities of a servicer as Master Servicer
hereunder. Pending any such appointment, the Trustee


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<PAGE>

shall act as the Master Servicer as hereinabove provided. Any entity designated
by the Trustee as successor Master Servicer may be an Affiliate of the Trustee;
provided that, such Affiliate must meet the standards for the Master Servicer as
set forth herein. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree subject to
Section 8.10. The Trustee and such successor shall take such actions, consistent
with this Agreement as shall be necessary to effectuate any such succession. The
Master Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume the Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by the Master Servicer in the Certificate Account and
any other account or fund maintained with respect to the Certificates or
thereafter be received by the Master Servicer with respect to the Mortgage
Loans. Neither the Trustee nor any other successor servicer shall be deemed to
be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Master Servicer to deliver, or any delay in delivering, cash,
documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Master Servicer by the Trust within 30 days of the
Trustee's submission of an invoice with respect thereto, to the extent such
expenses have not been reimbursed by the Master Servicer as provided herein;
such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.

     (c) On and after the time the Special Servicer is terminated pursuant
to this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to the Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall have
all the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Special
Servicer by the terms and provisions of this Agreement; provided that, any
failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation (other than any Work-Out Fee
payable pursuant to Section 9.11).

     (d) Notwithstanding the above, the Trustee may, if the Trustee shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established commercial or
multifamily mortgage finance institution, special servicer or mortgage servicing
institution having a net worth of not less than $15,000,000, and meeting such
other standards for a successor Special Servicer as are set forth in Section
9.21, and with respect to which Rating Agency Confirmation is obtained, as the


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<PAGE>

successor to the Special Servicer hereunder in the assumption of all of the
responsibilities, duties or liabilities of a special servicer as Special
Servicer hereunder. Pending any such appointment, the Trustee shall act as the
Special Servicer as hereinabove provided. Any entity designated by the Trustee
as successor Special Servicer may be an Affiliate of the Trustee; provided that,
such Affiliate must meet the standards for a successor Special Servicer set
forth herein. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided that
no such compensation shall be in excess of that permitted to the Special
Servicer under this Agreement. The Trustee and such successor shall take such
actions, consistent with this Agreement as shall be necessary to effectuate any
such succession. The Special Servicer shall cooperate with the Trustee and any
successor Special Servicer in effecting the termination of the Special
Servicer's responsibilities and rights under this Agreement, including, without
limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of the
assignment of the special servicing function and providing the Trustee and
successor Special Servicer all documents and records in its possession in
electronic or other form reasonably requested by the successor Special Servicer
to enable the successor Special Servicer to assume the Special Servicer's
functions hereunder and the transfer to the Trustee or such successor Special
Servicer of all amounts which shall at the time be or should have been deposited
by the Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
Special Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor Special Servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Special
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Special Servicer. The Trustee shall be reimbursed for all of its
out-of-pocket expenses incurred in connection with obtaining such successor
Special Servicer by the Trust within 30 days of submission of an invoice with
respect thereto but only to the extent such expenses have not been reimbursed by
the Special Servicer as provided herein; and such expenses paid by the Trust
shall be deemed to be an Additional Trust Expense.

     SECTION 7.15 NOTIFICATION TO HOLDERS. Upon termination of the Master
Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, the Sellers and the Certificateholders at their
respective addresses appearing on the Certificate Register.

     SECTION 7.16 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE FISCAL
AGENT AND THE PAYING AGENT.

     (a) The Trustee hereby represents and warrants as of the date hereof that:

         (i) the Trustee is a national banking association, duly organized,
validly existing and in good standing under the laws governing its creation and
existence and has full power and authority to own its property, to carry on its
business as presently conducted, and to enter into and perform its obligations
under this Agreement;


                                     -177-

<PAGE>

         (ii) the execution and delivery by the Trustee of this Agreement have
been duly authorized by all necessary action on the part of the Trustee; neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated in this Agreement, nor compliance with the provisions
of this Agreement, will conflict with or result in a breach of, or constitute a
default under, (i) any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Trustee or its properties
that would materially and adversely affect the Trustee's ability to perform its
obligations under this Agreement, (ii) the organizational documents of the
Trustee, or (iii) the terms of any material agreement or instrument to which the
Trustee is a party or by which it is bound; the Trustee is not in default with
respect to any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or other governmental agency, which default
would materially and adversely affect its performance under this Agreement;

         (iii) the execution, delivery and performance by the Trustee of this
Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Trustee to perform its obligations
under this Agreement;

         (iv) this Agreement has been duly executed and delivered by the Trustee
and, assuming due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of the Trustee, enforceable
against the Trustee in accordance with its terms, subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and
other similar laws affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and

         (v) no litigation is pending or, to the Trustee's knowledge,
threatened, against the Trustee that, either in one instance or in the
aggregate, would draw into question the validity of this Agreement, or which
would be likely to impair materially the ability of the Trustee to perform under
the terms of this Agreement.

     (b) The Fiscal Agent hereby represents and warrants as of the date hereof
that:

         (i) the Fiscal Agent is a foreign banking corporation duly organized,
validly existing and in good standing under the laws governing its creation and
existence and has full corporate power and authority to own its property, to
carry on its business as presently conducted, and to enter into and perform its
obligations under this Agreement;

         (ii) the execution and delivery by the Fiscal Agent of this Agreement
have been duly authorized by all necessary corporate action on the part of the
Fiscal Agent; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor compliance
with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Fiscal
Agent or its properties that would materially and adversely affect the Fiscal
Agent's ability to perform its obligations under this Agreement, (ii) the
organizational documents of the


                                     -178-

<PAGE>

Fiscal Agent, or (iii) the terms of any material agreement or instrument to
which the Fiscal Agent is a party or by which it is bound; the Fiscal Agent is
not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance
under this Agreement;

         (iii) the execution, delivery and performance by the Fiscal Agent of
this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to, or the registration with, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;

         (iv) this Agreement has been duly executed and delivered by the Fiscal
Agent and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Fiscal Agent,
enforceable against the Fiscal Agent in accordance with its terms, subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other similar laws affecting creditors' rights
generally as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and

         (v) no litigation is pending or, to the Fiscal Agent's knowledge,
threatened, against the Fiscal Agent that, either in any one instance or in the
aggregate, would draw into question the validity of this Agreement, or which
would be likely to impair materially the ability of the Fiscal Agent to perform
under the terms of this Agreement.

     (c) The Paying Agent hereby represents and warrants as of the date hereof
that:

         (i) the Paying Agent is a national banking association, duly organized,
validly existing and in good standing under the laws governing its creation and
existence and has full power and authority to own its property, to carry on its
business as presently conducted, and to enter into and perform its obligations
under this Agreement;

         (ii) the execution and delivery by the Paying Agent of this Agreement
have been duly authorized by all necessary action on the part of the Paying
Agent; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor compliance
with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Paying
Agent or its properties that would materially and adversely affect the Paying
Agent's ability to perform its obligations under this Agreement, (ii) the
organizational documents of the Paying Agent, or (iii) the terms of any material
agreement or instrument to which the Paying Agent is a party or by which it is
bound; the Paying Agent is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
other governmental agency, which default would materially and adversely affect
its performance under this Agreement;

                                     -179-

<PAGE>

         (iii) the execution, delivery and performance by the Paying Agent of
this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Paying Agent to perform its
obligations under this Agreement;

         (iv) this Agreement has been duly executed and delivered by the Paying
Agent and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Paying Agent,
enforceable against the Paying Agent in accordance with its terms, subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other similar laws affecting creditors' rights
generally as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and

         (v) there are no actions, suits or proceeding pending or, to the best
of the Paying Agent's knowledge, threatened, against the Paying Agent that,
either in one instance or in the aggregate, would draw into question the
validity of this Agreement, or which would be likely to impair materially the
ability of the Paying Agent to perform under the terms of this Agreement.

     SECTION 7.17 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT. Each of the
Trustee, the Fiscal Agent and the Paying Agent, at its own respective expense,
shall maintain in effect a Fidelity Bond and a Errors and Omissions Insurance
Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall be
issued by a Qualified Insurer in form and in amount customary for trustees,
fiscal agents or paying agents in similar transactions (unless the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, self insures as provided
below). In the event that any such Errors and Omissions Insurance Policy or
Fidelity Bond ceases to be in effect, the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as of
the date of such replacement. So long as the long-term debt rating of the
Trustee, the Fiscal Agent or the Paying Agent, as the case may be, is not less
than "Baa1" as rated by Moody's, if rated by Moody's and "A" as rated by Fitch,
if rated by Fitch, respectively, the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, may self-insure for the Fidelity Bond and the Errors
and Omissions Insurance Policy.

     SECTION 7.18 APPOINTMENT OF LUXEMBOURG PAYING AGENT; NOTIFICATION TO
CERTIFICATEHOLDERS.

     (a) The Depositor shall maintain a paying agent in Luxembourg (the
"Luxembourg Paying Agent") for payments on the Certificates as well as a
transfer agent in Luxembourg (the "Luxembourg Transfer Agent") for so long as
such Certificates are listed on the Luxembourg Stock Exchange and the rules of
such exchange so require and the Depositor shall pay the reasonable fees of such
Luxembourg Paying Agent and Luxembourg Transfer Agent. The Depositor shall
appoint a successor Luxembourg Paying Agent if necessary. Except


                                     -180-

<PAGE>

as set forth in this Section 7.18(a), neither the Trustee nor the Paying Agent
shall have any responsibility for the actions or inactions of the Luxembourg
Paying Agent, including any failure of the Luxembourg Paying Agent to make
timely distributions to Certificateholders or beneficial owners (other than any
such failure resulting from the failure of the Paying Agent to timely remit
funds but only to the extent such failure is caused by the Paying Agent's
negligence or willful misconduct). The Certificate Registrar shall not be
responsible for transfers or exchanges requested at the office of the Luxembourg
Transfer Agent in Luxembourg until it receives written notice from such transfer
agent, together with the Certificates to be transferred or exchanged. The
Luxembourg Paying Agent shall each month download copies of all information made
available on the Paying Agent's internet website, print such information and
make it available to the Certificateholders upon request. The Luxembourg Paying
Agent shall not be the Paying Agent and the duties of the Luxembourg Paying
Agent hereunder shall be distinct from the duties of the Paying Agent.

     (b) For so long as the Certificates are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, the
Depositor undertakes to cause the Luxembourg Paying Agent to publish all notices
to Certificateholders in a daily newspaper of general circulation in Luxembourg.

     (c) For so long as any of the Certificates are listed on the Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the
Paying Agent shall make available or provide the following information on the
Paying Agent's internet website:

         (i) to Clearstream Bank, Euroclear Bank and the Luxembourg Paying Agent
promptly upon determination, the Pass-Through Rates for the related Interest
Accrual Period, the amount of principal and interest distributable on the
related Distribution Date for each Class of Certificates, per $1,000 initial
Certificate Balance or Notional Amount and the date each distribution will be
made;

         (ii) to the Luxembourg Paying Agent on each Distribution Date, the
Certificate Balance or Notional Amount of the Certificates;

         (iii) to the Luxembourg Paying Agent promptly following availability,
each report, certificate or statement required to be delivered to the Luxembourg
Paying Agent pursuant to Section 5.4;

         (iv) to the Luxembourg Paying Agent promptly following receipt thereof,
all notices and reports regarding any termination of the Trustee or Paying Agent
or appointment of a successor to the Trustee or Paying Agent; and

         (v) to the Luxembourg Paying Agent promptly following receipt thereof,
all notices and reports regarding any occurrence of an Event of Default.

     Information provided, as set forth above, by the Paying Agent to the
Luxembourg Paying Agent shall be supplied by the Luxembourg Paying Agent to the
Luxembourg Stock Exchange. Such information shall be made available to the
Certificateholders at the main office of the Luxembourg Paying Agent.


                                     -181-
<PAGE>

     None of the Certificates will be listed on the Luxembourg Stock Exchange or
any other stock exchange.

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

     SECTION 8.1 SERVICING STANDARD; SERVICING DUTIES.

     (a) Subject to the express provisions of this Agreement, for and on behalf
of the Trust and for the benefit of the Certificateholders as a whole, and,
solely as it relates to any A/B Mortgage Loan and the Loan Pair, for the benefit
of the holder of the related B Note and the WestShore Plaza Companion Loan, the
Master Servicer shall service and administer the Mortgage Loans, any B Note and
the WestShore Plaza Companion Loan in accordance with the Servicing Standard and
the terms of this Agreement (subject to the servicing of any Non-Serviced
Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and
the applicable Non-Serviced Mortgage Loan Special Servicer in accordance with
the related Pooling and Servicing Agreement). Certain of the provisions of this
Article VIII make explicit reference to their applicability to Mortgage Loans,
any B Note and the WestShore Plaza Companion Loan; notwithstanding such explicit
references, references to "Mortgage Loans" contained in this Article VIII,
unless otherwise specified, shall be construed to refer also to such B Note and
the WestShore Plaza Companion Loan (but any other terms that are defined in
Article I and used in this Article VIII shall be construed according to such
definitions without regard to this sentence).

     In connection with such servicing and administration, the Master Servicer
shall seek to maximize the timely recovery of principal and interest on the
Mortgage Notes in the best economic interests of the Certificateholders as a
whole (or, in the case of any A/B Mortgage Loan or the Loan Pair, the
Certificateholders and the holder of the related B Note and the WestShore Plaza
Companion Loan, all taken as a collective whole); provided, however, that
nothing herein contained shall be construed as an express or implied guarantee
by the Master Servicer of the collectability of payments on the Mortgage Loans
or shall be construed as impairing or adversely affecting any rights or benefits
specifically provided by this Agreement to the Master Servicer, including with
respect to Master Servicing Fees or the right to be reimbursed for Advances.

     (b) The Master Servicer, in the case of an event specified in clause (x) of
this subclause (b), and the Special Servicer, in the case of an event specified
in clause (y) of this subclause (b), shall each send a written notice to the
other and to the Trustee and the Paying Agent, the Operating Adviser, each
Seller and, in the case of an A/B Mortgage Loan, the holder of the related B
Note and, in the case of the Loan Pair, the holder of the WestShore Plaza
Companion Loan, within two Business Days after becoming aware (x) that a
Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y)
that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice
shall identify the applicable Mortgage Loan and, in the case of an event
specified in clause (x) of this subclause (b) above, the Servicing Transfer
Event that occurred.


                                     -182-

<PAGE>

     (c) With respect to each Mortgage Loan that is subject to an Environmental
Insurance Policy, for as long as it is not a Specially Serviced Mortgage Loan,
if the Master Servicer has actual knowledge of any event giving rise to a claim
under an Environmental Insurance Policy, the Master Servicer or the applicable
Primary Servicer shall notify the Special Servicer to such effect and the Master
Servicer shall take reasonable actions as are in accordance with the Servicing
Standard and the terms and conditions of such Environmental Insurance Policy to
make a claim thereunder and achieve the payment of all amounts to which the
Trust is entitled thereunder. Any legal fees or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with any such
claim shall be paid by, and reimbursable to, the Master Servicer or the Special
Servicer as a Servicing Advance.

     (d) In connection with any extension of the Maturity Date of a Mortgage
Loan, the Master Servicer shall give prompt written notice of such extension to
the insurer under the Environmental Insurance Policy and shall execute such
documents as are reasonably required by such insurer to procure an extension of
such policy (if available).

     SECTION 8.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE MASTER SERVICER. The Master Servicer, at its expense, shall
maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions
Insurance Policy. The Servicer Errors and Omissions Insurance Policy and
Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master
Servicer self insures as provided below) and be in form and amount consistent
with the Servicing Standard. In the event that any such Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
Master Servicer shall obtain a comparable replacement policy or bond from an
insurer or issuer meeting the requirements set forth above as of the date of
such replacement. So long as the long-term rating of the Master Servicer is not
in any event less than "Baa1" as rated by Moody's and "A" as rated by Fitch,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

     SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

     (a) The Master Servicer shall service and administer the Mortgage Loans and
shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII hereof and as
otherwise provided herein and by the Code, have full power and authority to do
any and all things which it may deem necessary or desirable in connection with
such servicing and administration in accordance with the Servicing Standard. To
the extent consistent with the foregoing and subject to any express limitations
and provisions set forth in this Agreement (and, in the case of any A/B Mortgage
Loan and the Loan Pair, subject to the applicable Intercreditor Agreement or
Loan Pair Intercreditor Agreement and, in the case of any Non-Serviced Mortgage
Loan, subject to the servicing of such Non-Serviced Mortgage Loan by the
applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer, as applicable), such power and
authority shall include, without limitation, the right, subject to the terms
hereof, (A) to execute and deliver, on behalf of the Certificateholders (and in
connection with any B Note, the holder of the B Note and, in connection with the
Loan Pair, the holder of the WestShore Plaza Companion Loan) and the Trustee,
customary consents or waivers and other instruments and documents (including,
without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the lien on the related Mortgaged Property
and



                                     -183-

<PAGE>

related collateral), (B) to consent to assignments and assumptions or
substitutions, and transfers of interest of any Mortgagor, in each case subject
to and in accordance with the terms of the related Mortgage Loan and Section
8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to
consent to any subordinate financings to be secured by any related Mortgaged
Property to the extent that such consent is required pursuant to the terms of
the related Mortgage or which otherwise is required, and, subject to Section
8.7, to consent to any mezzanine debt to the extent such consent is required
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or otherwise and to administer and monitor the
application of such proceeds and awards in accordance with the terms of the
Mortgage Loan as the Master Servicer deems reasonable under the circumstances,
(F) to execute and deliver, on behalf of the Certificateholders (and, if
applicable, the holders of the B Note and the WestShore Plaza Companion Loan)
and the Trustee, documents relating to the management, operation, maintenance,
repair, leasing and marketing of the related Mortgaged Properties, including
agreements and requests by the Mortgagor with respect to modifications of the
standards of operation and management of the Mortgaged Properties or the
replacement of asset managers, (G) to consent to any operation or action under a
Mortgage Loan that is contemplated or permitted under a Mortgage or other
documents evidencing or securing the applicable Mortgage Loan (either as a
matter of right or upon satisfaction of specified conditions), (H) to obtain,
release, waive or modify any term other than a Money Term of a Mortgage Loan and
related documents subject to and to the extent permitted by Section 8.18, (I) to
exercise all rights, powers and privileges granted or provided to the holder of
the Mortgage Notes, the WestShore Plaza Companion Loan and any B Note under the
terms of the Mortgage, including all rights of consent or approval thereunder,
subject to Sections 8.7 and 8.18 of this Agreement, (J) to enter into lease
subordination agreements, non-disturbance and attornment agreements or other
leasing or rental arrangements which may be requested by the Mortgagor or the
Mortgagor's tenants, (K) to join the Mortgagor in granting, modifying or
releasing any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged
Properties to the extent such does not adversely affect the value of the related
Mortgage Loan or Mortgaged Property, (L) to execute and deliver, on behalf of
itself, the Trustee, the Trust (and, if applicable, the holders of the B Note
and the WestShore Plaza Companion Loan) or any of them, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties, and (M) hold in accordance with the terms
of any Mortgage Loan and this Agreement, Defeasance Collateral. The foregoing
clauses (A) through (M) are referred to collectively as "Master Servicer Consent
Matters." Notwithstanding the above, the Master Servicer shall have no power to
(i) waive any Prepayment Premiums (including any Kimball Lane Yield Maintenance
Amounts) or (ii) consent to any modification of a Money Term of a Mortgage Loan.
Nothing contained in this Agreement shall limit the ability of the Master
Servicer to lend money to (to the extent not secured, in whole or in part, by
any Mortgaged Property), accept deposits from and otherwise generally engage in
any kind of business or dealings with any Mortgagor as though the Master
Servicer was not a party to this Agreement or to the transactions contemplated
hereby; provided, however, that this sentence shall not modify the Servicing
Standard.

     (b) The Master Servicer shall not be obligated to service and administer
the Mortgage Loans which have become and continue to be Specially Serviced
Mortgage Loans, except as specifically provided herein. The Master Servicer
shall be required to make all


                                     -184-

<PAGE>

calculations and prepare all reports required hereunder with respect to such
Specially Serviced Mortgage Loans (other than calculations and reports expressly
required to be made by the Special Servicer hereunder) as if no Servicing
Transfer Event had occurred and shall continue to collect all Scheduled
Payments, make Servicing Advances as set forth herein, make P&I Advances as set
forth herein and render such incidental services with respect to such Specially
Serviced Mortgage Loans, all as are specifically provided for herein, but shall
have no other servicing or other duties with respect to such Specially Serviced
Mortgage Loans. The Master Servicer shall give notice within three Business Days
to the Special Servicer of any collections it receives from any Specially
Serviced Mortgage Loans, subject to changes agreed upon from time to time by the
Special Servicer and the Master Servicer. The Special Servicer shall instruct
within one Business Day after receiving such notice the Master Servicer on how
to apply such funds. The Master Servicer within one Business Day after receiving
such instructions shall apply such funds in accordance with the Special
Servicer's instructions. Each Mortgage Loan that becomes a Specially Serviced
Mortgage Loan shall continue as such until such Mortgage Loan becomes a
Rehabilitated Mortgage Loan. The Master Servicer shall not be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.

     (c) Concurrently with the execution of this Agreement, the Trustee shall
sign the Power of Attorney attached hereto as Exhibit S-1. The Master Servicer,
shall promptly notify the Trustee of the execution and delivery of any document
on behalf of the Trustee under such Power-of-Attorney. From time to time until
the termination of the Trust, upon receipt of additional unexecuted powers of
attorney from the Master Servicer or the Special Servicer, the Trustee shall
execute and return to the Master Servicer, the Special Servicer or any Primary
Servicer any additional powers of attorney and other documents necessary or
appropriate to enable the Master Servicer and the Special Servicer to service
and administer the Mortgage Loans including, without limitation, documents
relating to the management, operation, maintenance, repair, leasing or marketing
of the Mortgaged Properties. The Master Servicer shall indemnify the Trustee for
any costs, liabilities and expenses (including attorneys' fees) incurred by the
Trustee in connection with the intentional or negligent misuse of such power of
attorney by the Master 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 without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity, or (ii) knowingly
take any action that causes the Trustee to be registered to do business in any
state, provided, however, that the preceding clause (i) shall not apply to the
initiation of actions relating to a Mortgage Loan that the Master Servicer or
the Special Servicer, as the case may be, is servicing pursuant to its
respective duties herein (in which case the Master Servicer or the Special
Servicer, as the case may be, shall give three (3) Business Days prior notice to
the Trustee of the initiation of such action). The limitations of the preceding
clause shall not be construed to limit any duty or obligation imposed on the
Trustee under any other provision of this Agreement.

     (d) The Master Servicer shall make efforts consistent with the Servicing
Standard and the terms of this Agreement to collect all payments called for
under the terms and provisions of the applicable Mortgage Loans (other than
Specially Serviced Mortgage Loans or REO Properties).


                                     -185-
<PAGE>

     (e) The Master Servicer (or any Primary Servicer on its behalf) shall
segregate and hold all funds collected and received pursuant to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) constituting Escrow Amounts
separate and apart from any of its own funds and general assets and shall
establish and maintain one or more segregated custodial accounts (each, an
"Escrow Account") into which all Escrow Amounts shall be deposited within one
(1) Business Day after receipt. Each Escrow Account shall be an Eligible
Account, except with respect to Mortgage Loans identified on Schedule VI for
which Escrow Accounts shall be transferred to Eligible Accounts at the earliest
date permitted under the related Mortgage Loan documents. The Master Servicer
shall also deposit into each Escrow Account any amounts representing losses on
Eligible Investments pursuant to the immediately succeeding paragraph and any
Insurance Proceeds or Liquidation Proceeds which are required to be applied to
the restoration or repair of any Mortgaged Property pursuant to the related
Mortgage Loan. Each Escrow Account shall be maintained in accordance with the
requirements of the related Mortgage Loan and in accordance with the Servicing
Standard. Withdrawals from an Escrow Account may be made only:

         (i) to effect timely payments of items constituting Escrow Amounts for
the related Mortgage Loan;

         (ii) to transfer funds to the Certificate Account (or any sub-account
thereof) to reimburse the Master Servicer for any Advance relating to Escrow
Amounts, but only from amounts received with respect to the related Mortgage
Loan which represent late collections of Escrow Amounts thereunder;

         (iii) for application to the restoration or repair of the related
Mortgaged Property in accordance with the related Mortgage Loan and the
Servicing Standard;

         (iv) to clear and terminate such Escrow Account upon the termination of
this Agreement or pay-off of the related Mortgage Loan;

         (v) to pay from time to time to the related Mortgagor any interest or
investment income earned on funds deposited in the Escrow Account if such income
is required to be paid to the related Mortgagor under applicable law or by the
terms of the Mortgage Loan, or otherwise to the Master Servicer; and

         (vi) to remove any funds deposited in a Escrow Account that were not
required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.

     Subject to the immediately succeeding sentence, (i) the Master Servicer may
direct any depository institution or trust company in which the Escrow Accounts
are maintained to invest the funds held therein in one or more Eligible
Investments; provided, however, that such funds shall be either (x) immediately
available or (y) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was
established; (ii) the Master Servicer shall be entitled to all income and gain
realized from any such investment of funds as additional servicing compensation;
and (iii) the Master Servicer shall deposit from its own funds in the applicable
Escrow Account the amount of any loss incurred in respect of any such investment
of funds immediately upon the realization


                                     -186-

<PAGE>

of such loss. The Master Servicer shall not direct the investment of funds held
in any Escrow Account and retain the income and gain realized therefrom if the
terms of the related Mortgage Loan or applicable law permit the Mortgagor to be
entitled to the income and gain realized from the investment of funds deposited
therein, and the Master Servicer shall not be required to invest amounts on
deposit in Escrow Accounts in Eligible Investments or Eligible Accounts to the
extent that the Master Servicer is required by either law or under the terms of
any related Mortgage Loan to deposit or invest (or the Mortgagor is entitled to
direct the deposit or investment of) such amounts in another type of investments
or accounts. In the event the Master Servicer is not entitled to direct the
investment of such funds, (1) the Master Servicer shall direct the depository
institution or trust company in which such Escrow Accounts are maintained to
invest the funds held therein in accordance with the Mortgagor's written
investment instructions, if the terms of the related Mortgage Loan or applicable
law require the Master Servicer to invest such funds in accordance with the
Mortgagor's directions; and (2) in the absence of appropriate written
instructions from the Mortgagor, the Master Servicer shall have no obligation
to, but may be entitled to, direct the investment of such funds; provided,
however, that in either event (i) such funds shall be either (y) immediately
available or (z) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was
established, and (ii) the Master Servicer shall have no liability for any loss
in investments of such funds that are invested pursuant to written instructions
from the Mortgagor.

     (f) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Paying Agent and to each other under this
Agreement is intended by the parties to be that of an independent contractor and
not of a joint venturer, partner or agent.

     (g) With respect to each Mortgage Loan, if required by the terms of the
related Mortgage Loan, any Lock-Box Agreement or similar agreement, the Master
Servicer shall establish and maintain, in accordance with the Servicing
Standard, one or more lock-box, cash management or similar accounts ("Lock-Box
Accounts") to be held outside the Trust and maintained by the Master Servicer in
accordance with the terms of the related Mortgage. No Lock-Box Account is
required to be an Eligible Account, unless otherwise required pursuant to the
related Mortgage Loan documents. The Master Servicer shall apply the funds
deposited in such accounts in accordance with terms of the related Mortgage Loan
documents, any Lock-Box Agreement and in accordance with the Servicing Standard.

     (h) The Master Servicer or any Primary Servicer on its behalf shall process
all defeasances of Mortgage Loans in accordance with the terms of the Mortgage
Loan documents, and shall be entitled to any fees paid relating thereto. The
Master Servicer shall not permit defeasance (or partial defeasance if permitted
under the Mortgage Loan) of any Mortgage Loan on or before the second
anniversary of the Closing Date unless such defeasance will not result in an
Adverse REMIC Event and the Master Servicer has received an opinion of counsel
to such effect and all items in the following sentence have been satisfied.
Subsequent to the second anniversary of the Closing Date, the Master Servicer,
in connection with the defeasance of a Mortgage Loan shall require (to the
extent it is not inconsistent with the Servicing Standard) that: (i) the
defeasance collateral consists of U.S. Treasury obligations, (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event, (iii) either (A) the related Mortgagor designates a Single-Purpose Entity
(if the Mortgagor no longer complies) to own the Defeasance Collateral (subject
to customary qualifications) or (B) the Master Servicer


                                     -187-

<PAGE>

has established a Single-Purpose Entity to hold all Defeasance Collateral
relating to the Defeasance Loans, (iv) the Master Servicer has requested and
received from the Mortgagor (A) an opinion of counsel that the Trustee will have
a perfected, first priority security interest in such Defeasance Collateral and
(B) written confirmation from a firm of independent accountants stating that
payments made on such Defeasance Collateral in accordance with the terms thereof
will be sufficient to pay the subject Mortgage Loan (or the defeased portion
thereof in connection with a partial defeasance) in full on or before its
Maturity Date (or, in the case of the ARD Loan, on or before its Anticipated
Repayment Date) and to timely pay each subsequent Scheduled Payment, (v) (A) a
Rating Agency Confirmation is received if the Mortgage Loan (together with any
other Mortgage Loan with which it is cross-collateralized) has a Principal
Balance greater than the lesser of $20,000,000 and 5% of the Aggregate
Certificate Balance, unless such Rating Agency has waived in writing such Rating
Agency Confirmation requirement or (B) if the Mortgage Loan is less than or
equal to both of the amounts set forth in clause (A), either a Notice and
Certification in the form attached hereto as Exhibit Z or a Rating Agency
Confirmation is received from Fitch and (vi) a Rating Agency Confirmation is
received if the Mortgage Loan is one of the ten largest Mortgage Loans, by
Principal Balance. Any customary and reasonable out-of-pocket expense incurred
by the Master Servicer pursuant to this Section 8.3(h) shall be paid by the
Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note
or other pertinent document, if so allowed by the terms of such documents.

     The parties hereto acknowledge that if the payments described in paragraph
39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses associated
with a defeasance of the related Mortgage Loan are insufficient to reimburse the
Trust, including, but not limited to, rating agency fees, then the sole
obligation of the related Seller shall be to pay an amount equal to such
insufficiency or expense to the extent the related Mortgagor is not required to
pay such amount. Promptly upon receipt of notice of such insufficiency or unpaid
expense, the Master Servicer shall request the related Seller to make such
payment by deposit to the Certificate Account.

     In the case of a Specially Serviced Mortgage Loan, the Master Servicer
shall process any defeasance of such Specially Serviced Mortgage Loan in
accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

     (i) The Master Servicer shall, as to each Mortgage Loan which is secured by
the interest of the related Mortgagor under a ground lease, confirm whether or
not on or prior to the date that is thirty (30) days after the Closing Date, the
Seller has notified the related ground lessor of the transfer of such Mortgage
Loan to the Trust pursuant to this Agreement and informed such ground lessor
that any notices of default under the related Ground Lease should thereafter be
forwarded to the Master Servicer (as evidenced by delivery of a copy thereof to
the Master Servicer). The Master Servicer shall promptly notify the ground
lessor if the Seller has failed to do so by the thirtieth day after the Closing
Date.


                                     -188-

<PAGE>

     (j) Pursuant to the related Intercreditor Agreement, the owner of any B
Note has agreed that the Master Servicer and the Special Servicer are authorized
and obligated to service and administer the B Note pursuant to this Agreement.
The Master Servicer shall be entitled, during any period when the A Note and B
Note under any A/B Mortgage Loan do not constitute Specially Serviced Mortgage
Loans, to exercise the rights and powers granted under the related Intercreditor
Agreement to the "Note A Holder" and/or the "Servicer" referred to therein. For
the avoidance of doubt, the parties acknowledge that neither the Master Servicer
nor the Special Servicer shall be entitled or required to exercise the rights
and powers granted to any "Note B Holder" as defined under the related
Intercreditor Agreement.

     (k) Pursuant to the applicable Non-Serviced Mortgage Loan Intercreditor
Agreement, the owner of any Non-Serviced Mortgage Loan has agreed that such
owner's rights in, to and under such Non-Serviced Mortgage Loan are subject to
the servicing and all other rights of the applicable Non-Serviced Mortgage Loan
Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer,
and the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer are authorized and obligated to
service and administer such Non-Serviced Mortgage Loan pursuant to the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement. Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that
the Master Servicer's obligations and responsibilities hereunder and the Master
Servicer's authority with respect to any Non-Serviced Mortgage Loan are limited
by and subject to the terms of the related Non-Serviced Mortgage Loan
Intercreditor Agreement and the rights of the applicable Non-Serviced Mortgage
Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special
Servicer with respect thereto under the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement. The Master Servicer shall use reasonable best
efforts consistent with the Servicing Standard to monitor the servicing of any
Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master
Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer pursuant
to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and
shall enforce the rights of the Trustee (as holder of the Non-Serviced Mortgage
Loans) under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement.
The Master Servicer shall take such actions as it shall deem reasonably
necessary to facilitate the servicing of any Non-Serviced Mortgage Loan by the
applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer including, but not limited to,
delivering appropriate Requests for Release to the Trustee and Custodian (if
any) in order to deliver any portion of the related Mortgage File to the
applicable Non-Serviced Mortgage Loan Master Servicer or applicable Non-Serviced
Mortgage Loan Special Servicer under the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement.


     (l) Pursuant to the Loan Pair Intercreditor Agreement, the owner of the
WestShore Plaza Companion Loan has agreed that the Master Servicer and the
Special Servicer are authorized and obligated to service and administer the
WestShore Plaza Companion Loan pursuant to this Agreement. The Master Servicer,
the Special Servicer, the Trustee and the Fiscal Agent are authorized and
directed to execute and deliver to the holder of the WestShore Plaza Companion
Loan a letter agreement dated as of the Closing Date setting forth provisions as
to, among other things, the timing of remittances, advances and reports relating
to the WestShore Plaza Companion Loan, and references herein to the Loan Pair
Intercreditor Agreement shall be construed to refer to such Loan Pair
Intercreditor Agreement and such letter agreement taken


                                     -189-

<PAGE>

together. To the extent that the Master Servicer, the Special Servicer, the
Trustee and/or the Fiscal Agent have duties and obligations under any such
letter agreement, each successor master servicer, successor special servicer,
successor trustee and/or successor fiscal agent, respectively, under this
Agreement shall perform such duties and satisfy such obligations.

     SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING.

     (a) The parties hereto (A) acknowledge that the Master Servicer has
delegated certain of its obligations and assigned certain of its rights under
this Agreement to each of the Primary Servicers pursuant to the applicable
Primary Servicing Agreements; and (B) agree: (1) in addition to those
obligations specifically delegated by the Master Servicer to each Primary
Servicer under the applicable Primary Servicing Agreement, each Primary Servicer
shall also perform the Master Servicer's obligations set forth in Section 2.1(d)
of this Agreement as such Section relates to the Mortgage Loans serviced by it;
(2) in addition to those rights specifically granted by the Master Servicer to
each Primary Servicer under the applicable Primary Servicing Agreement, those
rights set forth in Section 8.24 hereof accruing to the benefit of the Master
Servicer shall also accrue to the benefit of each Primary Servicer; (3) any
indemnification or release from liability set forth in this Agreement accruing
to the benefit of the Master Servicer shall also, to the extent applicable,
benefit each Primary Servicer; and (4) for each notice, certification, report,
schedule, statement or other type of writing that a party hereto is obligated to
deliver to the Master Servicer, such party shall deliver to each Primary
Servicer a copy of such notice, certification, report, schedule, statement or
other type of writing at the time and in the same manner that any of the
foregoing is required to be delivered to the Master Servicer. Notwithstanding
the provisions of any Primary Servicing Agreement or any other provisions of
this Agreement, the Master Servicer shall remain obligated and liable to the
Trustee, the Paying Agent, the Special Servicer, the Certificateholders, the
holder of the WestShore Plaza Companion Loan and the holder of any B Note for
servicing and administering of the Mortgage Loans and the WestShore Plaza
Companion Loan in accordance with the provisions of this Agreement to the same
extent as if the Master Servicer was alone servicing and administering the
Mortgage Loans and the WestShore Plaza Companion Loan. The Master Servicer or
applicable Primary Servicer shall supervise, administer, monitor, enforce and
oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer
appointed by it. The terms of any arrangement or agreement between the Master
Servicer or applicable Primary Servicer and a Sub-Servicer shall provide that
such agreement or arrangement may be terminated, without cause and without the
payment of any termination fees, by the Trustee in the event such Master
Servicer or applicable Primary Servicer is terminated in accordance with this
Agreement or the applicable Primary Servicing Agreement. In addition, none of
the Trustee, the Paying Agent, the Certificateholders, the holder of the
WestShore Plaza Companion Loan or the holder of any B Note shall have any direct
obligation or liability (including, without limitation, indemnification
obligations) with respect to any Sub-Servicer. The Master Servicer or applicable
Primary Servicer shall pay the costs of enforcement against any of its
Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from
a general recovery resulting from such enforcement only to the extent that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed. Notwithstanding the provisions
of any primary servicing agreement or sub-servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer or applicable Primary Servicer or a Sub-Servicer, or reference
to actions taken through a Sub-Servicer or



                                     -190-

<PAGE>

otherwise, the Master Servicer or applicable Primary Servicer shall remain
obligated and liable to the Trustee, the Paying Agent, the Special Servicer and
the Certificateholders for the servicing and administering of the applicable
Mortgage Loans and the WestShore Plaza Companion Loan in accordance with (and
subject to the limitations contained within) the provisions of this Agreement or
the applicable Primary Servicing Agreement without diminution of such obligation
or liability by virtue of indemnification from a Sub-Servicer and to the same
extent and under the same terms and conditions as if the Master Servicer or
applicable Primary Servicer alone were servicing and administering the Mortgage
Loans.

     (b) Subject to the limitations of subsection (a), the Master Servicer and
either Primary Servicer may appoint one or more sub-servicers (each, a
"Sub-Servicer") to perform all or any portion of its duties hereunder for the
benefit of the Trustee and the Certificateholders, provided, however, that any
decision or recommendation involving the exercise of a Primary Servicer's
discretion as a "lender" under any loan document with respect to a Mortgage Loan
shall be exercised only by the Primary Servicer and may not be delegated to a
Sub-Servicer.

     The Master Servicer shall enter into the Primary Servicing Agreements with
each of the Primary Servicers and shall not terminate such agreements except in
accordance with the terms thereof. To the extent consistent with the rights of
the Primary Servicers under this Agreement and the related Primary Servicing
Agreement, but not in limitation of any other rights granted to the Primary
Servicers in this Agreement and/or in each of the Primary Servicing Agreements,
the Primary Servicers shall have all of the rights and obligations of a
Sub-Servicer set forth herein.

     Notwithstanding any other provision set forth in this Agreement to the
contrary, (i) each Primary Servicer's rights and obligations under its
respective Primary Servicing Agreement shall expressly survive a termination of
the Master Servicer's servicing rights under this Agreement; provided that the
applicable Primary Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor Master Servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to each of the then
current Primary Servicing Agreements without further action upon becoming the
successor Master Servicer and (iii) this Agreement may not be modified in any
manner which would increase the obligations or limit the rights of a Primary
Servicer hereunder and/or under the applicable Primary Servicing Agreement,
without the prior written consent of such Primary Servicer (which consent shall
not be unreasonably withheld).

     If a task, right or obligation of Master Servicer is delegated to a Primary
Servicer under a Primary Servicing Agreement, and such task, right or obligation
involves or requires the consent of the Special Servicer, then the Special
Servicer shall accept the performance of such task, right or obligation by such
Primary Servicer in accordance with the terms of this Agreement (including
without limitation any time periods for consent or deemed consent to be observed
by the Special Servicer) as if Master Servicer were performing it.

     Notwithstanding any provision of this Agreement, each of the parties hereto
acknowledges and agrees that the Special Servicer is neither a party to any
Primary Servicing Agreement, nor is it bound by any provision of any Primary
Servicing Agreement. The Special



                                     -191-

<PAGE>

Servicer hereby acknowledges the delegation of rights and duties hereunder by
the Master Servicer pursuant to the provisions of any Primary Servicing
Agreement.

     SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master Servicer and any
Primary Servicer and any agent of the Master Servicer or Primary Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Master Servicer or such
agent. Any such interest of the Master Servicer or any Primary Servicer or such
agent in the Certificates shall not be taken into account when evaluating
whether actions of the Master Servicer are consistent with its obligations in
accordance with the Servicing Standard regardless of whether such actions may
have the effect of benefiting the Class or Classes of Certificates owned by the
Master Servicer.

     SECTION 8.6 MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES AND
OTHER. Subject to the limitations set forth below, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain for each Mortgage Loan (other than any REO Mortgage Loan)
(A) a Standard Hazard Insurance Policy (that, if the terms of the related
Mortgage Loan documents and the related Mortgage so require, contains no
exclusion for damages due to any Act or Acts of Terrorism, as defined in the
Terrorism Risk Insurance Act of 2002) and which does not provide for reduction
due to depreciation in an amount that is at least equal to the lesser of (i) the
full replacement cost of improvements securing such Mortgage Loan or (ii) the
outstanding Principal Balance of such Mortgage Loan, any related B Note or the
WestShore Plaza Companion Loan, but, in any event, in an amount sufficient to
avoid the application of any co-insurance clause and (B) any other insurance
coverage for a Mortgage Loan which the related Mortgagor is required to maintain
under the related Mortgage, provided the Master Servicer shall not be required
to maintain earthquake insurance on any Mortgaged Property unless such insurance
was required at origination and is available at commercially reasonable rates;
provided, however, that the Special Servicer shall have the right, but not the
duty, to obtain, at the Trust's expense, earthquake insurance on any Mortgaged
Property securing a Specially Serviced Mortgage Loan or an REO Property so long
as such insurance is available at commercially reasonable rates. If the related
Mortgagor does not maintain the insurance set forth in clauses (A) and (B)
above, then the Master Servicer shall cause to be maintained such insurance with
a Qualified Insurer. The Master Servicer shall be deemed to have satisfied its
Servicing Standard if the Mortgagor maintains, or the Master Servicer shall have
otherwise caused to be obtained, a Standard Hazard Insurance Policy that is in
compliance with the related Mortgage Loan documents, and, if required by such
Mortgage Loan documents, the Mortgagor pays, or the Master Servicer shall have
otherwise caused to be paid, the premium required by the related insurance
provider that is necessary to avoid an exclusion in such policy against "acts of
terrorism" as defined by the Terrorism Risk Insurance Act of 2002.

     Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be



                                     -192-

<PAGE>

maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the
improvements on the Mortgaged Property are located is participating in such
program. Any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the terms of the applicable Mortgage Loan) shall be
deposited in the Certificate Account.

     Any cost (such as insurance premiums and insurance broker fees but not
internal costs and expenses of obtaining such insurance) incurred by the Master
Servicer in maintaining any insurance pursuant to this Section 8.6 shall not,
for the purpose of calculating monthly distributions to the Certificateholders
or remittances to the Paying Agent for their benefit, be added to the Principal
Balance of the Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan permit such cost to be added to the outstanding Principal Balance thereof.
Such costs shall be paid as a Servicing Advance by the Master Servicer, subject
to Section 4.4 hereof.

     Notwithstanding the above, the Master Servicer shall have no obligation
beyond using its reasonable efforts consistent with the Servicing Standard to
enforce such insurance requirements. Furthermore, the Master Servicer shall not
be required in any event to cause the Mortgagor to maintain or itself obtain
insurance coverage beyond what is available on commercially reasonable terms at
a cost customarily acceptable (in each case, as determined by the Master
Servicer, which shall be entitled to rely, at its sole expense, on insurance
consultants in making such determination, consistent with the Servicing
Standard) and consistent with the Servicing Standard; provided, that the Master
Servicer shall be obligated to cause the Mortgagor to maintain or itself obtain
insurance against property damage resulting from terrorism or similar acts if
the terms of the related Mortgage Loan documents and the related Mortgage so
require unless the Master Servicer determines that (i) such insurance is not
available at any rate or (ii) such insurance is not available at commercially
reasonable rates and such hazards are not at the time commonly insured against
for properties similar to the related Mortgaged Property and located in or
around the region in which such related Mortgaged Property is located; provided,
that such determination must be made by the Master Servicer not less frequently
(but need not be made more frequently) than annually, but in any event, shall be
made on the approximate date on (but not later than sixty (60) days thereafter)
which the Master Servicer receives notice of the renewal, replacement or
cancellation of coverage (as evidenced by the related insurance policy or
insurance certificate). Notwithstanding the limitation set forth in the
preceding sentence, if the related Mortgage Loan documents and the related
Mortgage require the Mortgagor to maintain insurance against property damage
resulting from terrorism or similar acts, the Master Servicer shall prior to
availing itself of any limitation described in that sentence with respect to any
Mortgage Loan (or any component loan of an A/B Mortgage Loan) that has a
principal balance in excess of $2,500,000, obtain the approval or disapproval of
the Special Servicer and the Operating Adviser (subject to the last paragraph of
Section 9.39). The Master Servicer shall be entitled to rely on the
determination of the Special Servicer made in connection with such approval or
disapproval. The Special Servicer shall decide whether to withhold or grant such
approval in accordance with the Servicing Standard. If any such approval has not
been expressly denied within seven (7) Business Days of receipt by the Special
Servicer and Operating Adviser from the Master Servicer of the Master Servicer's
determination and analysis and all information


                                     -193-

<PAGE>

reasonably requested by the Special Servicer and reasonably available to the
Master Servicer in order to make an informed decision, such approval shall be
deemed to have been granted.

     The Master Servicer shall conclusively be deemed to have satisfied its
obligations as set forth in this Section 8.6 either (i) if the Master Servicer
shall have obtained and maintained a master force placed or blanket insurance
policy insuring against hazard losses on all of the applicable Mortgage Loans,
the WestShore Plaza Companion Loan and any B Note serviced by it, it being
understood and agreed that such policy may contain a deductible clause on terms
substantially equivalent to those commercially available and maintained by
comparable servicers consistent with the Servicing Standard, and provided that
such policy is issued by a Qualified Insurer or (ii) if the Master Servicer,
provided that its long-term rating is not less than "A2" by Moody's and "A" by
Fitch, self-insures for its obligations as set forth in the first paragraph of
this Section 8.6. In the event that the Master Servicer shall cause any Mortgage
Loan to be covered by such a master force placed or blanket insurance policy,
the incremental cost of such insurance allocable to such Mortgage Loan (i.e.,
other than any minimum or standby premium payable for such policy whether or not
any Mortgage Loan is then covered thereby), if not borne by the related
Mortgagor, shall be paid by the Master Servicer as a Servicing Advance. If such
policy contains a deductible clause, the Master Servicer shall, if there shall
not have been maintained on the related Mortgaged Property a policy complying
with this Section 8.6 and there shall have been a loss that would have been
covered by such policy, deposit in the Certificate Account the amount not
otherwise payable under such master force placed or blanket insurance policy
because of such deductible clause to the extent that such deductible exceeds (i)
the deductible under the related Mortgage Loan or (ii) if there is no deductible
limitation required under the Mortgage Loan, the deductible amount with respect
to insurance policies generally available on properties similar to the related
Mortgaged Property which is consistent with the Servicing Standard, and deliver
to the Trustee an Officer's Certificate describing the calculation of such
amount. In connection with its activities as administrator and servicer of the
Mortgage Loans, the WestShore Plaza Companion Loan and any B Note, the Master
Servicer agrees to present, on its behalf and on behalf of the Trustee and the
holders of the WestShore Plaza Companion Loan or any B Note, claims under any
such master force placed or blanket insurance policy.

     With respect to each Mortgage Loan, the Master Servicer shall maintain
accurate records with respect to each related Mortgaged Property reflecting the
status of taxes, assessments and other similar items that are or may become a
lien on the related Mortgaged Property and the status of insurance premiums
payable with respect thereto. From time to time, the Master Servicer (other than
with respect to REO Mortgage Loans) shall (i) obtain all bills for the payment
of such items (including renewal premiums), and (ii) except in the case of
Mortgage Loans under which Escrow Amounts are not held by the Master Servicer,
effect payment of all such bills, taxes and other assessments with respect to
such Mortgaged Properties prior to the applicable penalty or termination date,
in each case employing for such purpose Escrow Amounts as allowed under the
terms of the related Mortgage Loan. If a Mortgagor fails to make any such
payment on a timely basis or collections from the Mortgagor are insufficient to
pay any such item before the applicable penalty or termination date, the Master
Servicer in accordance with the Servicing Standard shall use its reasonable
efforts to pay as a Servicing Advance the amount necessary to effect the payment
of any such item prior to such penalty or termination date, subject to Section
4.4 hereof. No costs incurred by the Master Servicer, the Trustee or the Fiscal
Agent as the case may be, in effecting the payment of taxes and assessments on
the


                                     -194-

<PAGE>

Mortgaged Properties and related insurance premiums and ground rents shall, for
the purpose of calculating distributions to Certificateholders, be added to the
Principal Balance of the Mortgage Loans, notwithstanding that the terms of such
Mortgage Loans permit such costs to be added to the outstanding Principal
Balances of such Mortgage Loans.

     SECTION 8.7 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
DUE-ON-ENCUMBRANCE CLAUSE.

     (a) In the event the Master Servicer receives a request from a Mortgagor
(or other obligor) pursuant to the provisions of any Mortgage Loan, the
WestShore Plaza Companion Loan or any B Note (other than a Specially Serviced
Mortgage Loan) that expressly permits, subject to any conditions set forth in
the Mortgage Loan documents, the assignment of the related Mortgaged Property
to, and assumption of such Mortgage Loan, the WestShore Plaza Companion Loan or
B Note by, another Person, the Master Servicer shall obtain relevant information
for purposes of evaluating such request. For the purpose of the foregoing
sentence, the term `expressly permits' shall include outright permission to
assign, permission to assign upon satisfaction of certain conditions or
prohibition against assignment except upon the satisfaction of stated
conditions. If the Master Servicer recommends to approve such assignment, the
Master Servicer shall provide to the Special Servicer (and solely with respect
to any A/B Mortgage Loan, the holder of the B Note) a copy of such
recommendation and the materials upon which such recommendation is based (which
information shall consist of the information to be included in the Assignment
and Assumption Submission to Special Servicer, in the form attached hereto as
Exhibit U) and (A) the Special Servicer shall have the right hereunder to grant
or withhold consent to any such request for such assignment and assumption in
accordance with the terms of the Mortgage Loan, the WestShore Plaza Companion
Loan or B Note and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Assignment and Assumption Submission to Special Servicer on
which the recommendation is based, of its determination to grant or withhold
such consent shall be deemed to constitute a grant of such consent and (C) the
Master Servicer shall not permit any such assignment or assumption unless (i) it
has received the written consent of the Special Servicer or such consent has
been deemed to have been granted as described in the preceding sentence and (ii)
with respect to any A/B Mortgage Loan, the Master Servicer has obtained the
approval of the holder of the related B Note, to the extent provided for in the
related Intercreditor Agreement, and in accordance with any procedures therefor
set forth in Section 9.40. The Special Servicer hereby acknowledges the
delegation of rights and duties hereunder by the Master Servicer pursuant to the
provisions of each Primary Servicing Agreement. If the Special Servicer
withholds consent pursuant to the provisions of this Agreement, it shall provide
the Master Servicer or any applicable Primary Servicer with a written statement
and a verbal explanation as to its reasoning and analysis. Upon consent or
deemed consent by the Special Servicer to such proposed assignment and
assumption, the Master Servicer shall process such request of the related
Mortgagor (or other obligor) and shall be authorized to enter into an assignment
and assumption or substitution agreement with the Person to whom the related
Mortgaged Property has been or is proposed to be conveyed, and/or release the
original Mortgagor, the WestShore Plaza Companion Loan or B Note from liability
under the related Mortgage Loan, the WestShore



                                     -195-

<PAGE>

Plaza Companion Loan or the related B Note and substitute as obligor thereunder
the Person to whom the related Mortgaged Property has been or is proposed to be
conveyed; provided, however, that the Master Servicer shall not enter into any
such agreement to the extent that any terms thereof would result in an Adverse
REMIC Event or create any lien on a Mortgaged Property that is senior to, or on
parity with, the lien of the related Mortgage. To the extent permitted by
applicable law, the Master Servicer shall not enter into such an assumption or
substitution agreement unless the credit status of the prospective new Mortgagor
(or other obligor) is in conformity to the terms of the related Mortgage Loan, B
Note or the WestShore Plaza Companion Loan documents. In making its
recommendation, the Master Servicer shall evaluate such conformity in accordance
with the Servicing Standard. The Master Servicer shall notify the Trustee, the
Paying Agent and the Special Servicer of any assignment and assumption or
substitution agreement executed pursuant to this Section 8.7(a). The Master
Servicer shall be entitled to (as additional servicing compensation) 50% of any
assumption fee collected from a Mortgagor in connection with an assignment and
assumption or substitution of a non-Specially Serviced Mortgage Loan executed
pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to
(as additional special servicing compensation) the other 50% of such fee.


     Notwithstanding the foregoing, the Special Servicer acknowledges that the
Master Servicer has delegated certain tasks, rights and obligations to the
Primary Servicers with respect to Post Closing Requests (as defined in the
Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreement), in which each
Primary Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

     With respect to a Category 1 Request that involves a condition, term or
provision that requires, or specifies a standard of, consent or approval of the
applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing
Agreements provide for the determination of materiality of such condition, term
or provision requiring approval or consent by the Master Servicer or the Primary
Servicer and the referral of such condition, term or provision to a Special
Servicer for consent in accordance with the terms of the Primary Servicing
Agreements upon a determination of materiality. The Special Servicer
acknowledges such provisions. Nothing in this Agreement, however, shall grant
the Primary Servicers greater authority, discretion or delegated rights over
Post Closing Requests than are set forth in the Primary Servicing Agreements.

     Neither the Master Servicer nor the Special Servicer shall have any
liability, and shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for
assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

     (b) Other than with respect to the assignment and assumptions referred to
in subsection (a) above, if any Mortgage Loan that is not a Specially Serviced
Mortgage Loan contains a provision in the nature of a "due-on-sale" clause,
which by its terms (i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other transfer of an
interest in the related Mortgaged Property or ownership interest in the



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<PAGE>

related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed,
or ownership interests in the related Mortgagor may not be transferred, without
the consent of the related mortgagee in connection with any such sale or other
transfer, then, the Master Servicer shall review and make a determination to
either (i) enforce such due-on-sale clause or (ii) if in the best economic
interest of the Trust, waive the effect of such provision, such waiver to be
processed in the same manner as in Section 8.7(a); provided, however, that if
the Principal Balance of such Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) at such time equals or exceeds 5% of
the Aggregate Certificate Balance or exceeds $35,000,000 or is one of the then
current top 10 loans (by Principal Balance) in the pool, then prior to waiving
the effect of such provision, the Master Servicer shall obtain Rating Agency
Confirmation (including with respect to any securities which are rated by a
Rating Agency evidencing direct beneficial interests in the A Notes and any B
Note) regarding such waiver. In connection with the request for such consent,
the Master Servicer shall prepare and deliver to Moody's and Fitch a memorandum
outlining its analysis and recommendation in accordance with the Servicing
Standard, together with copies of all relevant documentation. The Master
Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Special Servicer, the Paying
Agent and the Trustee, and the Master Servicer shall promptly thereafter forward
such documents to the Rating Agencies. The Special Servicer and the Master
Servicer shall each be entitled to (as additional compensation) 50% of any fee
collected from a Mortgagor in connection with the granting or withholding such
consent (other than any such fee payable in connection with any Non-Serviced
Mortgage Loan).

     (c) The Master Servicer shall have the right to consent to any transfers of
an interest of a Mortgagor, to the extent such transfer is to a party or entity
specifically named or described under the terms of the related Mortgage Loan,
including any consent to transfer to any subsidiary or affiliate of Mortgagor or
to a person acquiring less than a majority interest in the Mortgagor; provided,
however, that if (i) the Principal Balance of such Mortgage Loan (together with
any other Mortgage Loan with which it is cross-collateralized) at such time
equals or exceeds 5% of the Aggregate Certificate Balance or is one of the then
current top 10 loans (by Principal Balance) in the pool, and (ii) the transfer
is of an interest in the Mortgagor greater than 49%, then prior to consenting,
the Master Servicer shall obtain a Rating Agency Confirmation regarding such
consent, the costs of which to be payable by the related Mortgagor to the extent
provided for in the Mortgage Loan documents. The Master Servicer shall be
entitled to collect and receive from Mortgagors any customary fees in connection
with such transfers of interest as additional servicing compensation.

     (d) The Trustee for the benefit of the Certificateholders, the holder of
the WestShore Plaza Companion Loan and the holder of any B Note shall execute
any necessary instruments in the form presented to it by the Master Servicer
(pursuant to subsection (a)) or the Special Servicer (pursuant to subsection
(b)) for such assignments and assumptions agreements. Upon the closing of the
transactions contemplated by such documents, the Master Servicer or the Special
Servicer, as the case may be, shall cause the originals of the assignment and
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Loan to be delivered to the Trustee except to the extent such
documents have been submitted to the recording office, in which event the Master
Servicer shall promptly deliver copies of such documents to the Trustee and the
Special Servicer.



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     (e) If any Mortgage Loan (other than a Specially Serviced Mortgage Loan)
which contains a provision in the nature of a "due-on-encumbrance" clause, which
by its terms:

         (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the creation of any additional lien or other
encumbrance on the related Mortgaged Property or a lien on an ownership interest
in the Mortgagor; or

         (ii) requires the consent of the Mortgagee to the creation of any such
additional lien or other encumbrance on the related Mortgaged Property or a lien
on an ownership interest in the Mortgagor,

then, as long as such Mortgage Loan is included in the Trust, the Master
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard, the following
paragraph and Section 8.18 hereof. The Master Servicer shall not waive the
effect of such provision without first obtaining Rating Agency Confirmation
(including with respect to any securities which are rated by a Rating Agency
evidencing direct beneficial interests in the A Notes and any B Note) regarding
such waiver and complying with the provisions of the next succeeding paragraph;
provided, however, that such Rating Agency Confirmation shall only be required
if the applicable Mortgage Loan (x) represents 2% or more of the Principal
Balance of all of the Mortgage Loans held by the Trust or is one of the 10
largest Mortgage Loans based on Principal Balance and (y) such Mortgage Loan has
a Loan-to-Value Ratio (which includes Junior Indebtedness, if any) that is
greater than or equal to 85% and a Debt Service Coverage Ratio (which includes
debt service on Junior Indebtedness, if any) that is less than 1.2x.

     Without limiting the generality of the preceding paragraph, in the event
that the Master Servicer receives a request for a waiver of any "due-on-
encumbrance" clause, the Master Servicer shall obtain relevant information for
purposes of evaluating such request for a waiver. If the Master Servicer
recommends to waive such clause, the Master Servicer shall provide to the
Special Servicer a copy of such recommendation and the materials upon which such
recommendation is based (which information shall consist of the information to
be included in the Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer, in the form attached hereto as
Exhibit V) and (A) the Special Servicer shall have the right hereunder to grant
or withhold consent to any such request in accordance with the terms of the
Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall provide the Master Servicer with a written
statement


                                     -198-

<PAGE>

and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the Special Servicer to such proposed waiver, the
Master Servicer shall process such request of the related Mortgagor subject to
the other requirements set forth above.

     The parties hereto acknowledge that, if the payments described in paragraph
39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses of obtaining
any Rating Agency Confirmation in connection with an assumption of the related
Mortgage Loan are insufficient to reimburse the Trust, then it shall be the sole
obligation of the related Seller to pay an amount equal to such insufficiency to
the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such insufficiency, the Master Servicer or the Special
Servicer, as applicable, shall request the related Seller to make such payment
by deposit to the Certificate Account. The Master Servicer may not waive such
payment by the Mortgagor and shall use its reasonable efforts to collect such
amounts from the Mortgagor to the extent the related mortgage loan documents
require the related Mortgagor to pay such amounts.

     SECTION 8.8 TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES. Upon
the payment in full of any Mortgage Loan, the complete defeasance of a Mortgage
Loan, satisfaction or discharge in full of any Specially Serviced Mortgage Loan,
the purchase of an A Note by the holder of a B Note pursuant to the related
Intercreditor Agreement, or the receipt by the Master Servicer of a notification
that payment in full (or such payment, if any, in connection with the
satisfaction and discharge in full of any Specially Serviced Mortgage Loan) will
be escrowed in a manner customary for such purposes, and upon notification by
the Master Servicer in the form of a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited) of a Servicing Officer
and a request for release of the Trustee Mortgage File in the form of Exhibit C
hereto the Trustee shall promptly release the related Trustee Mortgage File to
the Master Servicer and the Trustee shall execute and deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of
mortgage or such instrument releasing the lien of the Mortgage, as directed by
the Master Servicer together with the Mortgage Note with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall
not, in any manner, limit or impair the right of the Master Servicer to execute
and deliver, on behalf of the Trustee, the Certificateholders, the holder of the
WestShore Plaza Companion Loan, the holder of any B Note or any of them, any and
all instruments of satisfaction, cancellation or assignment without recourse,
representation or warranty, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans, the WestShore
Plaza Companion Loan or any B Note, and with respect to the Mortgaged Properties
held for the benefit of the Certificateholders, the holder of the WestShore
Plaza Companion Loan and the holder of any B Note. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Distribution Account but shall be paid by the Master Servicer
except to the extent that such expenses are paid by the related Mortgagor in a
manner consistent with the terms of the related Mortgage and applicable law.
From time to time and as shall be appropriate for the servicing of any Mortgage
Loan, including for such purpose, collection under any policy of flood
insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the
purposes of effecting a partial or total release of any Mortgaged Property from
the lien of the Mortgage or the making of any corrections to the Mortgage Note
or the Mortgage or any of the other documents included in the Trustee Mortgage
File, the Trustee


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<PAGE>

shall, upon request of the Master Servicer and the delivery to the Trustee of a
Request for Release signed by a Servicing Officer, in the form of Exhibit C
hereto, release the Trustee Mortgage File to the Master Servicer or the Special
Servicer, as the case may be.

     SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS.

     Notwithstanding any other provisions of this Agreement, the Master Servicer
shall transmit to the Trustee, to the extent required by this Agreement, all
documents and instruments coming into the possession of the Master Servicer from
time to time and shall account fully to the Trustee and the Paying Agent for any
funds received or otherwise collected thereby, including Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files
and funds collected or held by, or under the control of, the Master Servicer in
respect of any Mortgage Loans (or any B Note or the WestShore Plaza Companion
Loan), whether from the collection of principal and interest payments or from
Liquidation Proceeds or Insurance Proceeds, including any funds on deposit in
the Certificate Account (or any A/B Loan Custodial Account or the WestShore
Plaza Companion Loan Custodial Account), shall be held by the Master Servicer
for and on behalf of the Trustee and the Certificateholders (or the holder of
any B Note or the WestShore Plaza Companion Loan, as applicable) and shall be
and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Master Servicer agrees that it
shall not create, incur or subject any Servicer Mortgage Files or Trustee
Mortgage File or any funds that are deposited in the Certificate Account or any
Escrow Account, or any funds that otherwise are or may become due or payable to
the Trustee or the Paying Agent, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of setoff against any Servicer Mortgage
Files or Trustee Mortgage File or any funds collected on, or in connection with,
a Mortgage Loan, except, however, that the Master Servicer shall be entitled to
receive from any such funds any amounts that are properly due and payable to the
Master Servicer under this Agreement.

     SECTION 8.10 SERVICING COMPENSATION.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to the Master Servicing Fee, which shall be payable by the Trust
from amounts held in the Certificate Account (and from the related A/B Loan
Custodial Account to the extent related solely to a B Note and from the
WestShore Plaza Companion Loan Custodial Account to the extent related solely to
the WestShore Plaza Companion Loan) or otherwise collected from the Mortgage
Loans as provided in Section 5.2. The Master Servicer shall be required to pay
to each Primary Servicer its related Primary Servicing Fees, which shall be
payable by the Trust from amounts as provided in Section 5.1(c), unless retained
by the Primary Servicers from amounts transferred to the Master Servicer in
accordance with the terms of the Primary Servicing Agreements. The Master
Servicer shall be required to pay to the holders of the rights to the Excess
Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust
as provided in Section 5.1(c), unless otherwise retained by the holders of such
rights. Notwithstanding anything herein to the contrary, if any of the holders
of the right to receive Excess Servicing Fees resigns or is no longer Master
Servicer or Primary Servicer, as applicable, for any reason, it will continue to
have the right to receive its portion of the Excess Servicing


                                     -200-

<PAGE>

Fee, and any of the holders of the right to receive Excess Servicing Fees shall
have the right to assign its portion of the Excess Servicing Fee, whether or not
it is then acting as Master Servicer or Primary Servicer hereunder. The Master
Servicer shall also be entitled to the Primary Servicing Fee, which shall be
payable by the Trust from amounts held in the Certificate Account (or a
sub-account thereof) or otherwise collected from the Mortgage Loans as provided
in Section 5.2, provided that the Primary Servicing Fee payable to the Master
Servicer shall only be collected from the Mortgage Loans set forth on Schedule
III and Schedule V, except as provided in Section 8.28(b).

     (b) Additional servicing compensation in the form of assumption fees,
extension fees, servicing fees, default interest (excluding default interest
allocable to any B Note if the holder of the B Note has cured the related
default pursuant to the terms of the related Intercreditor Agreement) payable at
a rate above the Mortgage Rate (net of any amount used to pay Advance Interest),
Modification Fees, forbearance fees, Late Fees (net of Advance Interest)
(excluding Late Fees allocable to any B Note if the holder of the B Note has
cured the related default pursuant to the terms of the related Intercreditor
Agreement) or other usual and customary charges and fees actually received from
Mortgagors shall be retained by the Master Servicer, provided that the Master
Servicer shall be entitled to (i) receive 50% of assumption fees collected on
Mortgage Loans as provided in Section 8.7(a), (ii) Modification Fees as provided
in Section 8.18 hereof, and (iii) 100% of any extension fees collected from the
related Mortgagor in connection with the extension of the Maturity Date of any
Mortgage Loan as provided in Section 8.18; provided, however, that the Master
Servicer shall not be entitled to any such fees in connection with any Specially
Serviced Mortgage Loans or any Non-Serviced Mortgage Loan. If the Master
Servicer collects any amount payable to the Special Servicer hereunder in
connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the
Master Servicer shall promptly remit such amount to the Special Servicer as
provided in Section 5.2. The Master Servicer shall be required to pay all
applicable expenses incurred by it in connection with its servicing activities
hereunder.

     (c) Notwithstanding any other provision herein, with respect to any
Distribution Date, the Master Servicing Fee for each monthly period relating to
such Distribution Date (together with any investment income earned prior to such
Distribution Date on Principal Prepayments as to which Prepayment Interest
Shortfalls were incurred with respect to such Distribution Date) shall be
reduced by an amount equal to the Compensating Interest (if any) relating to
Mortgage Loans which are not Specially Serviced Mortgage Loans for such
Determination Date.

     (d) The Master Servicer shall also be entitled to additional servicing
compensation of (i) an amount equal to the excess, if any, of the aggregate
Prepayment Interest Excess relating to Mortgage Loans which are not Specially
Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment
Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii)
interest or other income earned on deposits in the Certificate Account and the
Distribution Account (but only to the extent of the net investment earnings, if
any, with respect to each such account), and, (iii) to the extent not required
to be paid to any Mortgagor under applicable law, any interest or other income
earned on deposits in the Escrow Accounts.



                                     -201-

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     SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.

     (a) For each Distribution Date, (i) the Master Servicer shall deliver to
the Paying Agent, (or with respect to the WestShore Plaza Companion Loan, to the
holder thereof or its servicer), no later than 1:00 p.m., New York City time, on
the related Report Date, the Master Servicer Remittance Report with respect to
such Distribution Date including any information regarding prepayments made
pursuant to Section 5.2(b) and (ii) the Master Servicer shall report to the
Paying Agent on the related Advance Report Date, the amount of the P&I Advance,
if any, to be made by the Master Servicer on the related Master Servicer
Remittance Date. The Special Servicer is required to provide all applicable
information relating to Specially Serviced Mortgage Loans in order for the
Master Servicer to satisfy its duties in this Section 8.11. The Master Servicer
Remittance Report shall be updated no later than 2:00 p.m. on the second
Business Day prior to the Distribution Date to reflect any payment on a Mortgage
Loan, the WestShore Plaza Companion Loan or a B Note for which the Scheduled
Payment is paid on a Due Date (or within its grace period) that occurs after the
end of the related Collection Period.

     (b) The Master Servicer shall deliver to the Trustee, the Paying Agent and
the Special Servicer within 30 days following each Distribution Date a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Certificate Account, and shall
deliver to each holder of a B Note and the WestShore Plaza Companion Loan within
30 days following each Distribution Date a statement setting forth the status of
the related A/B Loan Custodial Account and the WestShore Plaza Companion Loan
Custodial Account, as of the close of business on such Distribution Date
showing, for the period covered by such statement, the aggregate of transfers in
and transfers from or deposits in or withdrawals from such A/B Loan Custodial
Account or WestShore Plaza Companion Loan Custodial Account, as applicable.

     (c) The Master Servicer shall promptly inform the Special Servicer of the
name, account number, location and other necessary information concerning the
Certificate Account in order to permit the Special Servicer to make deposits
therein.

     (d) Reserved

     (e) The Master Servicer shall deliver a copy of any reports or information
delivered to the Trustee or the Paying Agent pursuant to subsection (a) or
subsection (b) of this Section 8.11 to the Depositor, the Special Servicer, the
Operating Adviser and each Rating Agency, in each case upon request by such
Person and only to the extent such reports and information are not otherwise
required to be delivered to such Person under any provision of this Agreement.

     (f) Notwithstanding any provision of this Agreement to the contrary, the
Master Servicer shall not have any obligation (other than to the Special
Servicer and, to the extent provided in the last sentence of Section 8.14, the
Operating Adviser) to deliver any statement, notice or report that is then made
available on the Master Servicer's or the Paying Agent's internet website,
provided that it has notified all parties entitled to delivery of such reports,
by electronic mail or other notice provided in this Agreement, to the effect
that such


                                     -202-

<PAGE>

statements, notices or reports shall thereafter be made available on such
website from time to time.

     (g) The Master Servicer shall deliver or cause to be delivered to the
Paying Agent, and the holder of the WestShore Plaza Companion Loan (in respect
of the WestShore Plaza Companion Loan) the following CMSA Reports with respect
to the Mortgage Loans (and, if applicable, the related REO Properties and, to
the extent received from the applicable Non-Serviced Mortgage Loan Master
Servicer, any Non-Serviced Mortgage Loan) providing the required information as
of the related Determination Date upon the following schedule: (i) a Comparative
Financial Status Report and the CMSA Financial File (it being understood that
the Primary Servicers are required to deliver the CMSA Financial File only
quarterly) not later than each Report Date, commencing in December 2003; (ii) a
CMSA Operating Statement Analysis Report and an NOI Adjustment Worksheet in
accordance with Section 8.14 of this Agreement; (iii) a Servicer Watch List in
accordance with and subject to the terms of Section 8.11(h) on each Report Date,
commencing in December 2003; (iv) a Loan Set-Up File (with respect to the
initial Distribution Date only) not later than the Report Date in November 2003;
(v) a Loan Periodic Update File not later than each Report Date commencing in
November 2003 (which Loan Periodic Update File shall be accompanied by a Monthly
Additional Report on Recoveries and Reimbursements); (vi) a Property File not
later than each Report Date, commencing in December 2003; (vii) a Delinquent
Loan Status Report on each Report Date, commencing in December 2003; (viii) an
Historical Loan Modification Report not later than each Report Date, commencing
in December 2003, (ix) an Historical Liquidation Report not later than each
Report Date, commencing in December 2003; and (x) an REO Status Report on each
Report Date, commencing in December 2003. The information that pertains to
Specially Serviced Mortgage Loans and REO Properties reflected in such reports
shall be based solely upon the reports delivered by the Special Servicer to the
Master Servicer in writing and on a computer readable medium reasonably
acceptable to the Master Servicer and the Special Servicer one (1) Business Day
after the Determination Date prior to the related Master Servicer Remittance
Date in the form required under Section 9.32. The Master Servicer's
responsibilities under this Section 8.11(g) with respect to REO Mortgage Loans
and Specially Serviced Mortgage Loans shall be subject to the satisfaction of
the Special Servicer's obligations under Section 9.32. The reporting obligations
of the Master Servicer in connection with any A/B Mortgage Loan shall be
construed to refer only to such information regarding the A/B Mortgage Loan (and
its related Mortgaged Property) and by reference to the related A Note only, but
whenever the Master Servicer remits funds to the holder of the related B Note,
it shall thereupon deliver to such holder a remittance report identifying the
amounts in such remittance.

     (h) For each Distribution Date, the Master Servicer shall deliver to the
Paying Agent (and solely with respect to any A/B Mortgage Loan, the holder of
the related B Note and solely with respect to the Loan Pair, the holder of the
WestShore Plaza Companion Loan), not later than the related Report Date, a
Servicer Watch List. The Master Servicer shall list any Mortgage Loan on the
Servicer Watch List as to which any of the events specified in the CMSA Watch
List published by the CMSA for industry use has occurred.

     (i) If the Master Servicer delivers a notice of drawing to effect a drawing
on any letter of credit or debt service reserve account under which the Trust
has rights as the holder of any Mortgage Loan for purposes other than payment or
reimbursement of amounts contemplated in and by a reserve or escrow agreement
(other than after a default under an


                                     -203-

<PAGE>

applicable Mortgage Loan or B Note), the Master Servicer shall, within five (5)
Business Days following its receipt of the proceeds of such drawing, deliver
notice thereof to the Special Servicer, the Operating Adviser and the Paying
Agent, which notice shall set forth (i) the unpaid Principal Balance of such
Mortgage Loan or B Note immediately before and immediately after the drawing,
and (ii) a brief description of the circumstances that in the Master Servicer's
good faith and reasonable judgment entitled the Master Servicer to make such
drawing.

     (j) The Master Servicer, the Special Servicer, the Trustee and the Paying
Agent, as applicable, but not any of the Primary Servicers, shall prepare and
deliver (or make available on their respective websites) to the Operating
Adviser the reports and information described in Exhibit BB (to the extent not
otherwise delivered pursuant to this Agreement) in the form and format and
within the time frame set forth therein.

     (k) If the Operating Adviser and the Special Servicer are Affiliates of one
another, a report delivered to one of them by the Master Servicer need not also
be delivered to the other of them.

     SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer shall
deliver to the Depositor, the Paying Agent, the Luxembourg Paying Agent and the
Trustee on or before March 15 of each year (or March 14 if a leap year),
commencing in March 2004, an Officer's Certificate stating, as to the signer
thereof, that (A) a review of the activities of the Master Servicer during the
preceding calendar year or portion thereof and of the performance of the Master
Servicer under this Agreement has been made under such officer's supervision and
(B) to the best of such officer's knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under this Agreement in all material
respects throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof. The Master Servicer shall forward a
copy of each such statement to the Rating Agencies and the Operating Adviser.
Promptly after receipt of such Officer's Certificate, the Depositor shall review
the Officer's Certificate and, if applicable, consult with the Master Servicer
as to the nature of any defaults by the Master Servicer in the fulfillment of
any of the Master Servicer's obligations hereunder.

     SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. On or
before noon (Eastern Time) on March 15 of each year (or March 14 if a leap
year), commencing in March 2004, the Master Servicer at its expense shall cause
a firm of nationally recognized independent public accountants (which may also
render other services to the Master Servicer) and that is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee, the Paying Agent, the Luxembourg Paying Agent and the Depositor, with a
copy to the Rating Agencies, to the effect that (i) it has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer, which includes an assertion that the Master Servicer has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In


                                     -204-

<PAGE>

rendering its report such firm may rely, as to matters relating to the direct
servicing of commercial and multifamily mortgage loans by Primary Servicers or
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Primary Servicers or Sub-Servicers. Promptly after receipt of such report,
the Depositor shall review the report and, if applicable, consult with the
Master Servicer as to the nature of any defaults by the Master Servicer in the
fulfillment of any of the Master Servicer's obligations hereunder.

     SECTION 8.14 CMSA OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE
MORTGAGED PROPERTIES. Within 105 calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on March 31, 2004, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent and the Operating Adviser a
CMSA Operating Statement Analysis Report and a CMSA Financial File for each
Mortgaged Property (in electronic format), prepared using the non-normalized
quarterly and normalized year-end operating statements and rent rolls received
from the related Mortgagor. Not later than the Report Date occurring in June of
each year, beginning in 2004 for year-end 2003, the Master Servicer (in the case
of Mortgage Loans that are not Specially Serviced Mortgage Loans) or the Special
Servicer (in the case of Specially Serviced Mortgage Loans) shall deliver to the
Paying Agent and the Operating Adviser a CMSA Operating Statement Analysis
Report, a CMSA Financial File and an NOI Adjustment Worksheet for each Mortgage
Loan (in electronic format), based on the most recently available year-end
financial statements and most recently available rent rolls of each applicable
Mortgagor (to the extent provided to the Master Servicer by or on behalf of each
Mortgagor, or, in the case of Specially Serviced Mortgaged Loans, as provided to
the Special Servicer, which Special Servicer shall forward such information to
the Master Servicer on or before May 31 of each such year), containing such
information and analyses for each Mortgage Loan provided for in the respective
forms of CMSA Operating Statement Analysis Report, CMSA Financial File and an
NOI Adjustment Worksheet as would customarily be included in accordance with the
Servicing Standard including, without limitation, Debt Service Coverage Ratios
and income, subject, in the case of any Non-Serviced Mortgage Loan, to the
receipt of such report from the applicable Non-Serviced Mortgage Loan Master
Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer. The
Master Servicer shall make reasonable efforts, consistent with the Servicing
Standard, to obtain such reports from the applicable Non-Serviced Mortgage Loan
Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer.
In addition, the Master Servicer shall deliver to the Operating Adviser, and
upon request the Master Servicer shall make available to the Rating Agencies,
the Special Servicer, the Paying Agent, the Trustee and the holder of the
WestShore Plaza Companion Loan, within 30 days following receipt thereof by the
Master Servicer, copies of any annual, monthly or quarterly financial statements
and rent rolls collected with respect to the Mortgaged Properties. As and to the
extent reasonably requested by the Special Servicer, the Master Servicer shall
make inquiry of any Mortgagor with respect to such information or as regards the
performance of the related Mortgaged Property in general. The Paying Agent shall
provide or make available electronically at no cost to the Certificateholders or
Certificate Owners, the Rating Agencies, the Operating Adviser, the Depositor,
the Placement Agents, the Underwriters, and solely as it relates to any A/B
Mortgage Loan, to the holder of the related B


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Note and solely as it relates to the Loan Pair, to the holder of the WestShore
Plaza Companion Loan, the CMSA Operating Statement Analysis Reports, CMSA
Financial Files and NOI Adjustment Worksheets described above pursuant to
Section 5.4(a). The Master Servicer (but not the Primary Servicer under the
Primary Servicing Agreement) shall electronically deliver the CMSA Operating
Statement Analysis Report, the operating statements, rent rolls, property
inspections and NOI Adjustment Worksheet for each Mortgage Loan to the Operating
Adviser using the ARCap Naming Convention.

     SECTION 8.15 OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE MASTER
SERVICER.

     (a) Subject to paragraphs (b), (c) and (d) below, the Paying Agent shall
make available at its Corporate Trust Office, during normal business hours, upon
reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any Seller, any Primary Servicer, any Placement Agent, any
Underwriter, each Rating Agency, the Paying Agent or the Depositor (and the
holder of a B Note, if it relates to a B Note and the holder of the WestShore
Plaza Companion Loan, if it relates to the WestShore Plaza Companion Loan),
originals or copies of, among other things, the following items: (i) this
Agreement and any amendments thereto, (ii) all final and released CMSA Operating
Statement Analysis Reports and the Master Servicer Remittance Reports, (iii) all
Officer's Certificates (including Officer's Certificates evidencing any
determination of Nonrecoverable Advances) delivered to the Trustee and the
Paying Agent since the Closing Date, (iv) all accountants' reports delivered to
the Trustee and the Paying Agent since the Closing Date, (v) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Master Servicer and/or the Special Servicer and (vi) any and all
Officers' Certificates (and attachments thereto) delivered to the Trustee and
the Paying Agent to support the Master Servicer's determination that any Advance
was not or, if made, would not be, recoverable. The Trustee and the Paying Agent
will be permitted to require payment of a sum to be paid by the requesting party
(other than the Rating Agencies, the Trustee, the Paying Agent, any Placement
Agent or any Underwriter) sufficient to cover the reasonable costs and expenses
of making such information available.

     (b) Subject to the restrictions described below, the Master Servicer shall
afford the Rating Agencies, the Depositor, the Trustee, the Paying Agent, the
Special Servicer, the Primary Servicer, the Sellers, the Placement Agents, the
Underwriters, the Operating Adviser, any Certificateholder, any holder of the
WestShore Plaza Companion Loan, any holder of a B Note or any Certificate Owner,
upon reasonable notice and during normal business hours, reasonable access to
all information referred to in Section 8.15(a) and any additional relevant,
non-attorney-client-privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant matters relating to this Agreement (which access may occur by
means of the availability of information on the Master Servicer's or the Paying
Agent's internet website), and access to Servicing Officers of the Master
Servicer responsible for its obligations hereunder. Copies of information or
access will be provided to Certificateholders and each Certificate Owner
providing satisfactory evidence of ownership of Certificates or beneficial
ownership of a Certificate, as the case may be, which may include a
certification. Copies (or computer diskettes or other digital or electronic
copies of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items shall be made available by the Master
Servicer upon request; provided, however, that the Master


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<PAGE>

Servicer shall be permitted to require payment by the requesting party (other
than the Depositor, the Trustee, the Paying Agent, the Special Servicer, the
Operating Adviser, any Placement Agent, any Underwriter, or any Rating Agency)
of a sum sufficient to cover the reasonable expenses actually incurred by the
Master Servicer of providing access or copies (including electronic or digital
copies) of any such information requested in accordance with the preceding
sentence.

     (c) Nothing herein shall be deemed to require the Master Servicer to
confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's information or report. Notwithstanding the above, the
Master Servicer shall not have any liability to the Depositor, the Trustee, the
Fiscal Agent, the Paying Agent, the Special Servicer, any Non-Serviced Mortgage
Loan Master Servicer, any Non-Serviced Mortgage Loan Special Servicer, any
Certificateholder, any Certificate Owner, any holder of the WestShore Plaza
Companion Loan, any holder of a B Note, any Placement Agent, any Underwriter,
any Rating Agency or any other Person to whom it delivers information pursuant
to this Section 8.15 or any other provision of this Agreement for federal, state
or other applicable securities law violations relating to the disclosure of such
information. In the event any Person brings any claims relating to or arising
from the foregoing against the Master Servicer (or any employee, attorney,
officer, director or agent thereof), the Trust (from amounts held in any account
(including (x) with respect to any such claims relating to the WestShore Plaza
Companion Loan, from amounts held in the WestShore Plaza Companion Loan
Custodial Account and (y) with respect to any such claims relating to a B Note,
from amounts held in the related A/B Loan Custodial Account) or otherwise) shall
hold harmless and indemnify the Master Servicer from any loss or expense
(including attorney fees) relating to or arising from such claims.

     (d) The Master Servicer shall produce the reports required of it under this
Agreement; provided, however, that the Master Servicer shall not be required to
produce any ad hoc non-standard written reports with respect to such Mortgage
Loans. In the event the Master Servicer elects to provide such non-standard
reports, it may require the Person requesting such report (other than a Rating
Agency) to pay a reasonable fee to cover the costs of the preparation thereof.
Notwithstanding anything to the contrary herein, as a condition to the Master
Servicer making any report or information available upon request to any Person
other than the parties hereto, the Master Servicer may require that the
recipient of such information acknowledge that the Master Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Fiscal Agent, the Paying Agent, the Special Servicer, the Primary Servicer, the
Sellers, any Placement Agent, any Underwriter, any Rating Agency and/or the
Certificateholders, the holder of the WestShore Plaza Companion Loan, the holder
of a B Note or Certificate Owners. Any transmittal of information by the Master
Servicer to any Person other than the Trustee, the Paying Agent, the Master
Servicer, the Special Servicer, the Rating Agencies, the Operating Adviser or
the Depositor may be accompanied by a letter from the Master Servicer 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 Bear Stearns Commercial Mortgage Securities Inc.,
         Commercial Mortgage Pass-Through Certificates, Series 2003-TOP12 from
         purchasing or selling such Certificates in circumstances where the
         other party to the transaction is not also in possession of


                                     -207-

<PAGE>

         such information. You also acknowledge and agree that such information
         is being provided to you for the purpose 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."

     (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

     (f) The Master Servicer shall cooperate in providing the Rating Agencies
with such other pertinent information relating to the Mortgage Loans as is or
should be in their respective possession as the Rating Agencies may reasonably
request

     SECTION 8.16 RULE 144A INFORMATION. For as long as any of the Certificates
are "restricted securities" within the meaning of Rule 144A under the Securities
Act, the Master Servicer agrees to provide to the Paying Agent or the Luxembourg
Paying Agent, as applicable, for delivery to any Holder thereof, any Certificate
Owner therein and to any prospective purchaser of the Certificates or beneficial
interest therein reasonably designated by the Paying Agent or the Luxembourg
Paying Agent, as applicable, upon the request of such Certificateholder, such
Certificate Owner, the Paying Agent or the Luxembourg Paying Agent, as
applicable, subject to this Section 8.16 and the provisions of Sections 5.4 and
8.15, any information prepared by the Master Servicer that is required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Securities Act, including, without
limitation, copies of the reports and information described in Sections 8.15(a)
and (b).

     Any recipient of information provided pursuant to this Section 8.16 shall
agree that such information shall not be disclosed or used for any purpose other
than the evaluation of the Certificates by such Person and the Master Servicer
shall be permitted to use the letter referred to in Section 8.15(d). Unless the
Master Servicer chooses to deliver the information directly, the Depositor, the
Placement Agents, the Underwriters, the Paying Agent or the Luxembourg Paying
Agent shall be responsible for the physical delivery of the information
requested pursuant to this Section 8.16. As a condition to the Master Servicer
making any report or information available upon request to any Person other than
the parties hereto, the Master Servicer may require that the recipient of such
information acknowledge that the Master Servicer may contemporaneously provide
such information to the Depositor, the Trustee, the Paying Agent, the Luxembourg
Paying Agent, the Placement Agents, the Underwriters, any Rating Agency and/or
the Certificateholders and Certificate Owners. The Master Servicer will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, the Placement Agents or
the Underwriters) sufficient to cover the reasonable costs and expenses of
making such information available.

     SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its own expense,
inspect or cause to be inspected each Mortgaged Property other than Mortgaged
Properties



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related to Specially Serviced Mortgage Loans and Non-Serviced Mortgage Loans,
every calendar year beginning in 2004, or every second calendar year beginning
in 2004 if the Principal Balance of the related Mortgage Loan or Loan Pair is
less than $2,000,000; provided that the Master Servicer shall, at the expense of
the Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan that has a Debt Service Coverage Ratio that falls below 1.0x and;
provided further, that with respect to any Mortgage Loan or the Loan Pair that
has a Principal Balance of less than $2,000,000 and has been placed on the
Servicer Watch List, the Master Servicer shall, at the expense of the Trust and
at request of the Controlling Class, inspect or cause to be inspected the
related Mortgaged Property every calendar year beginning in 2004 so long as such
Mortgage Loan or Loan Pair continues to be on the Servicer Watch List; provided,
if such Mortgage Loan or Loan Pair is no longer on the Servicer Watch List at
the time the inspection was scheduled, no such inspection shall be required. The
Master Servicer shall prepare an Inspection Report relating to each inspection.
The Master Servicer shall promptly forward the applicable Inspection Report to
the Rating Agencies, the Placement Agents, the Underwriters, the Depositor, the
Trustee, the Paying Agent, the Operating Adviser, the Special Servicer, solely
as it relates to the Loan Pair, to the holder of the WestShore Plaza Companion
Loan, and solely as it relates to any A/B Mortgage Loan, to the holder of the
related B Note, and upon request, to any Certificateholder, any Certificate
Owner, any Seller and any Primary Servicer. The Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a Mortgage Loan that is not a Specially
Serviced Mortgage Loan, provided that the Special Servicer notifies the Master
Servicer prior to such inspection.

     SECTION 8.18 MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS.

     Subject to the limitations of Section 12.3 hereof, the Master
Servicer shall have the following powers:

     (a) (i) The Master Servicer in accordance with the Servicing Standard may
agree to any modification, waiver, amendment or consent of or relating to any
term (including, without limitation, Master Servicer Consent Matters set forth
in Section 8.3(a) hereof) other than a Money Term of a Mortgage Loan, the
WestShore Plaza Companion Loan or a B Note that is not a Specially Serviced
Mortgage Loan, provided that such amendment would not result in an Adverse REMIC
Event; and provided, further that if any consent relates to a release of a
letter of credit relating to any Mortgage Loan (other than letters of credit or
portions thereof released upon satisfaction of conditions specified in the
related agreements), then (i) the Master Servicer shall notify the Special
Servicer of any Mortgagor's request to release such letter of credit which the
Master Servicer recommends to release, and (ii) if the terms of the related
Mortgage Loan do not require the Master Servicer to approve such release, then
the Special Servicer shall within five Business Days provide notice to the
Master Servicer as to whether the Master Servicer should approve the release
(and the failure of the Special Servicer to give the Master Servicer such notice
shall automatically be deemed to be an approval by the Special Servicer that the
Master Servicer should grant such release). Notwithstanding the preceding
sentence, if the Master Servicer recommends to approve such modification,
waiver, amendment or consent which is not a Master Servicer Consent Matter
(including, without limitation, any waiver of any requirement that the Mortgagor
post additional reserves or a letter of credit upon the failure of the Mortgagor
to satisfy conditions specified in the Mortgage Loan documents), the



                                     -209-

<PAGE>

Master Servicer shall provide to the Special Servicer a copy of the Master
Servicer's recommendation and the relevant information obtained or prepared by
the Master Servicer in connection therewith; provided, that (A) the Special
Servicer shall have the right hereunder to grant or withhold consent to any such
proposed modification, waiver, amendment or consent, and such consent of the
Special Servicer shall not be unreasonably withheld, consistent with the
Servicing Standard, (B) failure of the Special Servicer to notify the Master
Servicer, within five Business Days following the Master Servicer's delivery of
the recommendation described above, of its determination to grant or withhold
such consent shall be deemed to constitute a grant of such consent and (C) the
Master Servicer shall not enter into any such proposed modification, waiver,
amendment or consent unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described
above. Notwithstanding anything in this Agreement to the contrary, the Master
Servicer shall not be required to obtain or request the consent of the Special
Servicer in connection with any modification, waiver or amendment, or granting
its consent to transactions, under one or more of the Mortgage Loans that in
each case the Master Servicer has determined (in accordance with the Servicing
Standard) is immaterial. In any event, the Master Servicer shall promptly notify
the Special Servicer of any material modification, waiver, amendment or consent
executed by the Master Servicer pursuant to this Section 8.18(a)(i) and provide
to the Special Servicer a copy thereof. Notwithstanding the foregoing provisions
of this Section 8.18, if the Mortgage Loan documents require a Mortgagor to pay
a fee for an assumption, modification, waiver, amendment or consent that would
be due or partially due to the Special Servicer, then the Master Servicer shall
not waive the portion of such fee due to the Special Servicer without the
Special Servicer's approval.

     Notwithstanding the foregoing, the Special Servicer acknowledges that the
Master Servicer has delegated certain tasks, rights and obligations to the
Primary Servicer with respects to Post Closing Requests (as defined in the
Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which each
Primary Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

     With respect to a Category 1 Request that involves a condition, term or
provision that requires, or specifies a standard of, consent or approval of the
applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing
Agreements provide for determination of materiality of such condition, term or
provision requiring approval or consent by the Master Servicer or the Primary
Servicer and the referral of such condition, term or provision to the Special
Servicer for consent in accordance with the terms of the Primary Servicing
Agreements upon a determination of materiality. The Special Servicer
acknowledges such provisions. Nothing in this Agreement, however, shall grant
the Primary Servicers greater authority, discretion or delegated rights over
Post Closing Requests than are set forth in the Primary Servicing Agreements.

     (ii) The Master Servicer may, without the consent of the Special Servicer,
extend the maturity date of any Balloon Mortgage Loan that is not a Specially
Serviced Mortgage Loan to a date that is not more than 60 days following the
original Maturity Date, if in the Master Servicer's sole judgment exercised in
good faith (and evidenced by an Officer's


                                     -210-

<PAGE>

Certificate), a default in the payment of the Balloon Payment is reasonably
foreseeable and such extension is reasonably likely to produce a greater
recovery to the Holders and the holders of the related B Note and the WestShore
Plaza Companion Loan (as a collective whole) on a net present value basis than
liquidation of such Mortgage Loan and the Mortgagor has obtained an executed
written commitment (subject only to satisfaction of conditions set forth
therein) for refinancing of the Mortgage Loan or purchase of the related
Mortgaged Property. The Master Servicer shall process all such extensions and
shall be entitled to (as additional servicing compensation) 100% of any
extension fees collected from a Mortgagor with respect to any such extension.

     (b) The Master Servicer may require, in its discretion (unless prohibited
or otherwise provided in the Mortgage Loan documents), as a condition to
granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer shall be entitled
to (as additional servicing compensation) 100% of any Modification Fees
collected from a Mortgagor in connection with a consent, waiver, modification or
amendment of a non-Specially Serviced Mortgage Loan executed or granted pursuant
to Section 8.3 or this Section 8.18. The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and rating
agency fees) incurred by the Master Servicer or the Special Servicer (which
amounts shall be reimbursed to the Special Servicer) in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best reasonable efforts in accordance with the Servicing Standard to
collect such costs, expenses and fees from the Mortgagor, provided that the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

     (c) The Master Servicer shall notify the Trustee, the Paying Agent, the
Operating Adviser and the Special Servicer of any modification, waiver or
amendment of any term of any Mortgage Loan permitted by it under this Section
and the date thereof, and shall deliver to the Trustee for deposit in the
related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly following the execution thereof
except to the extent such documents have been submitted to the applicable
recording office, in which event the Master Servicer shall promptly deliver
copies of such documents to the Trustee. The Master Servicer shall not agree to
any modification, waiver, or amendment of any Money Term of a Mortgage Loan or
any term of a Specially Serviced Mortgage Loan. The Master Servicer shall notify
the holder of the B Note and the WestShore Plaza Companion Loan of any
modification of the monthly payments of an A/B Mortgage Loan or the Loan Pair,
as the case may be, and such monthly payments shall be allocated in accordance
with the related Intercreditor Agreement or Loan Pair Intercreditor Agreement,
as applicable.



                                     -211-

<PAGE>

     (d) If the Mortgage Loan documents relating to a Mortgage Loan provide for
certain conditions to be satisfied prior to the Master Servicer releasing
additional collateral for the Mortgage Loan (e.g., the release, reduction or
termination of reserves or letters of credit or the establishment of reserves),
then the Master Servicer shall be permitted to waive any such condition without
obtaining the consent of the Special Servicer, provided that (1) the aggregate
amount of the related releases or establishments is no greater than the smaller
of 10% of the outstanding unpaid Principal Balance or $75,000 or (2) the
condition to be waived is deemed to be non-material in accordance with the
Servicing Standard. Notwithstanding the foregoing, without the Special
Servicer's consent or except as provided in the specific Mortgage Loan
documents, the Master Servicer shall not waive: (1) a requirement for any such
additional collateral to exist, or (2) a lock box requirement.

     (e) Neither the Master Servicer nor any Primary Servicer will be required
to obtain a Rating Agency Confirmation in connection with this Agreement unless
the terms of this Agreement specifically requires the Master Servicer to do so,
and if so required by the terms of this Agreement, the Master Servicer and any
Primary Servicer shall not be permitted to waive (i) the Rating Agency
Confirmation requirement or (ii) the obligation of a Mortgagor to pay all or any
portion of any fee payable in connection with obtaining the Rating Agency
Confirmation.

     SECTION 8.19 SPECIALLY SERVICED MORTGAGE LOANS.

     (a) The Master Servicer shall send a written notice to the Special
Servicer, the Operating Adviser, the Rating Agencies, the Paying Agent, the
Trustee and solely as it relates to any A/B Mortgage Loan, to the holder of the
related B Note and solely as it relates to the Loan Pair, to the holder of the
WestShore Plaza Companion Loan, within two Business Days after becoming aware of
a Servicing Transfer Event with respect to a Mortgage Loan, which notice shall
identify the related Mortgage Loan and set forth in reasonable detail the nature
and relevant facts of such Servicing Transfer Event and whether such Mortgage
Loan is covered by an Environmental Insurance Policy (and for purposes of
stating whether such Mortgage Loan is covered by an Environmental Insurance
Policy the Master Servicer may rely on Schedule XVII attached hereto) and,
except for the Rating Agencies, the Paying Agent and the Trustee, shall be
accompanied by a copy of the Servicer Mortgage File. The Special Servicer shall
not be liable for its failure to deliver the notice set forth in Section 9.36(a)
if such failure is caused by its failure to receive the written notice set forth
above.

     (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the Special Servicer, the Master Servicer shall notify the
related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

     (c) Any calculations or reports prepared by the Master Servicer to the
extent they relate to Specially Serviced Mortgage Loans shall be based on
information supplied to the Master Servicer in writing by the Special Servicer
as provided hereby. The Master Servicer shall have no duty to investigate or
confirm the accuracy of any information provided to it by the Special Servicer
and shall have no liability for the inaccuracy of any of its reports due to the
inaccuracy of the information provided by the Special Servicer.


                                     -212-

<PAGE>

     (d) On or prior to each Distribution Date, the Master Servicer shall
provide to the Special Servicer, in order for the Special Servicer to comply
with its obligations under this Agreement, such information (and in the form and
medium) as the Special Servicer may reasonably request in writing from time to
time, provided that (i) the Master Servicer shall not be required to produce any
ad hoc reports or incur any unusual expense or effort in connection therewith
and (ii) if the Master Servicer elects to provide such ad hoc reports, it may
require the Special Servicer to pay a reasonable fee to cover the costs of the
preparation thereof.

     SECTION 8.20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER.

     (a) The Master Servicer hereby represents and warrants to and covenants
with the Trustee and the Paying Agent, as of the date hereof:

         (i) the Master Servicer is duly organized, validly existing and in good
standing as a national banking association under the laws of the United States,
and shall be and thereafter remain, 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 adversely affect the Master Servicer's ability to perform its
obligations hereunder in accordance with the terms of this Agreement;

         (ii) the Master Servicer has the full power and authority to execute,
deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Master Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Master Servicer; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the Trustee, the Fiscal Agent, the Paying Agent and the
Special Servicer, evidences the valid and binding obligation of the Master
Servicer enforceable against the Master Servicer in accordance with its terms
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, receivership and other similar laws
affecting creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

         (iii) the execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of or compliance with
the terms and conditions of this Agreement will not (1) result in a breach of
any term or provision of its charter or by-laws or (2) conflict with, result in
a breach, violation or acceleration of, or result in a default under, the terms
of any other material agreement or instrument to which it is a party or by which
it may be bound, or any law, governmental rule, regulation, or judgment, decree
or order applicable to it of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it, which materially and adversely
affects its ability to perform its obligations under this Agreement;

         (iv) no litigation is pending or, to the Master Servicer's knowledge,
threatened, against it, that would materially and adversely affect the
execution, delivery or


                                     -213-

<PAGE>

enforceability of this Agreement or its ability to service the Mortgage Loans
or to perform any of its other obligations hereunder in accordance with the
terms hereof;

         (v) no consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder;
and

         (vi) the performance of the services by the Master Servicer
contemplated by this Agreement are in the ordinary course of business of the
Master Servicer and the Master Servicer possesses all licenses, permits and
other authorizations necessary to perform its duties hereunder.

     (b) It is understood that the representations and warranties set forth in
this Section 8.20 shall survive the execution and delivery of this Agreement.

     (c) Any cause of action against the Master Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the Master Servicer by any of the Trustee
or the Master Servicer. The Master Servicer shall give prompt notice to the
Trustee, the Depositor, the Primary Servicers and the Special Servicer of the
occurrence, or the failure to occur, of any event that, with notice or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

     SECTION 8.21 MERGER OR CONSOLIDATION. Any Person into which the Master
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Master Servicer
shall be a party, or any Person succeeding to the business of the Master
Servicer, shall be the successor of the Master Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the provisions in the foregoing
sentence are not met, the Trustee may terminate the Master Servicer's servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Sections 8.28 and 8.29.

     SECTION 8.22 RESIGNATION OF MASTER SERVICER.

     (a) Except as otherwise provided in Section 8.22(b) hereof, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Master Servicer's 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. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed the Master Servicer's


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<PAGE>

responsibilities and obligations under this Agreement and Rating Agency
Confirmation (including with respect to any securities rated by a Rating Agency
evidencing interests in the A Notes and any B Note) shall have been obtained.
Notice of such resignation shall be given promptly by the Master Servicer to the
Trustee.

     (b) The Master Servicer may resign from the obligations and duties imposed
on it, upon 30 days notice to the Trustee and the Paying Agent, provided that
(i) a successor servicer (w) is available, (x) has assets of at least
$15,000,000, (y) is willing to assume the obligations, responsibilities, and
covenants to be performed hereunder by the Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) assumes all obligations under the Primary Servicing
Agreements; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

     SECTION 8.23 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER. The
Master Servicer shall have the right without the prior written consent of the
Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or
delegate certain duties to other professionals such as attorneys and appraisers,
as an agent of the Master Servicer (as provided in Section 8.4) to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Master Servicer hereunder or (B) assign and delegate all of its duties
hereunder; provided, however, that with respect to clause (B), (i) the Master
Servicer gives the Depositor, the Special Servicer, the Primary Servicers, the
holder of the B Note (only if such assignment/delegation relates to the related
A/B Mortgage Loan), the holder of the WestShore Plaza Companion Loan (only if
such assignment/delegation relates to the Loan Pair) and the Trustee notice of
such assignment and delegation; (ii) such purchaser or transferee accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement accepting such assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Master Servicer, with like effect as if originally named as a
party to this Agreement and the Primary Servicing Agreements; (iii) the
purchaser or transferee has assets in excess of $15,000,000; (iv) such
assignment and delegation is the subject of a Rating Agency Confirmation; and
(v) the Depositor consents to such assignment and delegation, such consent not
be unreasonably withheld. In the case of any such assignment and delegation in
accordance with the requirements of subclause (B) of this Section, the Master
Servicer shall be released from its obligations under this Agreement, except
that the Master Servicer shall remain liable for all liabilities and obligations
incurred by it as the Master Servicer hereunder prior to the satisfaction of the
conditions to such assignment set forth in the preceding sentence.
Notwithstanding the above, the Master Servicer may appoint the Primary Servicer
and Sub-Servicers in accordance with Section 8.4 hereof.

     SECTION 8.24 LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS.

     (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
holders of the Certificates, the Depositor, the Trustee, the Fiscal Agent, the
Paying Agent, the Placement Agents, the Underwriters, the holder of the
WestShore Plaza Companion Loan, the holder of any B Note or the Special Servicer
for any action taken or for refraining from the taking of any action in good
faith, or using reasonable business judgment, consistent with the Servicing
Standard; provided


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<PAGE>

that this provision shall not protect the Master Servicer or any such person
against any breach of a representation or warranty contained herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in its performance of duties under the Agreement or by
reason of negligent disregard of obligations and duties hereunder. The Master
Servicer and any director, officer, employee or agent of the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the Special Servicer)
respecting any matters arising hereunder. The Master Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that the Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Mortgage Loans, the interests of the holder of any B Note or the interests of
the holder of the WestShore Plaza Companion Loan (subject to the Special
Servicer's servicing of Specially Serviced Mortgage Loans as contemplated
herein), or shall undertake any such action if instructed to do so by the
Trustee. In such event, all legal expenses and costs of such action shall be
expenses and costs of the Trust, and the Master Servicer shall be entitled to be
reimbursed therefor as Servicing Advances as provided by Section 5.2, subject to
the provisions of Section 4.4 hereof.

     (b) In addition, the Master Servicer shall have no liability with respect
to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement. Subject to the Servicing Standard, the Master Servicer shall
have the right to rely on information provided to it by the Special Servicer and
Mortgagors, and will have no duty to investigate or verify the accuracy thereof.
Neither the Master Servicer, nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any error of judgment made in good
faith by any officer, unless it shall be proved that the Master Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Master
Servicer nor any director, officer, employee, agent or Affiliate, shall be
personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement.

     (c) The Master Servicer shall not be obligated to incur any liabilities,
costs, charges, fees or other expenses which relate to or arise from any breach
of any representation, warranty or covenant made by the Depositor, the Special
Servicer, the Paying Agent, Trustee or the Fiscal Agent in this Agreement. The
Trust shall indemnify and hold harmless the Master Servicer from any and all
claims, liabilities, costs, charges, fees or other expenses which relate to or
arise from any such breach of representation, warranty or covenant to the extent
the Master Servicer is unable to recover such amounts from the Person in breach.

     (d) Except as otherwise specifically provided
herein:

         (i) the Master Servicer may rely, and shall be protected in acting or
refraining from acting upon, any resolution, officer's certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, financial statement, agreement, appraisal, bond
or other document (in electronic or paper format) reasonably believed or in good
faith believed by it to be genuine and to have been signed or presented by the
proper party or parties;


                                     -216-

<PAGE>

         (ii) the Master 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 and in accordance with such advice or Opinion of
Counsel;

         (iii) the Master Servicer shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Agreement; and

         (iv) the Master Servicer, in preparing any reports hereunder, may rely,
and shall be protected in acting or refraining from acting upon any information
(financial or other), statement, certificate, document, agreement, covenant,
notice, request or other paper reasonably believed by it to be genuine and
provided by any Mortgagor or manager of a Mortgaged Property.

     (e) The Master Servicer and any director, officer, employee or agent of the
Master Servicer shall be indemnified by the Trustee, the Fiscal Agent, the
Paying Agent and the Special Servicer, as the case may be, and held harmless
against any loss, liability or expense including reasonable attorneys' fees
incurred in connection with any legal action relating to the Trustee's, Fiscal
Agent's, the Paying Agent's or the Special Servicer's, as the case may be,
respective willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or by reason of negligent disregard of its
respective duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder. The Master
Servicer shall immediately notify the Trustee, the Paying Agent and the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Master Servicer to indemnification hereunder,
whereupon the Trustee, the Paying Agent, or the Special Servicer, in each case,
to the extent the claim is related to its respective willful misfeasance, bad
faith or negligence, may assume the defense of any such claim (with counsel
reasonably satisfactory to the Master Servicer) 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, the Paying Agent
and the Special Servicer shall not affect any rights that the Master Servicer
may have to indemnification under this Agreement or otherwise, unless the
Trustee's, the Paying Agent's or the Special Servicer's defense of such claim is
materially prejudiced thereby. Such indemnity shall survive the termination of
this Agreement or the resignation or removal of the Master Servicer hereunder.
Any payment hereunder made by the Trustee, the Paying Agent, the Fiscal Agent or
the Special Servicer pursuant to this paragraph to the Master Servicer shall be
paid from the Trustee's, the Paying Agent's, Fiscal Agent's or Special
Servicer's own funds, without reimbursement from the Trust therefor except to
the extent achieved through subrogation as provided in this Agreement. Any
expenses incurred or indemnification payments made by the Trustee, the Paying
Agent, the Fiscal Agent or the Special Servicer shall be reimbursed by the party
so paid, if a court of competent jurisdiction makes a final judgment that the
conduct of the Trustee, the Paying Agent, the Fiscal Agent or the Special
Servicer, as the case may be, was (x) not culpable or (y) found to not have
acted with willful misfeasance, bad faith or negligence.



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     SECTION 8.25 INDEMNIFICATION; THIRD-PARTY CLAIMS.

     (a) The Master Servicer and any director, officer, employee or agent of the
Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified
and held harmless by the Trust out of collections on, and other proceeds of, the
Mortgage Loans, the WestShore Plaza Companion Loan and any B Notes, as provided
in the following paragraph, against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred
in connection with any legal action relating to this Agreement, any Mortgage
Loans, the WestShore Plaza Companion Loan, any B Notes, any REO Property or the
Certificates or any exercise of any right under this Agreement reasonably
requiring the use of counsel or the incurring of expenses other than any loss,
liability or expense incurred by reason of the Master Servicer's willful
misfeasance, bad faith or negligence in the performance of duties hereunder.

     Except as provided in the following sentence, indemnification for Master
Servicer Losses described in the preceding paragraph (including in the case of
such Master Servicer Losses that relate primarily to the administration of the
Trust, to any REMIC formed hereunder or to any determination respecting the
amount, payment or avoidance of any tax under the REMIC provisions of the Code
or the actual payment of any REMIC tax or expense) shall be paid out of
collections on, and other proceeds of, the Mortgage Loans as a whole but not out
of collections on, or other proceeds of, the WestShore Plaza Companion Loan or
any B Note. In the case of any such Master Servicer Losses that do not relate
primarily to the administration of the Trust, to any REMIC formed hereunder or
to any determination respecting the amount, payment or avoidance of any tax
under the REMIC provisions of the Code or the actual payment of any REMIC tax or
expense:

     (1) if such Master Servicer Losses relate to the Loan Pair, then such
indemnification shall be paid (x) first, out of collections on, and other
proceeds of, such WestShore Plaza Pari Passu Loan and the WestShore Plaza
Companion Loan, in the relative proportions provided for in the applicable
Intercreditor Agreement and (y) if the collections and proceeds described in
subclause (x) of this clause (1) are not sufficient to so indemnify the Master
Servicer Indemnified Parties on a current basis, then the balance of such
indemnification shall be paid out of collections on, and other proceeds of, the
Mortgage Loans as a whole; and

     (2) if such Master Servicer Losses relate to any A/B Mortgage
Loan, then such indemnification shall be paid (x) first, if and to the extent
permitted under the applicable Intercreditor Agreement, out of collections on,
and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan,
(y) if the collections and proceeds described in subclause (x) of this clause
(2) are not sufficient to so indemnify the Master Servicer Indemnified Parties
on a current basis, then the balance of such indemnification shall be paid out
of collections on, and other proceeds of, the WestShore Plaza Pari Passu Loan
and the WestShore Plaza Companion Loan, in the relative proportions provided for
in the Loan Pair Intercreditor Agreement and (z) if the aggregate collections
and proceeds described in subclauses (x) and (y) of this clause (2) are not
sufficient to so indemnify the Master Servicer Indemnified Parties on a current
basis, then the balance of such indemnification shall be paid out of collections
on, and other proceeds of, the Mortgage Loans as a whole.



                                     -218-
<PAGE>

     The Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay
all expenses in connection therewith, including counsel fees, and out of the
Trust promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. The indemnification
provided herein shall survive the termination of this Agreement. The Trustee,
the Paying Agent or the Master Servicer shall promptly make from the Certificate
Account (and, if and to the extent that the amount due shall be paid from
collections on, and other proceeds of, the WestShore Plaza Companion Loan or any
B Note, as described above, out of the WestShore Plaza Companion Loan Custodial
Account or the related A/B Loan Custodial Account) any payments certified by the
Master Servicer to the Trustee and the Paying Agent as required to be made to
the Master Servicer pursuant to this Section 8.25.

     (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent,
the Special Servicer, the Trust, the Depositor, the Paying Agent, and any
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation the Master Servicer is replaced, the parties hereto agree that
the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the Master Servicer if a
claim is made by any Person with respect to this Agreement or the Mortgage Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special
Servicer, the Paying Agent or the Depositor, as applicable) 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 shall not
affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent or the Trust may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by the
Master Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of the Master Servicer was not culpable or that the Master Servicer did not act
with willful misfeasance, bad faith or negligence.

     (c) Each Primary Servicer and any director, officer, employee or agent
thereof shall be indemnified by the Trust and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its related


                                     -219-

<PAGE>

Primary Servicing Agreement (but only if, and to the extent that, the Master
Servicer would have been entitled to indemnification therefor under this
Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans,
any REO Property or the Certificates or any exercise of any right under this
Agreement or its related Primary Servicing Agreement (limited as set forth
above) reasonably requiring the use of counsel or the incurring of expenses
other than any loss, liability or expense incurred by reason of a Primary
Servicer's willful misfeasance, bad faith or negligence in the performance of
duties thereunder. The applicable Primary Servicer shall assume the defense of
any such claim (with counsel reasonably satisfactory to the applicable Primary
Servicer) and out of the Trust pay all expenses in connection therewith,
including counsel fees, and out of the Trust promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of
such claim. The indemnification provided herein shall survive the termination of
this Agreement and the related Primary Servicing Agreement. The Trustee, the
Paying Agent or the Master Servicer shall promptly make from the Certificate
Account any payments certified by a Primary Servicer to the Trustee and the
Paying Agent as required to be made to such Primary Servicer pursuant to this
Section 8.25.

     (d) Any Non-Serviced Mortgage Loan Master Servicer and any director,
officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer
shall be indemnified by the Trust and held harmless against the Trust's pro rata
share of any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to any Non-Serviced
Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating
to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to
the related Non-Serviced Mortgage Loan Companion Loans), reasonably requiring
the use of counsel or the incurring of expenses other than any losses incurred
by reason of any Non-Serviced Mortgage Loan Master Servicer's willful
misfeasance, bad faith or negligence in the performance of its duties under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

     (e) Each Primary Servicer agrees to indemnify the Trustee, the Fiscal
Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of the applicable Primary Servicer's duties under this Agreement, its
related Primary Servicing Agreement or by reason of negligent disregard of the
applicable Primary Servicer's obligations and duties thereunder (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation the applicable Primary Servicer is replaced, the parties hereto
agree that the amount of such claims, losses, penalties, fines, legal fees and
related costs, judgments, and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor primary
servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent
or the Depositor, as applicable, shall immediately notify the applicable Primary
Servicer if a claim is made by any Person with respect to this Agreement, the
related Primary Servicing Agreement or the Mortgage Loans entitling the Trustee,
the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the
Trust to indemnification under this Section 8.25(d), whereupon the applicable



                                     -220-

<PAGE>

Primary Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer,
the Paying Agent or the Depositor, as applicable) 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 applicable Primary Servicer
shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer,
the Depositor, the Paying Agent or the Trust may have to indemnification under
this Agreement, the related Primary Servicing Agreement or otherwise, unless the
Primary Servicer's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by a Primary
Servicer shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of such
Primary Servicer was not culpable or that such Primary Servicer did not act with
willful misfeasance, bad faith or negligence.

     SECTION 8.26 EXCHANGE ACT REPORTING

     (a) The Master Servicer, the Special Servicer, the Paying Agent, the
Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in
connection with the Trust's satisfaction of its reporting requirements under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days
after each Distribution Date, the Paying Agent shall prepare, execute and file
on behalf of the Trust any Forms 8-K customary for similar securities as
required by the Exchange Act and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder; provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the
Certificates. The Paying Agent shall file each Form 8-K with a copy of the
related Monthly Certificateholders Report attached thereto. If the Depositor
directs that any other attachments are to be filed with any Form 8-K, such
attachments shall be delivered to the Paying Agent in EDGAR-compatible form or
as otherwise agreed upon by the Paying Agent and the Depositor, at the
Depositor's expense, and any necessary conversion to EDGAR-compatible format
will be at the Depositor's expense. Prior to March 30th of each year (or such
earlier date as may be required by the Exchange Act and the rules and
regulations of the Commission), the Paying Agent shall prepare and file on
behalf of the Trust a Form 10-K, in substance as required by applicable law or
applicable interpretations thereof of the staff of the Commission. Such Form
10-K shall include as exhibits each annual statement of compliance described
under Sections 8.12 and 9.18 and each accountant's report described under
Sections 8.13 and 9.19, in each case to the extent they have been timely
delivered to the Paying Agent. If they are not so timely delivered, the Paying
Agent shall file an amended Form 10-K including such documents as exhibits
reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K
shall also include any Sarbanes-Oxley Certification required to be included
therewith, as described in paragraph (b) of this Section 8.26. Neither the
Paying Agent nor the Master Servicer shall have any liability with respect to
any failure to properly prepare, execute or file such periodic reports resulting
from the Master Servicer's or the Paying Agent's inability or failure to obtain
any information not resulting from its own negligence, bad faith or willful
misconduct. Prior to January 30 of the first year in which the Paying Agent is
able to do so under applicable law, the Paying Agent shall file a Form 15
relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act.



                                     -221-

<PAGE>

     (b) The Form 10-K shall include any certification (the "Sarbanes-Oxley
Certification") required to be included therewith pursuant to the Sarbanes-Oxley
Act of 2002 and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff) and
a copy of such Sarbanes-Oxley Certification shall be provided to the Rating
Agencies. The Special Servicer and the Paying Agent (each, a "Performing Party")
shall provide to the Person who signs the Sarbanes-Oxley Certification (the
"Certifying Person") a certification (each, a "Performance Certification"), in
the form attached hereto as Exhibit CC, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can rely. The
Master Servicer shall serve as the Certifying Person on behalf of the Trust. In
addition, if the Performing Party is the Special Servicer, such Performing Party
shall execute a reasonable reliance certificate to enable the Certification
Parties to rely upon each annual statement of compliance provided pursuant to
Section 9.18, and shall include a certification that each such annual statement
of compliance discloses any deficiencies or defaults described to the certified
public accountants of such Performing Party to enable such accountants to render
the certificate provided for in Section 9.19. 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 Certifying
Person pursuant to this Section 8.26(b) with respect to the period of time it
was subject to this Agreement.

     (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii) negligence, bad faith or willful misconduct on the
part of the Performing Party in the performance of such obligations.

     (d) Nothing contained in this Section 8.26 shall be construed to require
any party to this Agreement other than the Master Servicer, or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement other than the Master Servicer, or
any of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley
Certification shall not be regarded as a breach by such party of any of its
obligations under this Agreement. This Section 8.26 may be amended by the
parties hereto pursuant to Section 13.3 for purposes of complying with the
Sarbanes-Oxley Act of 2002 or for purposes of designating the Certifying Person
without any Opinions of Counsel, Officer's Certificates, Rating Agency
Confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement.

     SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master Servicer shall
act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the REMICs
created hereby as REMICs under the Code. The Master Servicer shall take no
action or cause any REMIC Pool to take any action that could (i) endanger the
status of any REMIC Pool as a REMIC under the Code or (ii) result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Trustee shall
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the


                                     -222-

<PAGE>

contemplated action will not endanger such status or result in the imposition of
such tax. The Master Servicer shall comply with the provisions of Article XII
hereof.

     SECTION 8.28 TERMINATION. The obligations and responsibilities of the
Master Servicer created hereby (other than the obligation of the Master Servicer
to make payments to the Paying Agent as set forth in Section 8.29 and the
obligations of the Master Servicer to the Trustee, the Paying Agent, the Fiscal
Agent, the Special Servicer and the Trust) shall terminate (i) on the date which
is the later of (A) the final payment or other liquidation of the last Mortgage
Loan remaining outstanding (and final distribution to the Certificateholders) or
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(a)(iii), (iv), (viii), (ix) or (x) has occurred, 60 days following the date
on which the Trustee or Depositor gives written notice to the Master Servicer
that the Master Servicer is terminated or (iii) if an Event of Default described
in clauses 8.28(a)(i), (ii), (v), (vi) or (vii) has occurred, immediately upon
the date on which the Trustee or the Depositor gives written notice to the
Master Servicer that the Master Servicer is terminated. After any Event of
Default, the Trustee (i) may elect to terminate the Master Servicer by providing
such notice, and (ii) shall provide such notice if holders of Certificates
representing more than 25% of the Aggregate Certificate Balance of all
Certificates so direct the Trustee.

     (a) "Event of Default," wherever used herein, means any one of the
following events:

         (i) any failure by the Master Servicer to remit to the Paying Agent or
otherwise make any payment required to be remitted by the Master Servicer under
the terms of this Agreement, including any required Advances; or

         (ii) any failure by the Master Servicer to make a required deposit to
the Certificate Account which continues unremedied for one Business Day
following the date on which such deposit was first required to be made; or

         (iii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the duties, covenants or agreements
on the part of the Master Servicer contained in this Agreement which 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 by the Depositor or the Trustee; provided, however, that if the
Master Servicer certifies to the Trustee and the Depositor that the Master
Servicer is in good faith attempting to remedy such failure, such cure period
will be extended to the extent necessary to permit the Master Servicer to cure
such failure; provided, further that such cure period may not exceed 90 days; or

         (iv) any breach of the representations and warranties contained in
Section 8.20 hereof that materially and adversely affects the interest of any
holder of any Class of Certificates and that continues unremedied for a period
of 30 days after the date on which notice of such breach, requiring the same to
be remedied, shall have been given to the Master Servicer by the Depositor or
the Trustee, provided, however, that if the Master Servicer certifies to the
Trustee and the Depositor that the Master Servicer is in good faith attempting
to remedy such breach, such cure period will be extended to the extent necessary
to permit the Master Servicer to cure such breach; provided, further that such
cure period may not exceed 90 days; or




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         (v) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or

         (vi) the Master Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or of
or relating to all or substantially all of its property; or

         (vii) the Master 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

         (viii) the Master Servicer receives actual knowledge that Moody's has
(i) qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (ii) placed one or more Classes of Certificates on
"watch status" in contemplation of a rating downgrade or withdrawal (and such
"watch status" placement shall not have been withdrawn by Moody's within 60 days
of the date that the Master Servicer obtained such actual knowledge) and, in the
case of either of clauses (i) or (ii), citing servicing concerns with the Master
Servicer as the sole or material factor in such rating action.

         (ix) the Trustee shall receive notice from Fitch to the effect that the
continuation of the Master Servicer in such capacity would result in the
downgrade, qualification or withdrawal of any rating then assigned by Fitch to
any Class of Certificates; or

         (x) the Master Servicer has been downgraded to a servicer rating level
below "CMS3" (or its equivalent) by Fitch.

     (b) Notwithstanding the foregoing, if the Event of Default of the Master
Servicer occurs primarily by reason of the occurrence of a "Primary Servicing
Default" (as hereinafter defined) (that is, it would not have occurred but for
(a) the occurrence of such Primary Servicing Default and (b) the Master Servicer
failure to cause the cure of such event) and the Trustee (or the Trustee at the
direction of the Certificateholders pursuant to Section 8.28 hereof) elects to
terminate the Master Servicer, then Wells Fargo Bank, National Association shall
have the right to elect that the successor Master Servicer, upon its succession,
enter into a primary servicing agreement with Wells Fargo Bank, National
Association with respect to all Mortgage Loans as to which that Primary
Servicing Default occurred, so long as the initial Master Servicer has a
commercial loan master servicer rating of at least "CMS3" (or its equivalent) by
Fitch or a commercial loan primary servicer rating of at least "CPS3" (or its
equivalent) by Fitch, and such agreement shall be substantially in the form of
Exhibit G-1 hereto (but as if Wells Fargo Bank, National Association were the
Primary Servicer or Sub-Servicer thereunder and with applicable servicing fees
and excess fees as specified on the Mortgage Loan



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<PAGE>

Schedule); and, in the case of an agreement in the form of Exhibit G-1,
thereupon Wells Fargo Bank, National Association shall be deemed to have been
granted the rights and deemed to have assumed the obligations granted to or
imposed on "Primary Servicers" hereunder as to such Mortgage Loans (and under
such Primary Servicing Agreement). For purposes of the preceding sentence, a
"Primary Servicing Default" means an "event of default" of the related Primary
Servicer under the related Primary Servicing Agreement of either Principal
Global Investors, LLC or JHREF. If the Master Servicer is terminated based upon
an Event of Default set forth in clause (i) (as to the obligation to make P&I
Advances), (viii), (ix) or (x) of Section 8.28(a), then the Master Servicer
shall have the right to enter into a primary servicing agreement with the
successor Master Servicer with respect to all Mortgage Loans that are not then
subject to a Primary Servicing Agreement, so long as the terminated Master
Servicer is on the approved list of commercial mortgage loan servicers
maintained by Fitch.

     SECTION 8.29 PROCEDURE UPON TERMINATION.

     (a) Notice of any termination pursuant to clause (i) of Section 8.28(a),
specifying the Master Servicer Remittance Date upon which the final transfer by
the Master Servicer to the Paying Agent shall be made, shall be given promptly
in writing by the Master Servicer to the Paying Agent no later than the later of
(i) five Business Days after the final payment or other liquidation of the last
Mortgage Loan or (ii) the sixth day of the month of such final distribution.
Upon any such termination, the duties of the Master Servicer (other than the
obligation of the Master Servicer to pay to the Paying Agent the amounts
remaining in the Certificate Account as set forth below and the obligations of
the Master Servicer to the Trustee and the Trust and the Fiscal Agent as
provided herein) shall terminate and the Master Servicer shall transfer to the
Paying Agent the amounts remaining in the Certificate Account (and any
sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the Certificate Account and any other
account or fund maintained with respect to the Mortgage Loans.

     (b) On the date specified in a written notice of termination given to the
Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the date on
which a written notice of termination is given to the Master Servicer pursuant
to clause (iii) of Section 8.28(a) all authority, power and rights of the Master
Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall terminate (except for any rights relating to unpaid servicing
compensation or unreimbursed Advances or, if the terminated Master Servicer is
Wells Fargo Bank, National Association, its rights to the Excess Servicing Fee);
provided that in no event shall the termination of the Master Servicer be
effective until a successor servicer shall have succeeded the Master Servicer as
successor servicer, subject to approval by the Rating Agencies, notified the
Master Servicer of such designation and such successor servicer shall have
assumed the Master Servicer's obligations and responsibilities hereunder and
under the Primary Servicing Agreement, as set forth in an agreement
substantially in the form hereof, with respect to the Mortgage Loans and, in the
circumstances set forth in the last sentence of Section 8.28(b), entered into a
new primary servicing agreement with the predecessor Master Servicer in
substantially the same form as Exhibit AA attached hereto. Except as provided in
the next sentence, the Trustee may not succeed the Master Servicer as servicer
until and unless it has satisfied the provisions that would apply to a Person
succeeding to the business of the Master Servicer pursuant to Section 8.22(b)
hereof. Notwithstanding the foregoing sentence, in the event that the Master
Servicer is terminated as a result of an event described in Section


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8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor
servicer immediately upon delivery of a notice of termination to the Master
Servicer and shall use commercially reasonable efforts within 90 days of
assuming the duties of the Master Servicer, either to satisfy the conditions of
Section 8.22(b) hereof or to transfer the duties of the Master Servicer to a
successor servicer who has satisfied such conditions. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, 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 agrees to cooperate with the
Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of
the Master Servicer's responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Mortgagors of the assignment of the
servicing function and providing the Trustee all documents and records in
electronic or other form reasonably requested by it to enable the successor
servicer designated by the Trustee to assume the Master Servicer's functions
hereunder and to effect the transfer to such successor for administration by it
of all amounts which shall at the time be or should have been deposited by the
Master Servicer in the Certificate Account and any other account or fund
maintained or thereafter received with respect to the Mortgage Loans.

     (c) If the Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (viii), (ix) or (x) of Section 8.28(a), and if the
Master Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans under this Agreement from at least
three but no more than five Qualified Bidders or, if three Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are
Qualified Bidders. At the Trustee's request, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids. In no
event shall the Trustee be responsible if less than three Qualified Bidders
submit bids for the right to service the Mortgage Loans under this Agreement.

     (d) Each bid proposal shall require any Successful Bidder, as a condition
of its bid, to enter into this Agreement as successor Master Servicer, and to
agree to be bound by the terms hereof and the terms of the Primary Servicing
Agreement, not later than 30 days after termination of the Master Servicer
hereunder. The Trustee shall select the Qualified Bidder with the highest cash
bid (or such other Qualified Bidder as the Master Servicer may direct) (the
"Successful Bidder") to act as successor Master Servicer hereunder. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Master Servicer pursuant to the terms hereof, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than 10:00 a.m. New York City time on the date specified for the
assignment and assumption of the servicing rights hereunder.


     (e) Upon the assignment and acceptance of the servicing rights hereunder to
and by the Successful Bidder and receipt of such cash bid, the Trustee shall
remit or cause to be remitted to the terminated Master Servicer the amount of
such cash bid received from the Successful Bidder (net of all out-of-pocket
expenses incurred in connection with obtaining such


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bid and transferring servicing) by wire transfer of immediately available funds
to an account specified by the terminated Master Servicer no later than 1:00
p.m. New York City time on the date specified for the assignment and assumption
of the servicing rights hereunder.

     (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 30 days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further obligations under Section 8.29(c) and
may act or may select another successor to act as Master Servicer hereunder in
accordance with Section 8.29(b).

     (g) Notwithstanding anything to the contrary in this Section 8.29, the
successor master servicer must assume all of the obligations of the terminated
Master Servicer under the Primary Servicing Agreement as a condition precedent
to its becoming Master Servicer hereunder.


     For purposes of the foregoing provisions of Section 8.29(c), the phrase
"rights to service" shall be construed to exclude those servicing rights and
duties as to which Wells Fargo Bank, National Association has made an election
for the execution of a primary servicing agreement as contemplated by Section
8.28(b).

     SECTION 8.30 Operating Adviser Contact with Master Servicer and Special
Servicer.

     No less often than on a monthly basis or as agreed upon by the Master
Servicer and the Operating Adviser, each of the Master Servicer and the Special
Servicer shall, without charge, make a Servicing Officer available to answer
questions from the Operating Adviser 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. Each Primary Servicer
shall make a Servicing Officer available on any such call to answer questions
from the Operating Adviser regarding the Mortgage Loans and/or REO Properties
that it services.

                                   ARTICLE IX

     ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY
            SPECIAL SERVICER

     SECTION 9.1 DUTIES OF SPECIAL SERVICER.

     (a) Subject to the express provisions of this Agreement, for and on behalf
of the Trust and for the benefit of the Certificateholders as a whole, and,
solely as it relates to any A/B Mortgage Loan, for the benefit of the holder of
the related B Note and, solely as it relates to the Loan Pair, for the benefit
of the holder of the WestShore Plaza Companion Loan, the Special Servicer shall
service the Specially Serviced Mortgage Loans and manage the related REO
Properties in accordance with the provisions of this Agreement and the Servicing
Standard. Certain of the provisions of this Article IX make explicit reference
to their applicability to Mortgage Loans, the WestShore Plaza Companion Loan and
any B Note; notwithstanding such explicit references, references in this Article
IX to "Mortgage Loans" shall be construed, unless


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<PAGE>

otherwise specified, to refer also to such B Note and such WestShore Plaza
Companion Loan (but any other terms that are defined in Article I and used in
this Article IX shall be construed according to such definitions without regard
to this sentence).

     (b) The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations with respect to the Specially Serviced
Mortgage Loans hereunder; provided, however, that (i) the Special Servicer shall
not be required to produce any ad hoc reports or incur any unusual expense or
effort in connection therewith and (ii) if the Special Servicer elects to
provide such ad hoc reports, the Special Servicer may require the Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
The Special Servicer's obligations with respect to the servicing of any
Specially Serviced Mortgage Loan and any related REO Properties shall terminate
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage
Loan, unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

     (c) The Special Servicer shall send a written notice to the Master
Servicer, the Operating Adviser and the Paying Agent within two Business Days
after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage
Loan, which notice shall identify the applicable Mortgage Loan. Upon the receipt
of such notice by the Master Servicer and the Paying Agent, such Mortgage Loan
shall become a Rehabilitated Mortgage Loan and will be serviced by the Master
Servicer.

     (d) Upon the occurrence of a Servicing Transfer Event with respect to a
Mortgage Loan and upon the reasonable request of the Special Servicer, the
Master Servicer shall mark its records for such Mortgage Loan to cause any
monthly statements for amounts due on such Mortgage Loan to be sent thereafter
to the Special Servicer rather than the related Mortgagor. Upon receipt of any
such monthly statement, the Special Servicer shall, within two Business Days,
advise the Master Servicer of any changes to be made, and return the monthly
statement to the Master Servicer. The Master Servicer shall thereafter promptly
send the corrected monthly statement to the Mortgagor. If a Mortgage Loan
becomes a Rehabilitated Mortgage Loan, the Master Servicer shall send the
monthly statement to the Mortgagor as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan.

     (e) All amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become an
REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a B Note or the
WestShore Plaza Companion Loan) shall be deposited in the Certificate Account,
and all amounts collected by the Master Servicer with respect to a Specially
Serviced Mortgage Loan that is a B Note shall be deposited in the related A/B
Loan Custodial Account and all amounts collected by the Master Servicer with
respect to a Specially Serviced Mortgage Loan that is the WestShore Plaza
Companion Loan shall be deposited in the WestShore Plaza Companion Loan
Custodial Account. The Master Servicer shall within three Business Days after
receipt of any such payment, notify the Special Servicer of the receipt of such
payment and the amount thereof. The Special Servicer shall, within one Business
Day thereafter, instruct the Master Servicer in writing how to apply such
payment (with the application of such payments to be made in accordance with the
related Mortgage Loan documents (including the related Intercreditor Agreement,
if any) or in accordance with this Agreement, as applicable).



                                     -228-

<PAGE>

     (f) After the occurrence of any Servicing Transfer Event with respect to
any one or more Mortgage Loans that are the subject of any Environmental
Insurance Policy, (i) the Special Servicer shall monitor the dates by which any
claim must be made or action must be taken under such Environmental Insurance
Policy to achieve the payment of all amounts thereunder to which the Trust is
entitled in the event the Special Servicer has actual knowledge of any event
giving rise to a claim under such Environmental Insurance Policy (an "Insured
Environmental Event") and (ii) if the Special Servicer has actual knowledge of
an Insured Environmental Event with respect to such Mortgage Loan, the Special
Servicer shall take reasonable actions as are in accordance with the Servicing
Standard and the terms and conditions of the related Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to
which the Trust is entitled thereunder. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any
such claim shall be paid by, and reimbursable to, the Master Servicer (of if
applicable, the Special Servicer) as a Servicing Advance. All extraordinary
expenses (but not ordinary and routine or anticipated expenses) incurred by the
Special Servicer in fulfilling its obligations under this Section 9.1 shall be
paid by the Trust.

     SECTION 9.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF
SPECIAL SERVICER. The Special Servicer, at its expense, shall maintain in effect
a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy.
The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond
shall be issued by a Qualified Insurer (unless the Special Servicer self insures
as provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the Special Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer
meeting the requirements set forth above as of the date of such replacement. So
long as the long-term rating of the Special Servicer is not less than two rating
categories (ignoring pluses or minuses) lower than the highest rating of the
Certificates, but in any event not less than "Aa2" as rated by Moody's and "A"
as rated by Fitch, the Special Servicer may self-insure for the Servicer
Fidelity Bond and the Servicer Error and Omissions Insurance Policy.

     SECTION 9.3 SUB-SERVICERS. The Special Servicer shall have the right to use
a Sub-Servicer on the same terms and conditions as those set forth in Section
8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer shall notify
the Master Servicer, Trustee and solely as it relates to any A/B Mortgage Loan,
the holder of the related B Note, and solely as it relates to the Loan Pair, the
holder of the WestShore Plaza Companion Loan, of the appointment of any
Sub-Servicer of the Special Servicer.

     SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

     (a) Subject to the other terms and provisions of this Agreement (and, in
the case of any Non-Serviced Mortgage Loan, subject to the servicing of such
Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master
Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer), the
Special Servicer is hereby authorized and empowered when the Special Servicer
believes it appropriate in accordance with the Servicing Standard, to take any
and all the actions with respect to Specially Serviced Mortgage Loans which the
Master Servicer may perform as set forth in Section 8.3(a), including


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<PAGE>

(i) to execute and deliver, on behalf of itself or the Trust (or holder of a B
Note or the WestShore Plaza Companion Loan, as applicable), any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Specially
Serviced Mortgage Loans and with respect to the related REO Properties and (ii)
to effectuate foreclosure or other conversion of the ownership of any REO
Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date
a Power of Attorney in the form of Exhibit S-2 hereto and shall furnish the
Special Servicer from time to time, upon request, with any additional powers of
attorney of the Trust, empowering the Special Servicer to take such actions as
it determines to be reasonably necessary to comply with its servicing,
administrative and management duties hereunder, and the Trustee shall execute
and deliver or cause to be executed and delivered such other documents as a
Special Servicing Officer may request, that are necessary or appropriate to
enable the Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as the
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided, that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, the Special Servicer shall
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice
to the Trustee, unless the Special Servicer reasonably believes that such action
should be taken in less than five Business Days to preserve the property of the
Trust for the benefit of Certificateholders, and the Trustee may within five
Business Days of its receipt of such notice advise the Special Servicer that it
has received an Opinion of Counsel (the cost of which shall be an expense of the
Trust) from an attorney duly licensed to practice law in the state where the
related Mortgaged Property or REO Property is located, that it is likely that
the laws of the state in which said action is to be taken either prohibit such
action if taken in the name of the Trust or that the Trust would be adversely
affected under the "doing business" or tax laws of such state if such action is
taken in its name; provided, further, that the Special Servicer shall not be
liable to the extent that it relies on the advice provided in such Opinion of
Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer
shall take such action in the name of such Person or Persons, in trust for the
Trust (or holder of a B Note or the WestShore Plaza Companion Loan, if
applicable), as shall be consistent with the Opinion of Counsel obtained by the
Trustee. Such Person or Persons shall acknowledge in writing that such action is
being taken by the Special Servicer in the name of the Trust (or holder of a B
Note or the WestShore Plaza Companion Loan, if applicable). In the performance
of its duties hereunder, the Special Servicer shall be an independent contractor
and shall not, except in those instances where it is, after notice to the
Trustee as provided above, taking action in the name of the Trust (or holder of
a B Note or the WestShore Plaza Companion Loan, if applicable), be deemed to be
the agent of the Trust (or holder of a B Note or the WestShore Plaza Companion
Loan, as applicable). The Special Servicer shall indemnify the Trustee for any
loss, liability or reasonable expense (including attorneys' fees) incurred by
the Trustee or any director, officer, employee, agent or Controlling Person of
it or its affiliates in connection with any negligent or intentional misuse of
the foregoing powers of attorney furnished to the Special Servicer by the
Trustee. Such indemnification shall survive the resignation or termination of
the Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The Special Servicer shall not have any
responsibility or liability for any act or omission of the Trustee, the Master
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations



                                     -230-

<PAGE>

hereunder. The Special Servicer may conclusively rely on any advice of counsel
rendered in a Nondisqualification Opinion.

     (b) In servicing and administering the Specially Serviced Mortgage Loans
and managing any related REO Properties, the Special Servicer shall employ
procedures consistent with the Servicing Standard. The Special Servicer shall
conduct, or cause to be conducted, inspections, at its own expense, of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided,
that the Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on June 30 of any calendar
year (commencing with the twelve-month period ending June 30, 2004); provided
further that the Special Servicer shall, at the expense of the Trust, inspect or
cause to be inspected each Mortgaged Property related to a Mortgage Loan that is
delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The Special Servicer shall provide to the Master Servicer (who
shall provide, solely as it relates to any A/B Mortgage Loan, to the holder of
the related B Note, and solely as it relates to the Loan Pair, to the holder of
the WestShore Plaza Companion Loan) and the Operating Adviser copies of the
Inspection Reports relating to such inspections as soon as practicable after the
completion of any inspection.

     (c) Pursuant to the Loan Pair Intercreditor Agreement, the owner of the
WestShore Plaza Companion Loan has agreed that the Master Servicer and the
Special Servicer are authorized and obligated to service and administer such
WestShore Plaza Companion Loan pursuant to this Agreement.

     (d) Pursuant to the Loan Pair Intercreditor Agreement, each owner of the
WestShore Plaza Companion Loan has agreed that the Master Servicer and the
Special Servicer are authorized and obligated to service and administer such
WestShore Plaza Companion Loan pursuant to this Agreement. Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that
the Special Servicer's obligations and responsibilities hereunder and the
Special Servicer's authority with respect to the WestShore Plaza Pari Passu Loan
are limited by and subject to the terms of the Loan Pair Intercreditor
Agreement.

     (e) Pursuant to the applicable Non-Serviced Mortgage Loan Intercreditor
Agreement, the owners of a Non-Serviced Mortgage Loan have agreed that such
owner's rights in, to and under such Non-Serviced Mortgage Loan are subject to
the servicing and all other rights of the applicable Non-Serviced Mortgage Loan
Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer
and such Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage
Loan Special Servicer are authorized and obligated to service and administer
such Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Mortgage
Loan Pooling and Servicing Agreement. Notwithstanding anything herein to the
contrary, the parties hereto acknowledge and agree that the Special Servicer's
obligations and responsibilities hereunder and the Special Servicer's authority
with respect to any Non-Serviced Mortgage Loan are limited by and subject to the
terms of the applicable Non-Serviced Mortgage Loan Intercreditor Agreement and
the rights of the applicable Non-Serviced Mortgage Loan Master Servicer and the
applicable Non-Serviced Mortgage Loan Special Servicer with respect thereto
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
The Special Servicer shall take such actions as it shall deem reasonably
necessary to facilitate the


                                     -231-

<PAGE>

servicing of any Non-Serviced Mortgage Loan by the applicable Non-Serviced
Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan
Special Servicer including, but not limited to, delivering appropriate Requests
for Release to the Trustee and Custodian (if any) in order to deliver any
portion of the related Mortgage File to the applicable Non-Serviced Mortgage
Loan Master Servicer or applicable Non-Serviced Mortgage Loan Special Servicer
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

     SECTION 9.5 "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION AGREEMENTS;
MODIFICATIONS OF SPECIALLY SERVICED MORTGAGE LOANS; DUE-ON-ENCUMBRANCE CLAUSES.

     Subject to the limitations of Section 12.3, the Special Servicer shall have
the following duties and rights:

     (a) If any Specially Serviced Mortgage Loan contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

         (i) provides that such Specially Serviced Mortgage Loan shall (or may
at the Mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property or ownership interest
in the related Mortgagor, or

         (ii) provides that such Specially Serviced Mortgage Loan may not be
assumed, or ownership interests in the related Mortgagor may not be transferred,
without the consent of the related mortgagee in connection with any such sale or
other transfer,

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or exceeds $35,000,000 or is one
of the then current top 10 loans (by Principal Balance) in the pool, then prior
to waiving the effect of such provision, the Special Servicer shall obtain
Rating Agency Confirmation regarding such waiver. In connection with the request
for such consent, the Special Servicer shall prepare and deliver to Moody's and
Fitch a memorandum outlining its analysis and recommendation in accordance with
the Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide Moody's and Fitch with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Mortgage Loans below the threshold set forth above, but for
which the Special Servicer's decision will be sufficient and a Rating Agency
Confirmation is not required. As to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan and contains a provision in the nature of a "due-on-sale"
clause, the Special Servicer shall have the rights and duties set forth in
Section 8.7(b). The Special Servicer shall be entitled to 100% of all assumption
fees in connection with Specially Serviced Mortgage Loans.

     After notice to the Operating Adviser, the Special Servicer is also
authorized to take or enter into an assignment and assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
and/or to release the original Mortgagor from


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liability upon the Specially Serviced Mortgage Loan and substitute the new
Mortgagor as obligor thereon; provided, that except as otherwise permitted by
Section 9.5(c), any such assignment and assumption or substitution agreement
shall contain no terms that could result in an Adverse REMIC Event. To the
extent permitted by law, the Special Servicer shall enter into an assumption or
substitution agreement that is required under the related Mortgage Loan
documents (either as a matter of right or upon satisfaction of specified
conditions) and shall otherwise enter into any assumption or substitution
agreement only if the credit status of the prospective new mortgagor and the
underwriting of the new mortgagor is in compliance with the Special Servicer's
regular commercial mortgage origination or servicing standards and criteria. The
Special Servicer shall notify the Master Servicer of any such assignment and
assumption or substitution agreement and the Special Servicer shall forward to
the Trustee the original of such agreement, which original shall be added by the
Trustee to the related Mortgage File and shall, for all purposes, be considered
a part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.

     (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity
with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

     (c) Subject to the Servicing Standard and Sections 9.39 and 9.40, and the
rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would increase the
recovery on the Specially Serviced Mortgage Loan to Certificateholders, the
holder of the WestShore Plaza Companion Loan and the holder of the related B
Note (as a collective whole) on a net present value basis (the relevant
discounting of amounts that will be distributable to Certificateholders, the
holder of the WestShore Plaza Companion Loan and the holder of the related B
Note (as a collective whole) to be performed at the related Mortgage Rate (or,
in the case of an A/B Mortgage Loan, such discounting to be performed at the
weighted average of the Mortgage Rate and the stated mortgage rate on the B
Note), (C) such modification, waiver or amendment would not cause an Adverse
REMIC Event (including with respect to any securities evidencing interests in
any A Note or any B Note) to occur or adversely affect the tax status of


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the B Note Trust, and (D) if notice to the Operating Adviser of such
modification, waiver or amendment is required pursuant to Section 9.39, the
Special Servicer has made such notice. The Special Servicer, with respect to any
B Note and the WestShore Plaza Companion Loan that is a Specially Serviced
Mortgage Loan, shall notify the holder of the B Note and the WestShore Plaza
Companion Loan, as applicable, of any modification of the monthly payments of an
A/B Mortgage Loan or the Loan Pair, as the case may be, and such monthly
payments shall be allocated in accordance with the related Intercreditor
Agreement or Loan Pair Intercreditor Agreement, as applicable.

     In no event, however, shall the Special Servicer (i) extend the Maturity
Date of a Specially Serviced Mortgage Loan beyond a date that is two years prior
to the Rated Final Distribution Date or (ii) if the Specially Serviced Mortgage
Loan is secured by a ground lease, extend the Maturity Date of such Specially
Serviced Mortgage Loan unless the Special Servicer gives due consideration to
the remaining term of such ground lease. The Special Servicer shall not extend
the Maturity Date of any Mortgage Loan secured by a Mortgaged Property covered
by a group secured creditor impaired property environmental insurance policy for
more than five years beyond such Mortgage Loan's Maturity Date unless a new
Phase I Environmental Report indicates that there is no environmental condition
or the Mortgagor obtains, at its expense, an extension of such policy on the
same terms and conditions to cover the period through five years past the
extended Maturity Date, provided that, (i) if such Mortgage Loan is secured by a
ground lease, the Special Servicer shall give due consideration to the remaining
term of the ground lease and (ii) in no case shall the Maturity Date of any such
Mortgage Loan be extended past a date that is two years prior to the Rated Final
Distribution Date.

     The determination of the Special Servicer contemplated by clause (B) of the
proviso to the first paragraph of this Section 9.5(c) shall be evidenced by an
Officer's Certificate certifying the information in the proviso to the first
paragraph under this subsection (c).

     (d) In the event the Special Servicer intends to permit a Mortgagor to
substitute collateral for all or any portion of a Mortgaged Property pursuant to
Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant to
Section 9.5(c), if the security interest of the Trust, the holder of the
WestShore Plaza Companion Loan or the holder of any B Note in such collateral
would be perfected by possession, or if such collateral requires special care or
protection, then prior to agreeing to such substitution or addition of
collateral, the Special Servicer shall make arrangements for such possession,
care or protection, and prior to agreeing to such substitution or addition of
collateral (or such arrangement for possession, care or protection) shall obtain
the prior written consent of the Trustee with respect thereto (which consent
shall not be unreasonably withheld, delayed or conditioned); provided, however,
that the Trustee shall not be required (but has the option) to consent to any
substitution or addition of collateral or to hold any such collateral which will
require the Trustee to undertake any additional duties or obligations or incur
any additional expense. Notwithstanding the foregoing, the Special Servicer will
not permit a Mortgagor to substitute collateral for any portion of the Mortgaged
Property pursuant to Section 9.5(c) unless it shall have received a Rating
Agency Confirmation in connection therewith, the costs of which to be payable by
the related Mortgagor to the extent provided for in the Mortgage Loan documents.
If the Mortgagor is not required to pay for the Rating Agency Confirmation, then
such expense will be paid by the Trust. The parties hereto acknowledge that if
the Trust incurs any Additional Trust Expense associated solely with the release
of collateral that is not required to be paid by a Mortgagor pursuant to the
related



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Mortgage Loan documents (and such Additional Trust Expense is not paid by the
Mortgagor), including, but not limited to, rating agency fees, then the sole
obligation of the related Seller shall be to pay an amount equal to such expense
to the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such unpaid expense, regarding a Specially Serviced
Mortgage Loan, the Special Servicer shall request the related Seller to make
such payment by deposit to the Certificate Account.

     (e) The Special Servicer will promptly deliver to the Master Servicer, the
Operating Adviser, the Trustee, the Paying Agent, the Rating Agencies (and,
solely with respect to an A/B Mortgage Loan) a notice, specifying any such
assignments and assumptions, modifications, waivers or amendments, such notice
identifying the affected Specially Serviced Mortgage Loan. Such notice shall set
forth the reasons for such waiver, modification, or amendment (including, but
not limited to, information such as related income and expense statements, rent
rolls, occupancy status, property inspections, and an internal or external
appraisal performed in accordance with MAI standards and methodologies (and, if
done externally, the cost of such appraisal shall be recoverable as a Servicing
Advance subject to the provisions of Section 4.4 hereof)). The Special Servicer
shall also deliver to the Trustee (or the Custodian), for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment promptly following the execution thereof.

     (f) No fee described in this Section shall be collected by the Special
Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of the Mortgage Loan if the
collection of such fee would cause such consent, modification, waiver or
amendment to be a "significant modification" of the Mortgage Note within the
meaning of Treasury Regulation (Section) 1.860G-2(b). Subject to the foregoing,
the Special Servicer shall use its reasonable efforts, in accordance with the
Servicing Standard, to collect any modification fees and other expenses
connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed
modification shall not impair the right of the Special Servicer, the Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

     (g) The Special Servicer shall cooperate with the Master Servicer (as
provided in Section 8.7) in connection with assignments and assumptions of
Mortgage Loans that are not Specially Serviced Mortgage Loans, and shall be
entitled to receive 50% of any assumption fee paid by the related Mortgagor in
connection with an assignment and assumption executed pursuant to Section 8.7(a)
and 50% of any assumption fee paid by the related Mortgagor in connection with
an assignment and assumption executed pursuant to Section 8.7(b). The Special
Servicer shall be entitled to 100% of any assumption fee received in connection
with a Specially Serviced Mortgage Loan.

     (h) Notwithstanding anything herein to the contrary, (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from the Operating Adviser prior to acting,
and provisions of this Agreement requiring such shall be of no effect, if the
Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is elected and (ii) no advice,
direction or objection from or by the Operating Adviser, as contemplated by this
Agreement, may (and the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the



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Special Servicer has determined, in its reasonable good faith judgment would)
(A) require or cause the Special Servicer to violate applicable law, the terms
of any Mortgage Loan, any provision of this Agreement or the REMIC Provisions,
including the Special Servicer's obligation to act in accordance with the
Servicing Standard, (B) result in an Adverse REMIC Event with respect to any
REMIC Pool, (C) expose the Trust, the Depositor, the Master Servicer, the
Special Servicer, the Fiscal Agent, the Paying Agent or the Trustee, or any of
their respective Affiliates, officers, directors, employees or agents, to any
material claim, suit or liability, or (D) materially expand the scope of the
Special Servicer's responsibilities under this Agreement.

     (i) If any Specially Serviced Mortgage Loan which contains a provision in
the nature of a "due-on-encumbrance" clause, which by its terms:

         (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the creation of any additional lien or other
encumbrance on the related Mortgaged Property or a lien on an ownership interest
in the Mortgagor; or

         (ii) requires the consent of the mortgagee to the creation of any such
additional lien or other encumbrance on the related Mortgaged Property or a lien
on an ownership interest in the Mortgagor,

then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 9.5, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to
waiving the effect of such provision with respect to a Mortgage Loan, the
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver;
provided, however, that such Rating Agency Confirmation shall only be required
if the applicable Mortgage Loan (x) represents 2% or more of the Principal
Balance of all of the Mortgage Loans held by the Trust or is one of the 10
largest Mortgage Loans based on Principal Balance and (y) such Mortgage Loan has
a Loan-to-Value Ratio (which includes Junior Indebtedness and any other loans
secured by the related Mortgaged Property, if any) that is greater than or equal
to 85% and a Debt Service Coverage Ratio (which includes debt service on Junior
Indebtedness and any other loans secured by the related Mortgaged Property, if
any) that is less than 1.2x.

     SECTION 9.6 RELEASE OF MORTGAGE FILES.

     (a) Upon becoming aware of the payment in full of any Specially Serviced
Mortgage Loan, or the receipt by the Special Servicer of a notification that
payment in full will be escrowed in a manner customary for such purposes, or the
complete defeasance of a Mortgage Loan, the Special Servicer will immediately
notify the Master Servicer. The Special Servicer shall determine, in accordance
with the Servicing Standard, whether an instrument of satisfaction shall be
delivered and, if the Special Servicer determines that such instrument should be
delivered, the Special Servicer shall deliver written approval of such delivery
to the Master Servicer.

     (b) From time to time and as appropriate for the servicing or foreclosure
of any Specially Serviced Mortgage Loan or the management of the related REO
Property and in


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<PAGE>

accordance with the Servicing Standard, the Trustee shall execute or cause to be
executed such documents as shall be prepared and furnished to the Trustee by a
Special Servicing Officer (in form reasonably acceptable to the Trustee) and as
are necessary for such purposes. The Trustee or Custodian shall, upon request of
the Special Servicer and delivery to the Trustee or Custodian of a request for
release signed by a Special Servicing Officer substantially in the form of
Exhibit C, release the related Mortgage File to the Special Servicer. After the
transfer of servicing with respect to any Specially Serviced Mortgage Loan to
the Special Servicer, in accordance with the Servicing Standard, the Master
Servicer shall notify, in writing, the Mortgagor under each Specially Serviced
Mortgage Loan transferred to the Special Servicer, of such transfer.

     (c) The Special Servicer shall send notification in writing, to the Master
Servicer to request any documents and instruments in the possession of the
Master Servicer related to any Specially Serviced Mortgage Loan.

     (d) The Special Servicer shall, with respect to any Rehabilitated Mortgage
Loan, release to the Master Servicer all documents and instruments in the
possession of the Special Servicer related to such Rehabilitated Mortgage Loan.
Prior to the transfer of servicing with respect to any Rehabilitated Mortgage
Loan to the Master Servicer in accordance with the Servicing Standard, the
Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.

     SECTION 9.7 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL SERVICER
TO BE HELD FOR THE TRUSTEE.

     (a) The Special Servicer shall transmit to the Trustee or Custodian such
documents and instruments coming into the possession of the Special Servicer as
from time to time are required by the terms hereof to be delivered to the
Trustee. Any funds received by the Special Servicer in respect of any Specially
Serviced Mortgage Loan or any REO Property or which otherwise are collected by
the Special Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds in respect of any Specially Serviced Mortgage Loan or any REO Property
shall be transmitted to the Master Servicer within one Business Day of receipt
to the Certificate Account, except that if such amounts relate to REO Income,
they shall be deposited in the REO Account. The Special Servicer shall provide
access to information and documentation regarding the Specially Serviced
Mortgage Loans to the Trustee, the Master Servicer, the Fiscal Agent, the Paying
Agent, the Operating Adviser and their respective agents and accountants at any
time upon reasonable written request and during normal business hours, provided
that the Special Servicer shall not be required to take any action or provide
any information that the Special Servicer determines will result in any material
cost or expense to which it is not entitled to reimbursement hereunder or will
result in any material liability for which it is not indemnified hereunder;
provided further that the Trustee and the Paying Agent shall be entitled to
receive from the Special Servicer all such information as the Trustee and the
Paying Agent shall reasonably require to perform their respective duties
hereunder. In fulfilling such a request, the Special Servicer shall not be
responsible for determining whether such information is sufficient for the
Trustee's, the Master Servicer's, the Fiscal Agent's, the Paying Agent's or the
Operating Adviser's purposes.



                                     -237-

<PAGE>

     (b) The Special Servicer hereby acknowledges that the Trust (and/or the
holder of the related B Note, if an A/B Mortgage Loan is involved and/or the
holder of the WestShore Plaza Companion Loan, if the Loan Pair is involved) owns
the Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust (or the
holder of the related B Note, if an A/B Mortgage Loan is involved or the holder
of the WestShore Plaza Companion Loan, if the Loan Pair is involved).

     (c) The Special Servicer also agrees that it shall not create, incur or
subject any Specially Serviced Mortgage Loans, or any funds that are required to
be deposited in any REO Account to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, nor assert by legal action or
otherwise any claim or right of setoff against any Specially Serviced Mortgage
Loan or any funds, collected on, or in connection with, a Specially Serviced
Mortgage Loan.

     SECTION 9.8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL
SERVICER.

     (a) The Special Servicer hereby represents and warrants to and covenants
with the Trustee, as of the Closing Date:

         (i) the Special Servicer is duly organized, validly existing and in
good standing as a corporation under the laws of the State of Delaware, and
shall be in compliance with the laws of each State in which any Mortgaged
Property (including any REO Property) which is, or is related to a Specially
Serviced Mortgage Loan is located to the extent necessary to perform its
obligations under this Agreement, except where the failure to so qualify or
comply would not adversely affect the Special Servicer's ability to perform its
obligations hereunder in accordance with the terms of this Agreement;

         (ii) the Special Servicer has the full power and authority to execute,
deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Special Servicer has duly and
validly authorized the execution, delivery and performance by it of this
Agreement and this Agreement has been duly executed and delivered by the Special
Servicer; and this Agreement, assuming the due authorization, execution and
delivery thereof by the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent and the Master Servicer, evidences the valid and binding obligation of the
Special Servicer enforceable against the Special Servicer in accordance with its
terms subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, receivership and other similar laws
affecting creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);


                                     -238-

<PAGE>

         (iii) the execution and delivery of this Agreement by the Special
Servicer, the consummation by the Special Servicer of the transactions
contemplated hereby, and the fulfillment of or compliance by the Special
Servicer with the terms and conditions of this Agreement will not (1) result in
a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

         (iv) no litigation is pending or, to the best of the Special Servicer's
knowledge, threatened, against it, the outcome of which, in the Special
Servicer's reasonable judgment, could reasonably be expected to materially and
adversely affect the execution, delivery or enforceability of this Agreement or
its ability to service the Mortgage Loans or to perform any of its other
obligations hereunder in accordance with the terms hereof; and

         (v) no consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder.

     (b) It is understood that the representations and warranties set forth in
this Section 9.8 shall survive the execution and delivery of this Agreement.

     (c) Any cause of action against the Special Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the Special Servicer by any of the Trustee,
the Master Servicer, the Paying Agent or the Fiscal Agent. The Special Servicer
shall give prompt notice to the Trustee, the Fiscal Agent, the Paying Agent, the
Depositor, the Operating Adviser and the Master Servicer of the occurrence, or
the failure to occur, of any event that, with notice, or the passage of time or
both, would cause any representation or warranty in this Section to be untrue or
inaccurate in any respect.

     SECTION 9.9 STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL LIABILITY
INSURANCE POLICIES.

     (a) For all REO Property, the Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain with a Qualified
Insurer (A) a Standard Hazard Insurance Policy (that, if the terms of the
related Mortgage Loan documents and the related Mortgage so require, contains no
exclusion as to any Act or Acts of Terrorism, as defined in the Terrorism Risk
Insurance Act of 2002) which does not provide for reduction due to depreciation
in an amount which is not less than the full replacement cost of the
improvements of


                                     -239-

<PAGE>

such REO Property or in an amount not less than the unpaid Principal Balance
plus all unpaid interest and the cumulative amount of Servicing Advances (plus
Advance Interest) made with respect to such Mortgage Loan, any related B Note
and the WestShore Plaza Companion Loan, whichever is less, but, in any event, in
an amount sufficient to avoid the application of any co-insurance clause and (B)
any other insurance coverage for such REO Property which the related Mortgagor
was required to maintain for the related Mortgaged Property under the related
Mortgage, subject, as to earthquake insurance, to the second sentence following
this sentence. If the improvements to the Mortgaged Property are in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available),
the Special Servicer shall maintain a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage equal to the lesser of the then outstanding
Principal Balance of the Specially Serviced Mortgage Loan and unpaid Advances
(plus Advance Interest) and the maximum insurance coverage required under such
current guidelines. It is understood and agreed that the Special Servicer has no
obligation to obtain earthquake or other additional insurance on REO Property,
except as required by law or, with respect to insurance other than earthquake
insurance, as set forth in clause (B) of the first sentence of this Section
9.9(a) and, nevertheless, at its sole option and at the Trust's expense, it (if
required at origination and is available at commercially reasonable rates) may
obtain such earthquake insurance. The Special Servicer shall use its reasonable
efforts, consistent with the Servicing Standard, to obtain a comprehensive
general liability insurance policy for all REO Properties. The Special Servicer
shall, to the extent available at commercially reasonable rates (as determined
by the Special Servicer in accordance with the Servicing Standard) and to the
extent consistent with the Servicing Standard, use its reasonable efforts to
maintain a Rent Loss Policy covering revenues for a period of at least twelve
months and a comprehensive general liability policy with coverage comparable to
prudent lending requirements in an amount not less than $1 million per
occurrence. All applicable policies required to be maintained by the Special
Servicer pursuant to this Section 9.9(a) shall name the Trustee as loss payee
and be endorsed with a standard mortgagee clause. The costs of such insurance
shall be a Servicing Advance, subject to the provisions of Section 4.4 hereof.

     (b) Any amounts collected by the Special Servicer under any insurance
policies maintained pursuant to this Section 9.9 (other than amounts to be
applied to the restoration or repair of the REO Property) shall be deposited
into the applicable REO Account. Any cost incurred in maintaining the insurance
required hereby for any REO Property shall be a Servicing Advance, subject to
the provisions of Section 4.4 hereof.

     (c) Notwithstanding the above, the Special Servicer shall not be required
in any event to maintain or obtain insurance coverage beyond what is reasonably
available at a cost customarily acceptable and consistent with the Servicing
Standard; provided that, the Special Servicer will be required to maintain
insurance against property damages resulting from terrorism or similar acts if
the terms of the related Mortgage Loan documents so require unless the Special
Servicer determines that (i) such insurance is not available at any rate or (ii)
such insurance is not available at commercially reasonable rates and such
hazards are not at the time commonly insured against for properties similar to
the related Mortgaged Property and located in or around the region in which such
related Mortgaged Property is located. The Special Servicer shall notify the
Trustee of any such determination.



                                     -240-

<PAGE>

     (d) The Special Servicer shall conclusively be deemed to have satisfied its
obligations as set forth in this Section 9.9 either (i) if the Special Servicer
shall have obtained and maintained a master force placed or blanket insurance
policy insuring against hazard losses on all of the applicable Mortgage Loans,
the WestShore Plaza Companion Loan and any B Note serviced by it, it being
understood and agreed that such policy may contain a deductible clause on terms
substantially equivalent to those commercially available and maintained by
comparable servicers consistent with the Servicing Standard, and provided that
such policy is issued by a Qualified Insurer with a minimum claims paying
ability rating of at least "A2" by Moody's and "A" by Fitch or otherwise
approved by the Rating Agencies or (ii) if the Special Servicer, provided that
the rating of such Person's long-term debt is not less than "A2" by Moody's and
"A" by Fitch self-insures for its obligations as set forth in the first
paragraph of this Section 9.9. In the event that the Special Servicer shall
cause any Mortgage Loan, the WestShore Plaza Companion Loan and B Note to be
covered by such a master force placed or blanket insurance policy, the
incremental cost of such insurance allocable to such Mortgage Loan, WestShore
Plaza Companion Loan and B Note (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Special
Servicer as a Servicing Advance, subject to the provisions of Section 4.4
hereof. If such policy contains a deductible clause, the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 9.9 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or A/B Mortgage Loan
or (ii) if there is no deductible limitation required under the Mortgage Loan or
A/B Mortgage Loan, the deductible amount with respect to insurance policies
generally available on properties similar to the related Mortgaged Property
which is consistent with the Servicing Standard, and deliver to the Trustee an
Officer's Certificate describing the calculation of such amount. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
WestShore Plaza Companion Loan and any B Note, the Special Servicer agrees to
present, on its behalf and on behalf of the Trustee, claims under any such
master force placed or blanket insurance policy.

     SECTION 9.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The Special
Servicer will prepare and present or cause to be prepared and presented on
behalf of the Trustee all claims under the Insurance Policies with respect to
REO Property, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
recover under such policies. Any proceeds disbursed to the Special Servicer in
respect of such policies shall be promptly remitted to the Certificate Account,
upon receipt, except for any amounts realized that are to be applied to the
repair or restoration of the applicable REO Property in accordance with the
Servicing Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.10 shall be paid by the Trust.

SECTION 9.11 COMPENSATION TO THE SPECIAL SERVICER.

     (a) As compensation for its activities hereunder, the Special Servicer
shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and
(iii) the Work-Out Fee. Such amounts, if any, collected by the Special Servicer
from the related Mortgagor shall be



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transferred by the Special Servicer to the Master Servicer within one Business
Day of receipt thereof, and deposited by the Master Servicer in the Certificate
Account. The Special Servicer shall be entitled to receive a Liquidation Fee
from the Liquidation Proceeds received in connection with a final disposition of
a Specially Serviced Mortgage Loan or REO Property in whole or in part (whether
arising pursuant to a sale, condemnation or otherwise). With respect to each REO
Mortgage Loan that is a successor to a Mortgage Loan secured by two or more
Mortgaged Properties, the reference to "REO Property" in the preceding sentence
shall be construed on a property-by-property basis to refer separately to the
acquired real property that is a successor to each of such Mortgaged Properties,
thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation
Proceeds received in connection with a final disposition of, and Condemnation
Proceeds received in connection with, each such acquired property as the
Liquidation Proceeds related to that property are received. The Special Servicer
shall also be entitled to additional special servicing compensation of an amount
equal to the excess, if any, of the aggregate Prepayment Interest Excess
relating to Mortgage Loans which are Specially Serviced Mortgage Loans which
have received voluntary Principal Prepayments not from Liquidation Proceeds or
from modifications of Specially Serviced Mortgage Loans for each Distribution
Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans
for such Distribution Date. If the Special Servicer resigns or is terminated for
any reason, it shall retain the right to receive any Work-Out Fees payable on
Mortgage Loans that became Rehabilitated Mortgage Loans while it acted as
Special Servicer and remained Rehabilitated Mortgage Loans at the time of such
resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

     (b) The Special Servicer shall be entitled to cause the Master Servicer to
withdraw (i) from the Certificate Account, the Special Servicer Compensation in
respect of each Mortgage Loan (but not a B Note), (ii) from the WestShore Plaza
Companion Loan Custodial Account, the Special Servicer Compensation to the
extent related solely to the WestShore Plaza Companion Loan and (iii) from any
A/B Loan Custodial Account, the Special Servicer Compensation to the extent
related solely to the related B Note, in the time and manner set forth in
Section 5.2 of this Agreement. The Special Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.

     (c) Additional Special Servicer Compensation in the form of net interest or
income on any REO Account, assumption fees, extension fees, servicing fees,
Modification Fees, forbearance fees, Late Fees and default interest (net of
amounts used to pay Advance Interest) or other usual and customary charges and
fees actually received from the Mortgagor in connection with any Specially
Serviced Mortgage Loan shall be retained by the Special Servicer, to the extent
not required to be deposited in the Certificate Account pursuant to the terms of
this Agreement (other than any such fees payable in connection with any
Non-Serviced Mortgage Loan). The Special Servicer shall also be permitted to
receive 50% of all assumption fees collected with respect to Mortgage Loans that
are not Specially Serviced Mortgage Loans as provided in Section 8.7(a) and 100%
of all assumption fees collected with respect to Mortgage Loans that are
Specially Serviced Mortgage Loans as provided in Section 9.5(a) (other than any
such fees payable in connection with any Non-Serviced Mortgage Loan). To the
extent any component of Special Servicer Compensation is in respect of amounts
usually and customarily paid by Mortgagors, the Special Servicer shall use
reasonable good faith efforts to collect such amounts from the related
Mortgagor, and to the extent so collected, in full or in part, the Special



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Servicer shall not be entitled to compensation for the portion so collected
therefor hereunder out of the Trust.

     SECTION 9.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

     (a) The Special Servicer, in accordance with the Servicing Standard and
subject to Section 9.4(a) and Section 9.36, shall use its reasonable efforts to
foreclose upon, repossess or otherwise comparably convert the ownership of
Mortgaged Properties securing such of the Specially 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 of such Mortgage Loan, the
sale of such Mortgage Loan in accordance with this Agreement or the modification
of such Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other conversion of ownership, the Special Servicer shall follow
the Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for
Liquidation Expenses that would be a Nonrecoverable Advance unless the Special
Servicer determines that such Servicing Advance is in the best interest of the
Certificateholders.

     (b) The Special Servicer shall not acquire any personal property relating
to any Specially Serviced Mortgage Loan pursuant hereto unless either:

         (i) such personal property is incidental 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 received a Nondisqualification
Opinion (the cost of which shall be reimbursed by the Trust) to the effect that
the holding of such personal property by any REMIC Pool will not cause the
imposition of a tax on any REMIC Pool under the Code or cause any REMIC Pool to
fail to qualify as a REMIC.

     (c) Notwithstanding anything to the contrary in this Agreement, the Special
Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property
as a result of or in lieu of foreclosure or otherwise, and shall not otherwise
acquire possession of, or take any other action with respect to, any Mortgaged
Property, if, as a result of any such action the Trust, or any trust that holds
the WestShore Plaza Companion Loan would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA, or any applicable comparable
federal, state or local law, or a "discharger" or "responsible party"
thereunder, unless the Special Servicer has also previously determined in
accordance with the Servicing Standard, based on a Phase I Environmental Report
prepared by a Person (who may be an employee or affiliate of the Master Servicer
or the Special Servicer) who regularly conducts environmental site assessments
in accordance with the standards of FNMA in the case of multi-family mortgage
loans and customary servicing practices in the case of commercial loans for
environmental assessments, which report shall be delivered to the Trustee, that:

         (i) such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert
that taking such actions as are necessary to bring the Mortgaged Property in
compliance therewith is reasonably likely to produce a greater recovery on a net
present value basis than not taking such actions;


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<PAGE>

         (ii) taking such actions as are necessary to bring the Mortgaged
Property in compliance with applicable Environmental Laws is reasonably likely
to produce a greater recovery on a net present value basis than pursuing a claim
under the Environmental Insurance Policy; and

         (iii) there are no circumstances or conditions present or threatened at
such Mortgaged Property relating to the use, management, disposal or release of
any hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials for which investigation, testing, monitoring, removal,
clean-up or remediation could be required under any federal, state or local law
or regulation, or that, if any such materials are present for which such action
could be required, after consultation with an environmental expert taking such
actions with respect to the affected Mortgaged Property is reasonably likely to
produce a greater recovery on a net present value basis than not taking such
actions (after taking into account the projected costs of such actions);
provided, however, that such compliance pursuant to clause (i) and (ii) above or
the taking of such action pursuant to this clause (iii) shall only be required
to the extent that the cost thereof is a Servicing Advance of the Master
Servicer or the Special Servicer pursuant to this Agreement, subject to the
provisions of Section 4.4 hereof.

     (d) The cost of the Phase I Environmental Report contemplated by Section
9.12(c) may be treated as a Liquidation Expense, or in the event the related
Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

     (e) If the Special Servicer determines, pursuant to
Section 9.12(c), that taking such actions as are necessary to bring any
Mortgaged Property into compliance with applicable Environmental Laws, or taking
such actions with respect to the containment, removal, clean-up or remediation
of hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials affecting any such Mortgaged Property, is not
reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions (after taking into account the projected costs of
such actions) or than not pursuing a claim under the Environmental Insurance
Policy, then the Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust (and the holder of the related B Note if
in connection with an A/B Mortgage Loan and the holder of the WestShore Plaza
Companion Loan if in connection with the Loan Pair, taken as a collective
whole), including, without limitation, releasing the lien of the related
Mortgage. If the Special Servicer determines that a material possibility exists
that Liquidation Expenses with respect to Mortgaged Property (taking into
account the cost of bringing it into compliance with applicable Environmental
Laws) would exceed the Principal Balance of the related Mortgage Loan, the
Special Servicer shall not attempt to bring such Mortgaged Property into
compliance and shall not acquire title to such Mortgaged Property unless it has
received the written consent of the Trustee to such action.

     (f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of maintaining any action with
respect to any Specially



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Serviced Mortgage Loan, including, without limitation, any action to obtain a
deficiency judgment with respect to any Specially Serviced Mortgage Loan.

     SECTION 9.13 FORECLOSURE. In the event that the Trust obtains, through
foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

     The Special Servicer may consult with counsel to determine when an
Acquisition Date shall be deemed to occur under the REMIC Provisions with
respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage Loan
and the holder of the WestShore Plaza Companion Loan if in connection with the
Loan Pair), shall sell the REO Property expeditiously, but in any event within
the time period, and subject to the conditions, set forth in Section 9.15.
Subject to Section 9.15, the Special Servicer shall manage, conserve, protect
and operate the REO Property for the holders of beneficial interests in the
Trust (and the holder of the related B Note if in connection with an A/B
Mortgage Loan and the holder of the WestShore Plaza Companion Loan if in
connection with the Loan Pair) solely for the purpose of its prompt disposition
and sale.

     SECTION 9.14 OPERATION OF REO PROPERTY

     (a) The Special Servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the WestShore Plaza
Companion Loan if in connection with the Loan Pair) in the name of "LaSalle Bank
National Association, as Trustee for the Holders of Bear Stearns Commercial
Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series
2003-TOP12, the holder of the WestShore Plaza Companion Loan and the holder of
any B Note as their interests may appear [name of Property Account]" (each, an
"REO Account"), which shall be an Eligible Account. Amounts in any REO Account
shall be invested in Eligible Investments. The Special Servicer shall deposit
all funds received with respect to an REO Property in the applicable REO Account
within two days of receipt. The Special Servicer shall account separately for
funds received or expended with respect to each REO Property. All funds in each
REO Account may be invested only in Eligible Investments. The Special Servicer
shall notify the Trustee and the Master Servicer in writing of the location and
account number of each REO Account and shall notify the Trustee prior to any
subsequent change thereof.

     (b) On or before each Special Servicer Remittance Date, the Special
Servicer shall withdraw from each REO Account and deposit in the Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
REO Account sufficient funds for the proper operation, management and
maintenance of the related REO



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<PAGE>

Property, including, without limitation, the creation of reasonable reserves for
repairs, replacements, and necessary capital improvements and other related
expenses. The Special Servicer shall notify the Master Servicer of all such
deposits (and the REO Properties to which the deposits relate) made into the
Certificate Account and (ii) the Special Servicer shall be entitled to withdraw
from the REO Account and pay itself as additional Special Servicing Compensation
any interest or net reinvestment income earned on funds deposited in the REO
Account. The amount of any losses incurred in respect of any such investments
shall be for the account of the Special Servicer which shall deposit the amount
of such loss (to the extent not offset by income from other investments) in the
REO Account, out of its own funds immediately as realized. If the Special
Servicer deposits in any REO Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the REO Account, any
provision herein to the contrary notwithstanding.

     (c) If the Trust acquires the Mortgaged Property, the Special Servicer
shall have full power and authority, in consultation with the Operating Adviser,
and subject to the specific requirements and prohibitions of this Agreement and
any applicable consultation rights of the holder of the related B Note relating
to an A/B Mortgage Loan, to do any and all things in connection therewith as are
consistent with the Servicing Standard, subject to the REMIC Provisions, and in
such manner as the Special Servicer deems to be in the best interest of the
Trust (and in the case of any A/B Mortgage Loan, the holder of the related B
Note and the Trust as a collective whole and in the case of the Loan Pair, the
holder of the WestShore Plaza Companion Loan and the Trust as a collective
whole), and, consistent therewith, may advance from its own funds to pay for the
following items (which amounts shall be reimbursed by the Master Servicer or the
Trust subject to Sections 4.4 in accordance with Section 4.6(e)), to the extent
such amounts cannot be paid from REO Income:

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

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

         (iii) all costs and expenses necessary to maintain, operate, lease and
sell such REO Property (other than capital expenditures).

     (d) The Special Servicer may, and to the extent necessary to (i) preserve
the status of the REO Property as "foreclosure property" under the REMIC
Provisions or (ii) avoid the imposition of a tax on "income from nonpermitted
assets" within the meaning of the REMIC Provisions, shall contract with any
Independent Contractor for the operation and management of the REO Property,
provided that:

         (i) the terms and conditions of any such contract shall not be
inconsistent herewith;

         (ii) the terms of such contract shall be consistent with the provisions
of Section 856 of the Code and Treasury Regulation Section 1.856-4(b)(5);

         (iii) only to the extent consistent with (ii) above, any such contract
shall require, or shall be administered to require, that the Independent
Contractor (A) pay all


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<PAGE>

costs and expenses incurred in connection with the operation and management of
such Mortgaged Property underlying the REO Property and (B) deposit on a daily
basis all amounts payable to the Trust in accordance with the contract between
the Trust and the Independent Contractor in an Eligible Account;

         (iv) none of the provisions of this Section 9.14 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 to
the Trustee with respect to the operation and management of any such REO
Property;

         (v) if the Independent Contractor is an Affiliate of the Special
Servicer, the consent of the Operating Adviser and a Nondisqualification Opinion
must be obtained; and

         (vi) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.

     The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for the Trust (and, if applicable,
the holder of a B Note or the WestShore Plaza Companion Loan) pursuant to this
subsection (d) for indemnification of the Special Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. All fees of the Independent Contractor (other than fees
paid for performing services within the ordinary duties of a Special Servicer
which shall be paid by the Special Servicer) shall be paid from the income
derived from the REO Property. To the extent that the income from the REO
Property is insufficient, such fees shall be advanced by the Master Servicer or
the Special Servicer as a Servicing Advance, subject to the provisions of
Section 4.4 and Section 4.6(e) hereof.

     (e) Notwithstanding any other provision of this Agreement, the Special
Servicer shall not rent, lease, or otherwise earn income on behalf of the Trust
or the beneficial owners thereof with respect to REO Property which might cause
the REO Property to fail to qualify as "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code (without giving effect to the final sentence
thereof) or result in the receipt by any REMIC of any "income from nonpermitted
assets" within the meaning of Section 860F(a)(2) of the Code or any "net income
from foreclosure property" which is subject to tax under the REMIC Provisions
unless (i) the Trustee and the Special Servicer have received an Opinion of
Counsel (at the Trust's sole expense) to the effect that, under the REMIC
Provisions and any relevant proposed legislation, any income generated for the
Kimball Lane Loan REMIC or REMIC I by the REO Property would not result in the
imposition of a tax upon the Kimball Lane Loan REMIC or REMIC I or (ii) in
accordance with the Servicing Standard, the Special Servicer determines the
income or earnings with respect to such REO Property will offset any tax under
the REMIC Provisions relating to such income or earnings and will maximize the
net recovery from the REO Property to the Certificateholders. The Special
Servicer shall notify the Trustee, the Paying Agent and the Master Servicer of
any election by it to incur such tax, and the Special Servicer (i) shall hold in
escrow in an Eligible Account an amount equal to the tax payable thereby from
revenues collected from the related REO Property, (ii) provide the Paying Agent
with all information for the Paying Agent to file the necessary tax returns in
connection therewith and (iii) upon request


                                     -247-
<PAGE>
from the Paying Agent, pay from such account to the Paying Agent the
amount of the applicable tax. The Paying Agent shall file the applicable tax
returns based on the information supplied by the Special Servicer and pay the
applicable tax from the amounts collected by the Special Servicer.

     Subject to, and without limiting the generality of the foregoing, the
Special Servicer, on behalf of the Trust, shall not:

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

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

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

         (iv) Directly Operate, other than through an Independent Contractor, or
allow any other Person to Directly Operate, other than through an Independent
Contractor, the REO Property on any date more than 90 days after the Acquisition
Date; unless, in any such case, the Special Servicer has requested and received
an Opinion of Counsel at the Trust's sole expense to the effect that such action
will not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (without giving effect to
the final sentence thereof) at any time that it is held by the applicable REMIC
Pool, in which case the Special Servicer may take such actions as are specified
in such Opinion of Counsel.

     SECTION 9.15 SALE OF REO PROPERTY.

     (a) In the event that title to any REO Property is acquired by the Trust in
respect of any Specially Serviced 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 Operating Adviser, shall use its reasonable best
efforts to sell any REO Property as soon as practicable consistent with the
objective of maximizing proceeds for all Certificateholders (and with respect to
the WestShore Plaza Companion Loan or a B Note, for the holders of such loans,
as a collective whole), but in no event later than the end of the third calendar
year following the end of the year of its acquisition, and in any event prior to
the Rated Final Distribution Date or earlier to the extent necessary to comply
with REMIC provisions, unless (i) the Trustee, on behalf of the applicable REMIC
Pool, has been granted an extension of time (an "Extension") (which extension
shall be applied for at least 60 days prior to the expiration of the period
specified above) by the Internal Revenue Service to sell such REO Property (a
copy of which shall be delivered to the Paying Agent upon request), in which
case the Special Servicer shall continue to attempt to sell the REO Property for
its fair market value for such period longer than the period specified above as
such Extension permits or (ii) the Special Servicer seeks and subsequently



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receives, at the expense of the Trust, a Nondisqualification Opinion, addressed
to the Trustee and the Special Servicer, to the effect that the holding by the
Trust of such REO Property subsequent to the period specified above after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause
any REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding. If the Trustee has not received an Extension or such Opinion of
Counsel and the Special Servicer is not able to sell such REO Property within
the period specified above, or if an Extension has been granted and the Special
Servicer is unable to sell such REO Property within the extended time period,
the Special Servicer shall, after consultation with the Operating Adviser,
before the end of such period or extended period, as the case may be, auction
the REO Property to the highest bidder (which may be the Special Servicer) in
accordance with the Servicing Standard; provided, however, that no Interested
Person shall be permitted to purchase the REO Property at a price less than the
Purchase Price; and provided, further that if the Special Servicer intends to
bid on any REO Property, (i) the Special Servicer shall notify the Trustee of
such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust
an Appraisal of such REO Property (or internal valuation in accordance with the
procedures specified in Section 6.9) and (iii) the Special Servicer shall not
bid less than the fair market value set forth in such Appraisal. Neither any
Seller nor the Depositor may purchase REO Property at a price in excess of the
fair market value thereof.

     (b) Within 30 days of the sale of the REO Property, the Special Servicer
shall provide to the Trustee, the Paying Agent and the Master Servicer (and the
holder of the related B Note, if any, if in connection with an A/B Mortgage Loan
and the holder of the WestShore Plaza Companion Loan, if in connection with the
Loan Pair) a statement of accounting for such REO Property, including without
limitation, (i) the Acquisition Date for the REO Property, (ii) the date of
disposition of the REO Property, (iii) the sale price and related selling and
other expenses, (iv) accrued interest (including interest deemed to have
accrued) on the Specially Serviced Mortgage Loan to which the REO Property
related, calculated from the Acquisition Date to the disposition date, (v) final
property operating statements, and (vi) such other information as the Trustee or
the Paying Agent (and the holder of the related B Note, if any, if in connection
with an A/B Mortgage Loan and the holder of the WestShore Plaza Companion Loan,
if in connection with the Loan Pair) may reasonably request in writing.

     (c) The Liquidation Proceeds from the final
disposition of the REO Property shall be deposited in the Certificate Account
within one Business Day of receipt.

     (d) The Special Servicer shall provide the necessary information to the
Master Servicer and the Paying Agent to allow the Master Servicer to prepare,
deliver and file reports of foreclosure and abandonment in accordance with
Section 6050J and Section 6050P, if required, of the Code with respect to such
REO Property and shall deliver such information with respect thereto as the
Master Servicer or the Paying Agent may request in writing.

     SECTION 9.16 REALIZATION ON COLLATERAL SECURITY. In connection with the
enforcement of the rights of the Trust to any property securing any Specially
Serviced Mortgage Loan other than the related Mortgaged Property, the Special
Servicer shall consult with counsel to determine how best to enforce such rights
in a manner consistent with the REMIC Provisions and shall not, based on a
Nondisqualification Opinion addressed to the Special Servicer and the Trustee
(the cost of which shall be an expense of the Trust) take any action that could
result in



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the failure of any REMIC Pool to qualify as a REMIC while any Certificates are
outstanding, unless such action has been approved by a vote of 100% of each
Class of Certificateholders (including the Class R-I, Class R-II, Class R-III
and Class R-K Certificateholders).

     SECTION 9.17 RESERVED

     SECTION 9.18 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. The Special
Servicer shall deliver to the Paying Agent and the Master Servicer on or before
noon (Eastern Time) on March 15 of each calendar year (or March 14 if a leap
year), commencing in March 2004, an Officer's Certificate stating, as to the
signer thereof, that (A) a review of the activities of the Special Servicer
during the preceding calendar year or portion thereof and of the performance of
the Special Servicer under this Agreement has been made under such officer's
supervision and (B) to the best of such officer's knowledge, based on such
review, the Special Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. The Special Servicer
shall deliver such Officer's Certificate to the Depositor and the Trustee by
April 7 of each calendar year. The Special Servicer shall forward a copy of each
such statement to the Rating Agencies. The Paying Agent shall forward a copy of
each such statement to the Luxembourg Paying Agent. Promptly after receipt of
such Officer's Certificate, the Depositor shall review the Officer's Certificate
and, if applicable, consult with the Special Servicer as to the nature of any
defaults by the Special Servicer in the fulfillment of any of the Special
Servicer's obligations hereunder.

     SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT. On or before
noon (Eastern Time) on March 15 of each calendar year (or March 14 if a leap
year), beginning with March 2004, the Special Servicer at its expense shall
cause a nationally recognized firm of Independent public accountants (who may
also render other services to the Special Servicer, as applicable) to furnish to
the Paying Agent and the Master Servicer (in electronic format) a statement to
the effect that (a) such firm has examined certain documents and records
relating to the servicing of the Mortgage Loans under this Agreement or the
servicing of mortgage loans similar to the Mortgage Loans under substantially
similar agreements for the preceding calendar year and (b) the assertion by
management of the Special Servicer, that it maintained an effective internal
control system over the servicing of such mortgage loans is fairly stated in all
material respects, based upon established criteria, which statement meets the
standards applicable to accountant's reports intended for general distribution;
provided that each of the Master Servicer and the Special Servicer shall not be
required to cause the delivery of such statement until April 15 in any given
year so long as it has received written confirmation from the Depositor that a
Report on Form 10-K is not required to be filed in respect of the Trust Fund for
the preceding calendar year. The Special Servicer shall deliver such statement
to the Depositor, each Rating Agency, the Trustee, and, upon request, the
Operating Adviser by April 7 of each calendar year (or by April 30 of each
calendar year if the statement is not required to be delivered until April 15).
The Paying Agent shall promptly deliver such statement to the Luxembourg Paying
Agent. Promptly after receipt of such report, the Depositor shall review the
report and, if applicable, consult with the Special Servicer as to the nature of
any defaults by the Special Servicer in the fulfillment of any of the Special
Servicer's obligations hereunder.



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     SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which the Special
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Special Servicer
shall be a party, or any Person succeeding to the business of the Special
Servicer, shall be the successor of the Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation (including with respect to any securities rated by a
Rating Agency evidencing interests in the A Notes and any B Note). If the
conditions to the proviso in the foregoing sentence are not met, the Trustee may
terminate the Special Servicer's servicing of the Specially Serviced Mortgage
Loans pursuant hereto, such termination to be effected in the manner set forth
in Section 9.31.

     SECTION 9.21 RESIGNATION OF SPECIAL SERVICER.

     (a) Except as otherwise provided in this Section 9.21, the Special Servicer
shall not resign from the obligations and duties hereby imposed on it unless it
determines that the Special Servicer's 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. Any such
determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, the Operating Adviser and the Trustee. No such resignation shall
become effective until a successor servicer designated by the Operating Adviser
and the Trustee shall have (i) satisfied the requirements that would apply
pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the Special Servicer's responsibilities and obligations
under this Agreement and (iii) Rating Agency Confirmation (including with
respect to any securities rated by a Rating Agency evidencing interests in the A
Notes and any B Note).shall have been obtained. Notice of such resignation shall
be given promptly by the Special Servicer to the Master Servicer and the
Trustee.

     (b) The Special Servicer may resign from the obligations and duties hereby
imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor Special Servicer is (x) available, (y) reasonably acceptable to the
Operating Adviser, the Depositor, and the Trustee, and (z) willing to assume the
obligations, responsibilities and covenants to be performed hereunder by the
Special Servicer on substantially the same terms and conditions, and for not
more than equivalent compensation as that herein provided, (ii) the successor
Special Servicer has assets of at least $15,000,000 and (iii) Rating Agency
Confirmation is obtained with respect to such resignation, as evidenced by a
letter from each Rating Agency delivered to the Trustee. Any costs of such
resignation and of obtaining a replacement Special Servicer shall be borne by
the Special Servicer and shall not be an expense of the Trust.

     (c) No such resignation under paragraph (b) above shall become effective
unless and until such successor Special Servicer enters into a servicing
agreement with the Trustee assuming the obligations and responsibilities of the
Special Servicer hereunder in form and substance reasonably satisfactory to the
Trustee.


     (d) Upon any resignation of the Special Servicer, it shall retain the right
to receive any and all Work-Out Fees payable in respect of Mortgage Loans, the
WestShore Plaza Companion Loan and any B Note that became Rehabilitated Mortgage
Loans during the period that it acted as Special Servicer and that were still
Rehabilitated Mortgage Loans at the time of


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<PAGE>

such resignation (and the successor Special Servicer shall not be entitled to
any portion of such Work-Out Fees), in each case until such time (if any) as
such Mortgage Loan, the WestShore Plaza Companion Loan or B Note again becomes a
Specially Serviced Mortgage Loan or are no longer included in the Trust.

     SECTION 9.22 ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER. The
Special Servicer shall have the right without the prior written consent of the
Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or
delegate certain duties to other professionals such as attorneys and appraisers,
as an agent of the Special Servicer or Sub-Servicers (as provided in Section
9.3) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Special Servicer hereunder or (B) assign and
delegate all of its duties hereunder. In the case of any such assignment and
delegation in accordance with the requirements of clause (A) of this Section,
the Special Servicer shall not be released from its obligations under this
Agreement. In the case of any such assignment and delegation in accordance with
the requirements of clause (B) of this Section, the Special Servicer shall be
released from its obligations under this Agreement, except that the Special
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor, the Master Servicer,
the Primary Servicer and the Trustee notice of such assignment and delegation;
(ii) such purchaser or transferee accepting such assignment and delegation
executes and delivers to the Depositor and the Trustee an agreement accepting
such assignment, which contains an assumption by such Person of the rights,
powers, duties, responsibilities, obligations and liabilities of the Special
Servicer, with like effect as if originally named as a party to this Agreement;
(iii) the purchaser or transferee has assets in excess of $15,000,000; (iv) such
assignment and delegation is the subject of a Rating Agency Confirmation; and
(v) the Depositor consents to such assignment and delegation, such consent not
be unreasonably withheld. Notwithstanding the above, the Special Servicer may
appoint Sub-Servicers in accordance with Section 9.3 hereof.

     SECTION 9.23 LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND OTHERS.

     (a) Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to the
Certificateholders, the holder of any B Note, the holder of the WestShore Plaza
Companion Loan or the Trustee for any action taken or for refraining from the
taking of any action in good faith and using reasonable business judgment;
provided that this provision shall not protect the Special Servicer or any such
person against any breach of a representation or warranty contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties hereunder or by reason of
negligent disregard of obligations and duties hereunder. The Special Servicer
and any director, officer, employee or agent of the Special Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the information and
reports delivered by or at the direction of the Master Servicer or any director,
officer, employee or agent of the Master Servicer) respecting any matters
arising hereunder. The Special Servicer shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
duties to service the Specially Serviced Mortgage Loans in accordance with this
Agreement; provided that the Special Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the



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<PAGE>

Certificateholders, the holder of any B Note, the holder of the WestShore Plaza
Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or
shall undertake any such action if instructed to do so by the Trustee. In such
event, all legal expenses and costs of such action (other than those that are
connected with the routine performance by the Special Servicer of its duties
hereunder) shall be expenses and costs of the Trust, and the Special Servicer
shall be entitled to be reimbursed therefor as a Servicing Advance, together
with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any
term in this Agreement, the Special Servicer shall not be relieved from
liability to, or entitled to indemnification from, the Trust for any action
taken by it at the direction of the Operating Adviser which is in conflict with
the Servicing Standard.

     (b) In addition, the Special Servicer shall have no liability with respect
to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Special Servicer and conforming to the requirements of
this Agreement. Neither the Special Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgment made in good faith by any officer, unless it shall be proved that the
Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

     (c) The Special Servicer shall not be obligated to incur any liabilities,
costs, charges, fees or other expenses which relate to or arise from any breach
of any representation, warranty or covenant made by the Depositor, the Master
Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall
indemnify and hold harmless the Special Servicer from any and all claims,
liabilities, costs, charges, fees or other expenses which relate to or arise
from any such breach of representation, warranty or covenant to the extent such
amounts are not recoverable from the party committing such breach.

     (d) Except as otherwise specifically provided herein:

         (i) the Special Servicer may rely, and shall be protected in acting or
refraining from acting upon, any resolution, officer's certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed or in good faith believed by it to be genuine and to have been signed
or presented by the proper party or parties;

         (ii) 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 and in accordance with such advice or Opinion of
Counsel;

         (iii) the Special Servicer shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Agreement; and



                                     -253-

<PAGE>

         (iv) the Special Servicer, in preparing any reports hereunder, may
rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed or in good faith
believed by it to be genuine.

     (e) The Special Servicer and any director, officer, employee or agent of
the Special Servicer shall be indemnified by the Master Servicer, the Trustee,
the Paying Agent and the Fiscal Agent, as the case may be, and held harmless
against any loss, liability or expense including reasonable attorneys' fees
incurred in connection with any legal action relating to the Master Servicer's,
the Trustee's, the Paying Agent's or the Fiscal Agent's, as the case may be,
respective willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or by reason of negligent disregard by such
Person of its respective duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of any of the Special Servicer's duties hereunder or by reason
of negligent disregard of the Special Servicer's obligations and duties
hereunder. The Special Servicer shall promptly notify the Master Servicer, the
Trustee, the Paying Agent and the Fiscal Agent if a claim is made by a third
party entitling the Special Servicer to indemnification hereunder, whereupon the
Master Servicer, the Trustee or the Paying Agent, in each case, to the extent
the claim was made in connection with its willful misfeasance, bad faith or
negligence, shall assume the defense of any such claim (with counsel reasonably
satisfactory to the Special Servicer). Any failure to so notify the Master
Servicer, the Trustee or the Paying Agent shall not affect any rights the
Special Servicer may have to indemnification hereunder or otherwise, unless the
interest of the Master Servicer, the Trustee or the Paying Agent is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the Special
Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Special Servicer hereunder. Any payment hereunder
made by the Master Servicer, the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, pursuant to this paragraph to the Special Servicer shall be
paid from the Master Servicer's, the Trustee's, Fiscal Agent's or the Paying
Agent's, as the case may be, own funds, without reimbursement from the Trust
therefor, except achieved through subrogation as provided in this Agreement. Any
expenses incurred or indemnification payments made by the Trustee, the Paying
Agent, the Fiscal Agent or the Master Servicer shall be reimbursed by the party
so paid, if a court of competent jurisdiction makes a final judgment that the
conduct of the Trustee, the Paying Agent, the Fiscal Agent or the Master
Servicer, as the case may be, was (x) not culpable or (y) found to not have
acted with willful misfeasance, bad faith or negligence.

     SECTION 9.24 INDEMNIFICATION; THIRD-PARTY CLAIMS.

     (a) The Special Servicer and any director, officer, employee or agent of
the Special Servicer shall be indemnified and held harmless by the Trust, out of
the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the
extent that the matter relates to such A/B Mortgage Loan) against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to (i) this Agreement, and (ii) any
action taken by the Special Servicer in accordance with the instruction
delivered in writing to the Special Servicer by the Trustee or the Master
Servicer pursuant to any provision of this Agreement in each case and the
Special Servicer and each of its directors, officers, employees and agents shall
be entitled to



                                      -254-

<PAGE>

indemnification from the Trust for any loss, liability or expense (including
attorneys' fees) incurred in connection with the provision by the Special
Servicer of any information included by the Special Servicer in the report
required to be provided by the Special Servicer pursuant to this Agreement,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of negligent disregard of obligations and duties hereunder. The
Special Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Special Servicer) and the Trust shall pay, from
amounts on deposit in the Certificate Account pursuant to Section 5.2, 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. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer. Any expenses incurred or indemnification payments made by the
Trust shall be reimbursed by the Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.
Notwithstanding the foregoing, if such loss, liability or expense relates
specifically to the WestShore Plaza Pari Passu Loan (or another Mortgage Loan
included in the Trust) or the WestShore Plaza Companion Loan, then such
indemnification shall be paid out of collections on, and other proceeds of, such
WestShore Plaza Pari Passu Loan, other Mortgage Loan or the WestShore Plaza
Companion Loan, as applicable and not out of proceeds of any related B Note. If
such loss, liability or expense relates to an A/B Mortgage Loan but does not
relate to the related A Note and does not relate primarily to the administration
of the Trust or any REMIC formed hereunder or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC provisions of the
Code or the actual payment of any REMIC tax or expense, then such
indemnification shall be paid first out of collections on, and other proceeds
of, the related B Note until such point as such indemnification is paid in full
or a Final Recovery Determination has been made with respect to such B Note and
only then out of collections on, and other proceeds of, the related A Note.

     (b) The Special Servicer agrees to indemnify the Trust, and the Trustee,
the Fiscal Agent, the Depositor, the Master Servicer, the Paying Agent and any
director, officer, employee or agent or Controlling Person of the Trustee, the
Fiscal Agent, the Depositor and the Master Servicer, and hold them harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer may sustain arising from or as a result of
the willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor,
the Paying Agent or the Master Servicer shall immediately notify the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Special Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer, as the case may be) 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 Special Servicer shall not affect any rights the Trust
or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer may have to indemnification under this Agreement or otherwise, unless
the



                                     -255-

<PAGE>

Special Servicer'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 Special Servicer, the Paying
Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification
payments made by the Special Servicer shall be reimbursed by the party so paid,
if a court of competent jurisdiction makes a final, non-appealable judgment that
the conduct of the Special Servicer was not culpable or found to have acted with
willful misfeasance, bad faith or negligence.

     (c) The initial Special Servicer and the Depositor expressly agree that the
only information furnished by or on behalf of the Special Servicer for inclusion
in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is
the information set forth in the paragraph under the caption "SERVICING OF THE
MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of
the Preliminary Prospectus Supplement and Final Prospectus Supplement.

     (d) Any Non-Serviced Mortgage Loan Special Servicer and any director,
officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer
shall be indemnified by the Trust and held harmless against the Trust's pro rata
share of any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to any Non-Serviced
Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating
to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to
the related Non-Serviced Mortgage Loan Companion Loans), reasonably requiring
the use of counsel or the incurring of expenses other than any losses incurred
by reason of any Non-Serviced Mortgage Loan Special Servicer's willful
misfeasance, bad faith or negligence in the performance of its duties under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

     SECTION 9.25 RESERVED

     SECTION 9.26 SPECIAL SERVICER MAY OWN CERTIFICATES. The Special Servicer or
any agent of the Special Servicer in its individual capacity or in any other
capacity may become the owner or pledgee of Certificates with the same rights as
it would have if they were not the Special Servicer or such agent. Any such
interest of the Special Servicer or such agent in the Certificates shall not be
taken into account when evaluating whether actions of the Special Servicer are
consistent with its obligations in accordance with the Servicing Standard
regardless of whether such actions may have the effect of benefiting the Class
or Classes of Certificates owned by the Special Servicer.

     SECTION 9.27 TAX REPORTING. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

     SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated that the
Master Servicer will be collecting all payments with respect to the Mortgage
Loans, the WestShore



                                     -256-

<PAGE>

Plaza Companion Loan and any B Note (other than payments with respect to REO
Income). If, however, the Special Servicer should receive any payments with
respect to any Mortgage Loan (other than REO Income) it shall, within one
Business Day of receipt from the Mortgagor or otherwise of any amounts
attributable to payments with respect to or the sale of any Mortgage Loan or any
Specially Serviced Mortgage Loan, if any, (but not including REO Income, which
shall be deposited in the applicable REO Account as provided in Section 9.14
hereof), either, (i) forward such payment (endorsed, if applicable, to the order
of the Master Servicer), to the Master Servicer, or (ii) deposit such amounts,
or cause such amounts to be deposited, in the Certificate Account. The Special
Servicer shall notify the Master Servicer of each such amount received on or
before the date required for the making of such deposit or transfer, as the case
may be, indicating the Mortgage Loan or Specially Serviced Mortgage Loan to
which the amount is to be applied and the type of payment made by or on behalf
of the related Mortgagor.

     SECTION 9.29 COMPLIANCE WITH REMIC PROVISIONS. The Special Servicer shall
act in accordance with this Agreement and the provisions of the Code relating to
REMICs in order to create or maintain the status of any REMIC Pool as a REMIC
under the Code or, as appropriate, adopt a plan of complete liquidation. The
Special Servicer shall not take any action or cause any REMIC Pool to take any
action that would (i) endanger the status of any REMIC as a REMIC under the Code
or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any
REMIC Pool (including, but not limited to, the tax on prohibited transactions as
defined in Code Section 860F(a)(2) or on prohibited contributions pursuant to
Section 860G(d)) unless the Master Servicer and the Trustee have received a
Nondisqualification Opinion (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such tax. The Special Servicer shall comply with
the provisions of Article XII hereof.

     SECTION 9.30 TERMINATION.

     (a) The obligations and responsibilities of the Special Servicer created
hereby (other than the obligation of the Special Servicer to make payments to
the Master Servicer as set forth in Section 9.28 and the obligations of the
Special Servicer pursuant to Sections 9.8 and 9.24 hereof) shall terminate on
the date which is the earliest of (i) the later of (A) the final payment or
other liquidation of the last Mortgage Loan remaining outstanding (and final
distribution to the Certificateholders) or, (B) the disposition of all REO
Property in respect of any Specially Serviced Mortgage Loan (and final
distribution to the Certificateholders), (ii) 60 days following the date on
which the Trustee or the Operating Adviser has given written notice to the
Special Servicer that the Special Servicer is terminated pursuant to Section
9.30(b) or 9.30(c), respectively, and (iii) the effective date of any
resignation of the Special Servicer effected pursuant to and in accordance with
Section 9.21. The obligations and responsibilities of the Special Servicer
created hereby with respect to the Loan Pair (other than the obligation of the
Special Servicer to make payments to the Master Servicer as set forth in Section
9.28, the obligations of the Special Servicer pursuant to Sections 9.8 and 9.24
hereof and obligations under this Agreement that survive termination) shall
terminate on the date that is 60 days following the date on which the Trustee
has given written notice to the Special Servicer that this Agreement is
terminated with respect to the Special Servicer's obligations with respect to
such Loan Pair pursuant to Section 9.30(d).



                                     -257-

<PAGE>

     (b) The Trustee may terminate the Special Servicer in the event that (i)
the Special Servicer has failed to remit any amount required to be remitted to
the Trustee, the Master Servicer, the Fiscal Agent, the Paying Agent or the
Depositor within one (1) Business Day following the date such amount was
required to have been remitted under the terms of this Agreement, (ii) the
Special Servicer has failed to deposit into any account any amount required to
be so deposited or remitted under the terms of this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; (iii) the Special Servicer
has failed to duly observe or perform in any material respect any of the other
covenants or agreements of the Special Servicer set forth in this Agreement, and
the Special Servicer has failed to remedy such failure within thirty (30) days
after written notice of such failure, requiring the same to be remedied, shall
have been given to the Special Servicer by the Depositor or the Trustee;
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, and the Certificateholders would not be affected thereby, such cure
period will be extended to the extent necessary to permit the Special Servicer
to cure such failure; provided, however, that such cure period may not exceed 90
days; (iv) the Special Servicer has made one or more false or misleading
representations or warranties herein that materially and adversely affects the
interest of any Class of Certificates, and has failed to cure such breach within
thirty (30) days after notice of such breach, requiring the same to be remedied,
shall have been given to the Special Servicer by the Depositor or the Trustee,
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, such cure period may be extended to the extent necessary to permit the
Special Servicer to cure such failure; provided, however, that such cure period
may not exceed 90 days; (v) the Trustee shall receive notice from Fitch to the
effect that the continuation of the Special Servicer in such capacity would
result in the downgrade, qualification or withdrawal of any rating then assigned
by Fitch to any Class of Certificates; (vi) a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; (vii) the
Special Servicer shall consent to the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings relating to the Special Servicer or of or relating to all or
substantially all of its property; or (viii) the Special Servicer thereof shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations, or take any corporate action in
furtherance of the foregoing; or (ix) a Special Servicing Officer of the Special
Servicer receives actual knowledge that Moody's has (A) qualified, downgraded or
withdrawn its rating or ratings of one or more Classes of Certificates, or (B)
placed one or more Classes of Certificates on "watch status" in contemplation of
a rating downgrade or withdrawal (and such "watch status" placement shall not
have been withdrawn by Moody's within 60 days of the date that a Special
Servicing Officer of the Special Servicer obtained such actual knowledge) and,
in the case of either of clauses (A) or (B), citing servicing concerns with the
Special Servicer as the sole or material factor in such rating action. Such
termination shall be effective on the date after the


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<PAGE>

date of any of the above events that the Trustee specifies in a written notice
to the Special Servicer specifying the reason for such termination. The
Operating Adviser shall have the right to appoint a successor if the Trustee
terminates the Special Servicer.

     (c) The Operating Adviser shall have the right to direct the Trustee to
terminate the Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall have received Rating Agency Confirmation
(including with respect to any securities rated by a Rating Agency evidencing
interests in the A Notes and any B Note) from each Rating Agency prior to the
termination of the Special Servicer. The Special Servicer shall not be
terminated pursuant to this subsection (c) until a successor Special Servicer
shall have been appointed. The Operating Adviser shall pay any costs and
expenses incurred by the Trust in connection with the removal and appointment of
a Special Servicer (unless such removal is based on any of the events or
circumstances set forth in Section 9.30(b)).

     SECTION 9.31 PROCEDURE UPON TERMINATION.

     (a) Notice of any termination pursuant to clause (i) of Section 9.30(a),
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Special Servicer to the Trustee and the
Paying Agent no later than the later of (i) five Business Days after the final
payment or other liquidation of the last Mortgage Loan or (ii) the sixth day of
the month in which the final Distribution Date will occur. Upon any such
termination, the rights and duties of the Special Servicer (other than the
rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23
and 9.24 hereof) shall terminate and the Special Servicer shall transfer to the
Master Servicer the amounts remaining in each REO Account and shall thereafter
terminate each REO Account and any other account or fund maintained with respect
to the Specially Serviced Mortgage Loans.

     (b) On the date specified in a written notice of termination given to the
Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of the Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided, that in no event shall the termination of the Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded the Special Servicer as successor Special Servicer, notified the
Special Servicer of such designation, and such successor Special Servicer shall
have assumed the Special Servicer's obligations and responsibilities, as set
forth in an agreement substantially in the form hereof, with respect to the
Specially Serviced Mortgage Loans. The Trustee or other successor Special
Servicer may not succeed the Special Servicer as Special Servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of the Special Servicer pursuant to Section 9.20 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent
in effecting the termination of the Special Servicer's responsibilities and
rights hereunder as Special Servicer including, without limitation,


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<PAGE>

providing the Trustee all documents and records in electronic or other form
reasonably requested by it to enable the successor Special Servicer designated
by the Trustee to assume the Special Servicer's functions hereunder and to
effect the transfer to such successor for administration by it of all amounts
which shall at the time be or should have been deposited by the Special Servicer
in any REO Account and any other account or fund maintained or thereafter
received with respect to the Specially Serviced Mortgage Loans. On the date
specified in a written notice of termination given to the Special Servicer
pursuant to the second sentence of Section 9.30(a), all authority, power and
rights of the Special Servicer under this Agreement with respect to the
WestShore Plaza Pari Passu Loan, whether such Mortgage Loan is a Specially
Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Special
Servicer, 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.

     (c) If the Special Servicer receives a written notice of termination
pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth
in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee
with the appropriate "request for proposal" materials within five Business Days
after receipt of such written notice of termination, then the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by the
Special Servicer) solicit good faith bids for the rights to be appointed as
Special Servicer under this Agreement from at least three but no more than five
Qualified Bidders or, if three Qualified Bidders cannot be located, then from as
many persons as the Trustee can determine are Qualified Bidders. At the
Trustee's request, the Special Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids. In no event shall the Trustee be
responsible if less than three Qualified Bidders submit bids for the right to
service the Mortgage Loans, the WestShore Plaza Companion Loan and any B Note
under this Agreement.

     (d) Each bid proposal shall require any Successful Bidder, as a condition
of its bid, to enter into this Agreement as successor Special Servicer, and to
agree to be bound by the terms hereof, not later than 30 days after termination
of the Special Servicer hereunder. The Trustee shall select the Qualified Bidder
with the highest cash bid (or such other Qualified Bidder as the Master Servicer
may direct) that is also acceptable to the Operating Adviser (the "Successful
Bidder") to act as successor Special Servicer hereunder. If no bidder is
acceptable to the Operating Adviser, the Operating Adviser shall appoint the
successor Special Servicer after consultation with the Controlling Class,
provided that the successor Special Servicer so appointed must be bound by the
terms of this Agreement and there must be delivered a Rating Agency Confirmation
(including with respect to any securities evidencing interests in the A Notes)
in connection with such appointment. The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Special Servicer pursuant to
the terms hereof not later than 30 days after the termination of the Special
Servicer hereunder, and in connection therewith to deliver the amount of the
Successful Bidder's cash bid to the Trustee by wire transfer of immediately
available funds to an account specified by the Trustee no later than 10:00 a.m.
New York City time on the date specified for the assignment and assumption of
the servicing rights hereunder.

     (e) Upon the assignment and acceptance of the servicing right hereunder to
and by the Successful Bidder and receipt of such cash bid, the Trustee shall
remit or cause to be remitted to the terminated Special Servicer the amount of
such cash bid received from the



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<PAGE>

Successful Bidder (net of out-of-pocket expenses incurred in connection with
obtaining such bid and transferring servicing) by wire transfer of immediately
available funds to an account specified by the terminated Special Servicer no
later than 1:00 p.m. New York City time on the date specified for the assignment
and assumption of the servicing rights hereunder.

     (f) If the Successful Bidder has not entered into this Agreement as
successor Special within 30 days after the termination of the Special Servicer
hereunder or no Successful Bidder was identified within such 30-day period, the
Trustee shall have no further obligations under Section 9.31(c) and may act or
may select another successor to act as Special Servicer hereunder in accordance
with Section 9.31(b).

     SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

     (a) The Special Servicer, for each Specially Serviced Mortgage Loan, shall
provide to the Master Servicer and the Paying Agent one (1) Business Day after
the Determination Date for each month, the CMSA Special Servicer Loan File in
such electronic format as is mutually acceptable to the Master Servicer and the
Special Servicer and in CMSA format. The Master Servicer and the Paying Agent
may use such reports or information contained therein to prepare its reports and
the Master Servicer may, at its option, forward such reports directly to the
Depositor and the Rating Agencies.

     (b) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the Master Servicer no
later than the ten Business Day following such Final Recovery Determination.

     (c) The Special Servicer shall provide to the Master Servicer or the Paying
Agent at the reasonable request in writing of the Master Servicer or the Paying
Agent, any information in its possession with respect to the Specially Serviced
Mortgage Loans which the Master Servicer or Paying Agent, as the case may be,
shall require in order for the Master Servicer or the Paying Agent to comply
with its obligations under this Agreement; provided that the Special Servicer
shall not be required to take any action or provide any information that the
Special Servicer determines will result in any material cost or expense to which
it is not entitled to reimbursement hereunder or will result in any material
liability for which it is not indemnified hereunder. The Master Servicer shall
provide the Special Servicer at the request of the Special Servicer any
information in its possession with respect to the Mortgage Loans which the
Master Servicer shall require in order for the Special Servicer to comply with
its obligations under this Agreement.

     (d) Not later than 20 days after each Special Servicer Remittance Date, the
Special Servicer shall forward to the Master Servicer a statement setting forth
the status of each REO Account as of the close of business on such Special
Servicer Remittance Date, stating that all remittances required to be made by it
as required by this Agreement to be made by the Special Servicer have been made
(or, if any required distribution has not been made by the Special Servicer,
specifying the nature and status thereof) and showing, for the period from the
day following the preceding Special Servicer Remittance


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<PAGE>

Date to such Special Servicer Remittance Date, the aggregate of deposits into
and withdrawals from each REO Account for each category of deposit specified in
Section 5.1 of this Agreement and each category of withdrawal specified in
Section 5.2 of this Agreement.

     (e) The Special Servicer shall use reasonable efforts to obtain and, to the
extent obtained, to deliver electronically using the ARCap Naming Convention to
the Master Servicer, the Paying Agent, the Rating Agencies and the Operating
Adviser, on or before April 15 of each year, commencing with April 15, 2004, (i)
copies of the prior year operating statements and quarterly statements, if
available, for each Mortgaged Property underlying a Specially Serviced Mortgage
Loan or REO Property as of its fiscal year end, provided that either the related
Mortgage Note or Mortgage requires the Mortgagor to provide such information, or
if the related Mortgage Loan has become an REO Property, (ii) a copy of the most
recent rent roll available for each Mortgaged Property, and (iii) a table,
setting forth the Debt Service Coverage Ratio and occupancy with respect to each
Mortgaged Property covered by the operating statements delivered above;
provided, that, with respect to any Mortgage Loan that becomes a Specially
Serviced Mortgage Loan prior to April 15, 2004 and for which the items in clause
(i) and (ii) above have not been delivered, the Special Servicer shall use
reasonable efforts to obtain and, to the extent obtained, deliver such items to
the Master Servicer, the Paying Agent, the Rating Agencies and the Operating
Adviser as soon as possible after receipt of such items.

     (f) The Special Servicer shall deliver to the Master Servicer, the
Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or the Depositor
may from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

     (g) The Special Servicer shall deliver electronically using the ARCap
Naming Convention a written Inspection Report of each Specially Serviced
Mortgage Loan in accordance with Section 9.4(b) to the Operating Adviser.

     (h) The Special Servicer shall provide, as soon as practicable after a
Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master Servicer
its estimate of the net recoverable amount to the Certificateholders (and the
holder of the B Note if in connection with an A/B Mortgage Loan and the holder
of the WestShore Plaza Companion Loan if in connection with the Loan Pair) and
anticipated expenses in connection therewith (and a general description of the
plan to achieve such recovery) of such Specially Serviced Mortgage Loan and
other information reasonably requested by the Master Servicer. The Special
Servicer shall update such information on a quarterly basis.

     SECTION 9.33 SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND
PAYING AGENT.

     (a) The Special Servicer shall furnish on a timely basis such reports,
certifications, and information as are reasonably requested by the Master
Servicer, the Trustee, the Paying Agent or any Primary Servicer to enable it to
perform its duties under this Agreement


                                     -262-

<PAGE>

or the Primary Servicing Agreement, as applicable; provided that no such request
shall (i) require or cause the Special Servicer to violate the Code, any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the servicing standards set forth in this Agreement and to
maintain the REMIC status of any REMIC Pool or (ii) expose the Special Servicer,
the Trust, the Fiscal Agent, the Paying Agent or the Trustee to liability or
materially expand the scope of the Special Servicer's responsibilities under
this Agreement. In addition, the Special Servicer shall notify the Master
Servicer of all expenditures incurred by it with respect to the Specially
Serviced Mortgage Loans which are required to be made by the Master Servicer as
Servicing Advances as provided herein, subject to the provisions of Section 4.4
hereof. The Special Servicer shall also remit all invoices relating to Servicing
Advances promptly upon receipt of such invoices.

     (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall not be an expense of the Trust:

         (i) whether the foreclosure of a Mortgaged Property relating to a
Specially Serviced Mortgage Loan would be in the best economic interest of the
Trust;

         (ii) if the Special Servicer elects to proceed with a foreclosure,
whether a deficiency judgment should or should not be sought because the likely
recovery will or will not be sufficient to warrant the cost, time and exposure
of pursuing such judgment;

         (iii) whether the waiver or enforcement of any "due-on-sale" clause or
"due-on-encumbrance" clause contained in a Mortgage Loan or a Specially Serviced
Mortgage Loan is in the best economic interest of the Trust;

         (iv) in connection with entering into an assumption agreement from or
with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, or to release the original
Mortgagor from liability upon a Specially Serviced Mortgage Loan and substitute
a new Mortgagor, and whether the credit status of the prospective new Mortgagor
is in compliance with the Special Servicer's regular commercial mortgage
origination or servicing standard;

         (v) in connection with the foreclosure on a Specially Serviced Mortgage
Loan secured by a Mortgaged Property which is not in compliance with CERCLA, or
any comparable environmental law, whether it is in the best economic interest of
the Trust to bring the Mortgaged Property into compliance therewith and an
estimate of the cost to do so; and

         (vi) with respect to any proposed modification (which shall include any
proposed release, substitution or addition of collateral), extension, waiver,
amendment, discounted payoff or sale of a Mortgage Loan, prepare a summary of
such proposed action and an analysis of whether or not such action is reasonably
likely to produce a greater recovery on a present value basis than liquidation
of such Mortgage Loan; such analysis shall specify the basis on which the
Special Servicer made such determination, including the status of any existing
material default or the grounds for concluding that a payment default is
imminent.

     SECTION 9.34 RESERVED



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<PAGE>

     SECTION 9.35 RESERVED

     SECTION 9.36 SALE OF DEFAULTED MORTGAGE LOANS.

     (a) The holder of Certificates evidencing the greatest percentage interest
in the Controlling Class, the Special Servicer and each Seller (other than Wells
Fargo Bank, National Association) as to those Mortgage Loans sold to the
Depositor by such Seller only (in such capacity, together with any assignee, the
"Option Holder") shall, in that order, have the right, at its option (the
"Option"), to purchase a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) from the Trust at a price equal to the Option Purchase Price upon receipt
of notice from the Special Servicer that such Mortgage Loan has become at least
60 days delinquent as to any monthly debt service payment (or is delinquent as
to its Balloon Payment); provided, however, that with respect to an A Note, the
Option Holder's rights under this Section 9.36 are subject to the rights of the
holder of the related B Note to purchase the A Note pursuant to the terms of the
related Intercreditor Agreement. The Option is exercisable, subject to Section
2.3, from that date until terminated pursuant to clause (e) below, and during
that period the Option shall be exercisable in any month only during the period
from the 10th calendar day of such month through the 25th calendar day,
inclusive, of such month. The Trustee on behalf of the Trust shall be obligated
to sell such Mortgage Loan upon the exercise of the Option (whether exercised by
the original holder thereof or by a holder that acquired such Option by
assignment), but shall have no authority to sell such Mortgage Loan other than
in connection with the exercise of an Option (or in connection with a repurchase
of a Mortgage Loan under Article II, an optional termination pursuant to Section
10.1 or a qualified liquidation of a REMIC Pool) or if such Mortgage Loan is an
A Note, to the holder of the related B Note pursuant to the terms of the related
Intercreditor Agreement. Any Option Holder that exercises the Option shall be
required to purchase the applicable Mortgage Loan on the 4th Business Day after
such exercise. If any Option Holder desires to waive its right to exercise the
Option, then it shall so notify the Trustee in writing, and the Trustee shall
promptly notify the next party eligible to hold the Option set forth above of
its rights hereunder. Any of the parties eligible to hold the Option set forth
above may at any time notify the Trustee in writing of its desire to exercise
the Option, and the Trustee shall promptly notify (i) the current Option Holder
(and the other parties eligible to hold the Option) and (ii) solely with respect
to an Option to purchase an A Note, the holder of the related B Note, of such
party's desire to exercise the Option; provided that none of the Trustee, the
Master Servicer or the Special Servicer shall disclose the Option Purchase Price
to the holder of such related B Note. If the Option Holder neither (i) exercises
the Option nor (ii) surrenders its right to exercise the Option within 3
Business Days of its receipt of that notice, then the Option Holder's right to
exercise the Option shall lapse, and the Trustee shall promptly notify the next
party eligible to hold the Option (and the other parties eligible to hold the
Option) of its rights thereunder. The Certificate Registrar shall notify the
Trustee as to the identity of the holder of Certificates evidencing the greatest
percentage interest in the Controlling Class for purposes of determining an
Option Holder.

     (b) The purchase price in connection with the exercise of the Option (the
"Option Purchase Price") shall be an amount equal to the fair value of the
related Mortgage Loan, as determined by the Special Servicer. Prior to the
Special Servicer's determination of fair value referred to above, the fair value
of a Mortgage Loan shall be deemed to be an amount equal to the Purchase Price
plus (i) any prepayment penalty or yield maintenance charge then payable upon
the prepayment of such Mortgage Loan and (ii) the reasonable fees and expenses


                                     -264-

<PAGE>

of the Special Servicer, the Master Servicer and the Trustee incurred in
connection with the sale of the Mortgage Loan. The Special Servicer shall
determine the fair value of a Mortgage Loan on the later of (A) as soon as
reasonably practical upon the Mortgage Loan becoming 60 days delinquent or upon
the Balloon Payment becoming delinquent and (B) the date that is 75 days after
the Special Servicer's receipt of the Servicer Mortgage File relating to such
Mortgage Loan, and the Special Servicer shall promptly notify the Option Holder
(and the Trustee and each of the other parties set forth above that could become
the Option Holder) of (i) the Option Purchase Price and (ii) if such Mortgage
Loan is an A Note, that the A Note is subject to the terms of the related
Intercreditor Agreement and that any purchaser of the A Note will be subject to
such Intercreditor Agreement. The Special Servicer is required to recalculate
the fair value of the Mortgage Loan if there has been a material change in
circumstances or the Special Servicer has received new information (including,
without limitation, any cash bids received from the holder of the related B Note
in connection with an A Note), either of which has a material effect on the fair
value, provided that the Special Servicer shall be required to recalculate the
fair value of the Mortgage Loan if the time between the date of last
determination of the fair value of the Mortgage Loan and the date of the
exercise of the Option has exceeded 60 days. Upon any recalculation, the Special
Servicer shall be required to promptly notify in writing each Option Holder (and
the Trustee and each of the other parties set forth above that could become the
Option Holder) of the revised Option Purchase Price. Any such recalculation of
the fair value of the Mortgage Loan shall be deemed to renew the Option in its
original priority at the recalculated price with respect to any party as to
which the Option had previously expired or been waived, unless the Option has
previously been exercised by an Option Holder at a higher Option Purchase Price.
In determining fair value, the Special Servicer shall take into account, among
other factors, the results of any Appraisal or updated Appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months; any views on fair value expressed by Independent investors
in mortgage loans comparable to the Mortgage Loan (provided that the Special
Servicer shall not be obligated to solicit such views); the period and amount of
any delinquency on the affected Mortgage Loan; whether to the Special Servicer's
actual knowledge, the Mortgage Loan is in default to avoid a prepayment
restriction; the physical condition of the related Mortgaged Property; the state
of the local economy; the expected recoveries from the Mortgage Loan if the
Special Servicer were to pursue a workout or foreclosure strategy instead of the
Option being exercised; and the Trust's obligation to dispose of any REO
Property as soon as practicable consistent with the objective of maximizing
proceeds for all Certificateholders, but in no event later than the three-year
period (or such extended period) specified in Section 9.15. If the Mortgage Loan
as to which the Option relates is the WestShore Plaza Pari Passu Loan, then the
Option Holder, in connection with its exercise of such option, shall also be
required to purchase the WestShore Plaza Companion Loan. Pursuant to the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement, if the holder of the
option thereunder repurchases a Non-Serviced Mortgage Loan Companion Loan in
connection with its exercise of such option, then the holder of the option shall
also be required to purchase the related Non-Serviced Mortgage Loan.

     (c) Any Option relating to a Mortgage Loan shall be assignable to a third
party (including, without limitation, in connection with an A Note, the holder
of the related B Note and in connection with the WestShore Plaza Pari Passu
Loan, the holder of the WestShore Plaza Companion Loan) by the Option Holder at
its discretion at any time after its receipt of notice from the Special Servicer
that an Option is exercisable with respect to a specified Mortgage Loan, and
upon such assignment such third party shall have all of the rights granted to


                                     -265-

<PAGE>

the Option Holder hereunder in respect of the Option. Such assignment shall only
be effective upon written notice (together with a copy of the executed
assignment and assumption agreement) being delivered to the Trustee, the Master
Servicer and the Special Servicer, and none of such parties shall be obligated
to recognize any entity as an Option Holder absent such notice.

     (d) If the Special Servicer, the holder of Certificates representing the
greatest percentage interest in the Controlling Class or an Affiliate of either
thereof elects to exercise the Option, the Trustee shall be required to
determine whether the Option Purchase Price constitutes a fair price for the
Mortgage Loan. Upon request of the Special Servicer to make such a
determination, the Trustee will do so within a reasonable period of time (but in
no event more than 15 Business Days). In doing so, the Trustee may rely on the
opinion of an Appraisal or other expert in real estate matters selected by the
Trustee with reasonable care and retained by the Trustee at the expense of the
party exercising the Option. The Trustee may also rely on the most recent
Appraisal of the related Mortgaged Property that was prepared in accordance with
this Agreement. If the Trustee were to determine that the Option Purchase Price
does not constitute a fair price, then the Special Servicer shall redetermine
the fair value taking into account the objections of the Trustee.

     (e) The Option shall terminate, and shall not be exercisable as set forth
in clause (a) above (or if exercised, but the purchase of the related Mortgage
Loan has not yet occurred, shall terminate and be of no further force or effect)
if the Mortgage Loan to which it relates is no longer delinquent as set forth
above because the Mortgage Loan has (i) become a Rehabilitated Mortgage Loan,
(ii) been subject to a workout arrangement, (iii) been foreclosed upon or
otherwise resolved (including by a full or discounted pay-off) or (iv) been
purchased by the related Seller pursuant to Section 2.3. In addition, the Option
with respect to an A Note shall terminate upon the purchase of the A Note by the
holder of the related B Note pursuant to the related Intercreditor Agreement.

     (f) Unless and until an Option Holder exercises an Option, the Special
Servicer shall continue to service and administer the related Mortgage Loan in
accordance with the Servicing Standard and this Agreement, and shall pursue such
other resolution or recovery strategies, including workout or foreclosure, as is
consistent with this Agreement and the Servicing Standard.

     SECTION 9.37 OPERATING ADVISER; ELECTIONS.

     (a) In accordance with Section 9.37(c), the Certificateholders representing
more than 50% of the Certificate Balance of the Certificates of the then
Controlling Class may elect the Operating Adviser. The Operating Adviser shall
be elected for the purpose of receiving reports and information from the Special
Servicer in respect of the Specially Serviced Mortgage Loans.

     (b) The initial Operating Adviser is ARCap CMBS Fund REIT, Inc. The
Controlling Class shall give written notice to the Trustee, the Paying Agent and
the Master Servicer of the appointment of any subsequent Operating Adviser (in
order to receive notices hereunder). If a subsequent Operating Adviser is not so
appointed, an election of an Operating Adviser also shall be held. Notice of the
meeting of the Holders of the Controlling Class shall be mailed or delivered to
each Holder by the Paying Agent, not less than 10 nor more than 60 days



                                     -266-

<PAGE>

prior to the meeting. The notice shall state the place and the time of the
meeting, which may be held by telephone. A majority of Certificate Balance of
the Certificates of the then Controlling Class, present in person or represented
by proxy, shall constitute a quorum for the nomination of an Operating Adviser.
At the meeting, each Holder shall be entitled to nominate one Person to act as
Operating Adviser. The Paying Agent shall cause the election of the Operating
Adviser to be held as soon thereafter as is reasonably practicable.

     (c) Each Holder of the Certificates of the Controlling Class shall be
entitled to vote in each election of the Operating Adviser. The voting in each
election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall
promptly notify the Trustee of the identity of the Operating Adviser. Until an
Operating Adviser is elected by Holders of Certificates representing more than
50% of the Certificate Balance of the Certificates of the then Controlling Class
or in the event that an Operating Adviser shall have resigned or been removed
and a successor Operating Adviser shall not have been elected, there shall be no
Operating Adviser.

     (d) The Operating Adviser may be removed at any time by the written vote,
copies of which must be delivered to the Paying Agent, of more than 50% of the
Certificate Balance of the Holders of the Certificates of the then Controlling
Class.

     (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

     (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

     SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING ADVISER. The Operating
Adviser shall have no liability to the Trust, the holder of the WestShore Plaza
Companion Loan, the holder of any B Note or the Certificateholders for any
action taken, or for refraining from the taking of any action, in good faith and
using reasonable business judgment pursuant to this Agreement, or using
reasonable business judgment. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates and each holder of the
WestShore Plaza Companion Loan and B Note (if any) and each Certificateholder
(and



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Certificate Owner) agrees to take no action against the Operating Adviser
based upon such special relationship or conflict.

     SECTION 9.39 DUTIES OF OPERATING ADVISER. The Operating Adviser may advise
the Special Servicer with respect to the following actions of the Special
Servicer and the Special Servicer will not be permitted to take any of the
following actions unless and until it has notified the Operating Adviser in
writing and such Operating Adviser has not objected in writing (i) within 5
Business Days of having been notified thereof in respect of actions relating to
non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run
concurrently with the time periods set forth in the Primary Servicing Agreement
with respect to such actions) and (ii) within 10 Business Days of having been
notified thereof in respect of actions relating to Specially Serviced Mortgage
Loans and having been provided with all reasonably requested information with
respect thereto (it being understood and agreed that if such written objection
has not been received by the Special Servicer within such 5 Business Day or 10
Business Day period, as applicable, then the Operating Adviser's approval will
be deemed to have been given):

         (i) any foreclosure upon or comparable conversion (which may include
acquisition of an REO Property) of the ownership of properties securing such of
the Specially Serviced Mortgage Loans as come into and continue in default;

         (ii) any modification, amendment or waiver, or consent to modification,
amendment or waiver, of a Money Term of a Mortgage Loan or a modification
consisting of the extension of the original Maturity Date of a Mortgage Loan;

         (iii) any proposed sale of a Defaulted Mortgage Loan (other than upon
termination of the Trust pursuant to Article X);

         (iv) any determination to bring an REO Property into compliance with
Environmental Laws;

         (v) any release of or acceptance of substitute or additional collateral
for a Mortgage Loan that is not otherwise expressly provided for under the
Mortgage Loan documents;

         (vi) any acceptance of a discounted payoff;

         (vii) any waiver or consent to waiver of a "due-on-sale" or "due-on-
encumbrance" clause;

         (viii) any acceptance or consent to acceptance of an assumption
agreement releasing a Mortgagor from liability under a Mortgage Loan;

         (ix) any release of collateral for a Specially Serviced Mortgage Loan
(other than in accordance with the terms of or upon satisfaction of, such
Mortgage Loan);

         (x) any franchise changes or certain management company changes for
which the Special Servicer is required to consent;


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         (xi) releases of any Escrow Accounts, Reserve Accounts or Letters of
Credit that are not in compliance with the related Mortgage Loan documents; and

         (xii) any determination as to whether any type of property-level
insurance is required under the terms of any Mortgage Loan, is available at
commercially reasonable rates, is available for similar properties in the area
in which the related Mortgaged Property is located or any other determination or
exercise of discretion with respect to property-level insurance.

     Notwithstanding the foregoing, the Operating Adviser shall not be entitled
to the consultation rights described above in respect of any non-Specially
Serviced Mortgage Loan that has an unpaid Principal Balance of less than
$2,500,000.

     With respect to items (vii), (viii) and (ix), the Operating Adviser shall
be subject to the same time periods for advising the Special Servicer with
respect to any such matters as are afforded to the Special Servicer pursuant to
Section 8.7, which periods shall be co-terminous with those of Special Servicer.
In addition, the Operating Adviser may direct the Trustee to remove the Special
Servicer at any time upon the appointment and acceptance of such appointment by
a successor to the Special Servicer; provided that, prior to the effectiveness
of any such appointment, the Trustee and the Paying Agent shall have received
Rating Agency Confirmation from each Rating Agency. The Operating Adviser shall
pay any costs and expenses incurred by the Trust in connection with the removal
and appointment of a Special Servicer (unless such removal is based on any of
the events or circumstances set forth in Section 9.30(b)). The Trustee shall
notify the Paying Agent promptly upon its receipt of the direction set forth
above.

     Notwithstanding anything herein to the contrary, no advice, direction or
objection from the Operating Adviser, as contemplated by this Section 9.39, may
(and the Special Servicer shall ignore and act without regard to any such
advice, direction or objection that the Special Servicer has determined, in its
reasonable, good faith judgment, will) require or cause the Special Servicer to
violate any provision of this Agreement or the Mortgage Loans, including the
Special Servicer's obligation to act in accordance with the Servicing Standard.

     SECTION 9.40 RIGHTS OF THE HOLDER OF A B NOTE With respect to each A/B
Mortgage Loan (if any), the holder of the B Note shall have such consent rights
or consultation rights, during the specified time periods, as are set forth in
the related Intercreditor Agreement.

     Notwithstanding the foregoing, if the Master Servicer or Special Servicer,
as applicable, determines that immediate action is necessary to protect the
interest of the Certificateholders and the holder of the WestShore Plaza
Companion Loan (as a collective whole), then the Master Servicer or Special
Servicer, as applicable may take any such action without waiting for the
response of the holder of the B Note provided for in the related Intercreditor
Agreement.

     In addition, with respect to the A/B Mortgage Loan, to the extent provided
for in the related Intercreditor Agreement, the holder of the B Note may direct
the Master Servicer or Special Servicer, as applicable, to take, or to refrain
from taking, such actions as the holder of the B Note may deem advisable or as
to which provision is otherwise made herein. Upon reasonable



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request, the Master Servicer or Special Servicer, as applicable, shall, with
respect to the A/B Mortgage Loan, provide the holder of the B Note with any
information in the Master Servicer's or Special Servicer's, as applicable,
possession with respect to such matters, including its reasons for determining
to take a proposed action.

     In the event that the holder of the B Note shall direct the Master Servicer
to take any action (other than those provided for in the related Intercreditor
Agreement), the Master Servicer shall be entitled to receive reimbursement from
collections on and other proceeds of the B Note for (i) its reasonable
out-of-pocket expenses incurred in taking such action and (ii) to the extent
that such action constitutes an extraordinary action not in the ordinary course
of administering and servicing such mortgage loan, other reasonable costs
incurred by the Master Servicer in taking such action. The Master Servicer shall
notify the holder of the B Note, prior to taking the related action, if the
Master Servicer anticipates that it will seek reimbursement therefor under the
preceding sentence, and of the estimated amount of such reimbursement, and shall
further notify the holder of the B Note if it intends to obtain actual
reimbursement in excess of the estimated amount.

     Notwithstanding anything herein to the contrary, no advice, direction or
objection from the holder of the B Note, as contemplated by this Section 9.40,
may (and the Master Servicer and Special Servicer, as applicable, shall ignore
and act without regard to any such advice, direction or objection that the
Master Servicer or Special Servicer, as applicable, has determined, in its
reasonable, good faith judgment, will) require or cause the Master Servicer or
Special Servicer to violate any provision of this Agreement or the Mortgage
Loans, including the Master Servicer's and Special Servicer's obligation to act
in accordance with the Servicing Standard.

                                   ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

     SECTION 10.1 TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL
MORTGAGE LOANS.

     (a) The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, the Class R-II Certificateholders,
the Class R-III Certificateholders and the Class R-K Certificateholders as set
forth in Section 10.2 and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders) or (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) or (iii) the termination of the Trust pursuant
to Section 10.1(c) below; provided that in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.




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     (b) The Master Servicer shall give the Trustee, the Luxembourg Paying Agent
and the Paying Agent notice of the date when the Aggregate Principal Balance of
the Mortgage Loans is less than or equal to one percent (1%) of the initial
Aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date. The
Paying Agent shall promptly forward such notice to the Trustee, the Depositor,
the Holder of a majority of the Controlling Class, the Master Servicer, the
Special Servicer and the Holders of the Class R-I Certificates; and the Holder
of a majority of the Controlling Class, the Master Servicer, the Special
Servicer and the Holders of the Class R-I Certificates, in such priority (and in
the case of the Class R-I Certificateholders, a majority of the Class R-I
Certificateholders), may purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust. If any party desires to exercise
such option, it will notify the Trustee who will notify any party with a prior
right to exercise such option. If any party that has been provided notice by the
Trustee (excluding the Depositor) notifies the Trustee within ten Business Days
after receiving notice of the proposed purchase that it wishes to purchase the
assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the Master Servicer for the
benefit of the Holder of the majority of the Class R-I Certificates, the Special
Servicer or the Master Servicer, as the case may be, the Mortgage Files
pertaining to the Mortgage Loans. The "Termination Price" shall equal 100% of
the aggregate Principal Balances of the Mortgage Loans (other than Mortgage
Loans as to which a Final Recovery Determination has been made) on the day of
such purchase plus accrued and unpaid interest thereon at the applicable
Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the
Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due
Date for each Mortgage Loan ending in the Collection Period with respect to
which such purchase occurs, plus unreimbursed Advances and interest on such
unreimbursed Advances at the Advance Rate, and the fair market value of any
other property remaining in the Kimball Lane Loan REMIC and REMIC I. The Trustee
shall consult with the Placement Agents and the Underwriters or their respective
successors, as advisers, in order for the Trustee to determine whether the fair
market value of the property constituting the Trust has been offered; provided
that, if any Placement Agent or any Underwriter or an Affiliate of the Placement
Agent or the Underwriters is exercising its right to purchase the Trust assets,
the Trustee shall consult with the Operating Adviser in order for the Trustee to
determine the fair market value, provided that the Operating Adviser is not an
Affiliate of the Class R-I Holder, the Special Servicer or the Master Servicer,
or the Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Holder of the majority of the Class R-I Certificates, the Special
Servicer or the Master Servicer, as the case may be, must deliver to the Trustee
an Opinion of Counsel, which shall be at the expense of such Holders, the
Special Servicer or the Master Servicer, as the case may be, stating that such
termination will be a "qualified liquidation" under section 860F(a)(4) of the
Code. Such purchase shall be made in accordance with Section 10.3.

     (c) If at any time the Holders of the Class R-I Certificates own 100% of
the REMIC III Certificates such Holders may terminate the Kimball Lane Loan
REMIC and REMIC I (which will in turn result in the termination of REMIC II and
REMIC III) upon (i) the delivery to the Trustee and the Depositor of an Opinion
of Counsel (which opinion shall be at the expense of such Holders) stating that
such termination will be a "qualified liquidation" of each REMIC


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Pool under Section 860F of the Code, and (ii) the payment of any and all costs
associated with such termination. Such termination shall be made in accordance
with Section 10.3.

     (d) Upon the termination of the Trust, (i) any funds or other property held
by the Grantor Trust related to Excess Interest shall be distributed to the
Class O Certificateholders, on a pro rata basis, whether or not the respective
Certificate Balances thereof have been reduced to zero, and (ii) any funds or
other property held by the Grantor Trust related to the Kimball Lane Yield
Maintenance Amount shall be distributed to the Class A-1, Class X-1 and Class
X-2 Certificateholders to the extent of their entitlements that were not
previously distributed in accordance with Section 6.5A.

     (e) Upon the sale of the A Note relating to an A/B Mortgage Loan by the
Trust or the payment in full of such A Note, the related B Note shall no longer
be subject to this Agreement and shall no longer be serviced by the Master
Servicer or the Special Servicer.

     SECTION 10.2 PROCEDURE UPON TERMINATION OF TRUST.

     (a) Notice of any termination pursuant to the provisions of Section 10.1,
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Trustee by first class mail to the Paying
Agent, the Rating Agencies, the Class R-K, Class R-I, Class R-II and REMIC III
Certificateholders mailed no later than ten days prior to the date of such
termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-K, Class R-I, Class R-II and REMIC III
Certificates will be made, and upon presentation and surrender of the Class R-K,
Class R-I, Class R-II and REMIC III Certificates at the office or agency of the
Certificate Registrar therein specified, and (B) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distribution being made
only upon presentation and surrender of the Class R-K, Class R-I, Class R-II and
REMIC III Certificates at the office or agency of the Certificate Registrar
therein specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-K, Class R-I, Class R-II and REMIC III Certificates. Upon any such
termination, the duties of the Certificate Registrar with respect to the Class
R-K, Class R-I, Class R-II and REMIC III Certificates shall terminate and the
Trustee shall terminate, or request the Master Servicer and the Paying Agent to
terminate, the Certificate Account and the Distribution Account and any other
account or fund maintained with respect to the Certificates, subject to the
Paying Agent's obligation hereunder to hold all amounts payable to the Class
R-K, Class R-I, Class R-II and REMIC III Certificateholders in trust without
interest pending such payment.

     (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-K, Class R-I, Class R-II and REMIC III
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Certificate Registrar shall give a
second written notice to the remaining Class R-K, Class R-I, Class R-II and
REMIC III Certificateholders to surrender their certificates evidencing the
Class R-K, Class R-I, Class R-II and REMIC III Certificates for cancellation and
receive the final distribution with respect thereto. If within one year after
the second notice any Class R-K, Class R-I, Class R-II and REMIC III
Certificates shall not have been surrendered for cancellation, the Certificate
Registrar may take appropriate steps to contact the remaining Class R-K, Class
R-I, Class R-II and REMIC III Certificateholders concerning surrender of such
certificates, and the


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cost thereof shall be paid out of the amounts distributable to such Holders. If
within two years after the second notice any such Class R-K, Class R-I, Class
R-II and REMIC III Certificates shall not have been surrendered for
cancellation, the Paying Agent shall, subject to applicable state law relating
to escheatment, hold all amounts distributable to such Holders for the benefit
of such Holders. No interest shall accrue on any amount held by the Trustee and
not distributed to a Class R-K, Class R-I, Class R-II or REMIC III
Certificateholder due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section. Any money held by the Paying Agent pending distribution under this
Section 10.2 after 90 days after the adoption of a plan of complete liquidation
shall be deemed for tax purposes to have been distributed from the REMIC Pools
and shall be beneficially owned by the related Holder.

          SECTION 10.3 ADDITIONAL TRUST TERMINATION REQUIREMENTS.

     (a) The Trust and each REMIC shall be terminated in accordance with the
following additional requirements, unless at the request of the Master Servicer
or the Class R-I Certificateholders, as the case may be, the Trustee seeks, and
the Paying Agent subsequently receives an Opinion of Counsel (at the expense of
the Master Servicer or the Class R-I Certificateholders, as the case may be),
addressed to the Depositor, the Trustee and the Paying Agent to the effect that
the failure of the Trust to comply with the requirements of this Section 10.3
will not (i) result in the imposition of taxes on "prohibited transactions" on
any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail
to qualify as a REMIC at any time that any Certificates are outstanding:

         (i) Within 89 days prior to the time of the making of the final payment
on the REMIC III Certificates, the Master Servicer shall prepare and the Trustee
(on behalf of the Kimball Lane Loan REMIC, REMIC I, REMIC II or REMIC III) shall
adopt a plan of complete liquidation of each such REMIC Pool, meeting the
requirements of a qualified liquidation under the REMIC Provisions, which plan
need not be in any special form and the date of which, in general, shall be the
date of the notice specified in Section 10.2(a) and shall be specified in a
statement attached to the federal income tax return of each REMIC Pool;

         (ii) At or after the date of adoption of such a plan of complete
liquidation and at or prior to the time of making of the final payment on the
REMIC III Certificates, the Trustee shall sell all of the assets of the Trust
for cash at the Termination Price; provided that if the Holders of the Class R-I
Certificates are purchasing the assets of the Trust, the amount to be paid by
such Holders may be paid net of the amount to be paid to such Holders as final
distributions on any Certificates held by such Holders;

         (iii) At the time of the making of the final payment on the
Certificates, the Paying Agent shall distribute or credit, or cause to be
distributed or credited, (A) to the Holders of the Class R-K Certificates all
assets of the Kimball Lane Loan REMIC remaining after such final payment of the
Kimball Lane Loan REMIC Regular Interest, (B) to the Holders of the Class R-I
Certificates all assets of REMIC I remaining after such final payment of the
REMIC I Regular Interests, (C) to the Holders of the Class R-II Certificates all
remaining assets of REMIC II after such final payment of the REMIC II Regular
Interests and (D) to the Holders of the Class R-III Certificates all remaining
assets of REMIC III (in each case other than cash retained to meet claims), and
the Trust shall terminate at that time; and



                                     -273-

<PAGE>

         (iv) In no event may the final payment on the Kimball Lane Loan REMIC
Regular Interest, REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates or the final distribution or credit to the Holders of the
Residual Certificates, respectively, be made after the 89th day from the date on
which the plan of complete liquidation is adopted.

     (b) By their acceptance of the Class R-I, Class R-II, Class R-III or Class
R-K Certificates, respectively, the Holders thereof hereby (i) authorize the
Trustee to take such action as may be necessary to adopt a plan of complete
liquidation of the REMIC Pool, and (ii) agree to take such other action as may
be necessary to adopt a plan of complete liquidation of the Trust upon the
written request of the Depositor, which authorization shall be binding upon all
successor Class R-I, Class R-II, Class R-III and Class R-K Certificateholders,
respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

     SECTION 11.1 LIMITATION ON RIGHTS OF HOLDERS.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the Master Servicer or operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

     (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing 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 unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding 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 cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty 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 and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
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 whatever by virtue or by availing of any
provision of this Agreement to affect,


                                     -274-

<PAGE>

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, or to enforce any right under this Agreement, except in the
manner herein provided and for the 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 11.2 ACCESS TO LIST OF HOLDERS.

     (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within fifteen days after receipt by the Certificate Registrar
of a request by the Trustee or the Paying Agent, as the case may be, in writing,
a list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

     (b) If the Depositor, the Operating Adviser, the Special Servicer, the
Master Servicer, the Trustee or three or more Holders (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 Paying Agent 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 Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

     (c) Every Holder, by receiving and holding a Certificate, agrees with the
Depositor, the Certificate Registrar, the Paying Agent, the Master Servicer and
the Trustee that neither the Depositor, the Certificate Registrar, the Paying
Agent, the Master Servicer nor the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

     SECTION 11.3 ACTS OF HOLDERS OF CERTIFICATES.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Depositor and the Paying Agent.
Such instrument or instruments (as the action embodies therein and evidenced
thereby) are herein sometimes referred to as an "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Depositor and the Paying
Agent, if made in the manner provided in this Section. The Trustee



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agrees to promptly notify the Depositor of any such instrument or instruments
received by it, and to promptly forward copies of the same.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments or deeds, certifying that the individual signing such instrument
or writing acknowledged to such notary public or other officer the execution
thereof. Whenever such execution is by an officer of a corporation or a member
of a partnership on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of such officer's or
member's authority. The fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.

     (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.

                                  ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

     The provisions of this Article XII shall apply to each REMIC Pool.

     SECTION 12.1 REMIC ADMINISTRATION.

     (a) An election will be made by the Paying Agent on behalf of the Trustee
to treat the segregated pool of assets consisting of the Kimball Lane Loan, such
amounts related to the Kimball Lane Loan as shall from time to time be held in
the Certificate Account, the Interest Reserve Account and the Distribution
Account, the related Insurance Policies and any related REO Properties as a
REMIC ("Kimball Lane Loan REMIC ") under the Code. Such election will be made on
Form 1066 or other appropriate federal tax or information return or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Kimball Lane Loan REMIC Interests are issued. For
purposes of such election, the Kimball Lane Loan REMIC Regular Interests shall
each be designated as a Class of "regular interests" in the Kimball Lane Loan
REMIC and the Kimball Lane Loan REMIC Residual Interest shall be designated as
the sole Class of "residual interests" in the Kimball Lane Loan REMIC.

     An election will be made by the Paying Agent on behalf of the Trustee to
treat the segregated pool of assets consisting of the Majority Mortgage Loans,
the Kimball Lane Loan REMIC Regular Interest, such amounts related to the
Majority Mortgage Loans as shall from



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time to time be held in the Certificate Account and the Interest Reserve
Account, such amounts related to the Majority Mortgage Loans and the Kimball
Lane Loan REMIC Regular Interest as shall from time to time be held in the
Distribution Account (exclusive of the Excess Interest Sub-account and the
Kimball Lane Sub-account), the related Insurance Policies and any related REO
Properties as a REMIC ("REMIC I") under the Code, other than any portion of the
foregoing amounts allocable to a B Note or the WestShore Plaza Companion Loan.
Such election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the REMIC I Interests are issued.
For purposes of such election, the REMIC I Regular Interests shall each be
designated as a separate Class of "regular interests" in REMIC I and the REMIC I
Residual Interest shall be designated as the sole Class of "residual interests"
in REMIC I.

     An election will be made by the Paying Agent to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II")
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC II
Interests are issued. For the purposes of such election, the REMIC II Regular
Interests shall be designated as the "regular interests" in REMIC II and the
Class R-II Certificates shall be designated as the sole Class of the "residual
interests" in REMIC II.

     An election will be made by the Paying Agent to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III")
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC III
Certificates are issued. For purposes of such election, the Class A-1, Class
A-2, Class A-3, Class A-4, Class X-1 (each Class X-1 Certificate representing
multiple "regular interests" in REMIC III, as set forth in the Preliminary
Statement), Class X-2 (each Class X-2 Certificate representing multiple "regular
interests" in REMIC III, as set forth in the Preliminary Statement), Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O Certificates (but other than the Class A-1, Class
X-1, Class X-2 and Class O Grantor Trust Interest) shall be designated as the
"regular interests" in REMIC III and the Class R-III Certificates shall be
designated as the sole Class of "residual interests" in REMIC III.

     The Trustee and the Paying Agent shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in any of the
REMICs other than the Kimball Lane Loan REMIC Regular Interest, REMIC I Regular
Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and
the Residual Certificates.

     (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

     (c) The Paying Agent shall pay all routine tax related expenses (not
including any taxes, however denominated, including any additions to tax,
penalties and interest) of each REMIC Pool, excluding any professional fees or
extraordinary expenses related to audits or any administrative or judicial
proceedings with respect to each REMIC Pool that involve the Internal Revenue
Service or state tax authorities.



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<PAGE>

     (d) The Paying Agent shall cause to be prepared, signed, and timely filed
with the Internal Revenue Service, on behalf of each REMIC Pool, an application
for a taxpayer identification number for such REMIC Pool on Internal Revenue
Service Form SS-4. The Paying Agent, upon receipt from the Internal Revenue
Service of the Notice of Taxpayer Identification Number Assigned, shall promptly
forward a copy of such notice to the Depositor and the Master Servicer. The
Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool and
shall designate an appropriate Person to respond to inquiries by or on behalf of
Certificateholders for original issue discount and related information in
accordance with applicable provisions of the Code.

     (e) The Paying Agent shall prepare and file all of each REMIC Pool's
federal and state income or franchise tax and information returns as such REMIC
Pool direct representative; the expenses of preparing and filing such returns
shall be borne by the Paying Agent, except that if additional state tax returns
are required to be filed in more than three states, the Paying Agent shall be
entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. The Master
Servicer and the Special Servicer shall indemnify the Trustee, the Fiscal Agent,
the Paying Agent and the Depositor for any liability or assessment against the
Trustee, the Fiscal Agent, the Depositor, the Paying Agent or any REMIC Pool and
any expenses incurred in connection with such liability or assessment (including
attorneys' fees) resulting from any error in any of such tax or information
returns resulting from errors in the information provided by the Master Servicer
or the Special Servicer, as the case may, be or caused by the negligence,
willful misconduct or bad faith of the Master Servicer or the Special Servicer,
as the case may be. The Paying Agent shall indemnify the Master Servicer, the
Depositor or any REMIC Pool for any expense incurred by the Master Servicer, the
Depositor and any REMIC Pool resulting from any error in any of such tax or
information returns resulting from errors in the preparation of such returns
caused by the negligence, willful misconduct or bad faith of the Paying Agent.
Each indemnified party shall immediately notify the indemnifying party or
parties of the existence of a claim for indemnification under this Section
12.1(e), and provide the indemnifying party or parties, at the expense of such
indemnifying party or parties, an opportunity to contest the tax or assessment
or expense giving rise to such claim, provided that the failure to give such
notification rights shall not affect the indemnification rights in favor of any
REMIC Pool under this Section 12.1(e). Any such indemnification shall survive
the resignation or termination of the Master Servicer, the Paying Agent or the
Special Servicer, or the termination of this Agreement.



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<PAGE>

     (f) The Paying Agent shall perform on behalf of each REMIC all reporting
and other tax compliance duties that are the responsibility of such REMIC Pool
under the Code, REMIC Provisions, or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority. Among its other
duties, the Paying Agent shall provide (i) to the Internal Revenue Service or
other Persons (including, but not limited to, the Transferor of a Residual
Certificate, to a Disqualified Organization or to an agent that has acquired a
Residual Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Disqualified Organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions.

     (g) The Paying Agent shall forward to the Depositor copies of quarterly and
annual REMIC tax returns and Internal Revenue Service Form 1099 information
returns and such other information within the control of the Paying Agent as the
Depositor may reasonably request in writing. Moreover, the Paying Agent shall
forward to each Certificateholder such forms and furnish such information within
its control as are required by the Code to be furnished to them, shall prepare
and file with the appropriate state authorities as may to the actual knowledge
of a Responsible Officer of the Paying Agent be required by applicable law and
shall prepare and disseminate to Certificateholders Internal Revenue Service
Forms 1099 (or otherwise furnish information within the control of the Paying
Agent) to the extent required by applicable law. The Paying Agent will make
available to any Certificateholder any tax related information required to be
made available to Certificateholders pursuant to the Code and any regulations
thereunder.

     (h) The Holder of more than 50% of the Percentage Interests in Class R-I,
Class R-II, Class R-III and Class R-K Certificates, respectively (or of the
greatest percentage of such Class R-I, Class R-II, Class R-III and Class R-K
Certificates if no Holder holds more than 50% thereof), shall be the applicable
REMIC's Tax Matters Person. The duties of the Tax Matters Person for each of the
REMIC Pools are hereby delegated to the Paying Agent and each Residual
Certificateholder, by acceptance of its Residual Certificate, agrees, on behalf
of itself and all successor holders of such Residual Certificate, to such
delegation to the Paying Agent as their agent and attorney in fact. If the Code
or applicable regulations prohibits the Paying Agent from signing any applicable
Internal Revenue Service, court or other administrative documents or from acting
as Tax Matters Person (as an agent or otherwise), the Paying Agent shall take
whatever action is necessary for the signing of such documents and designation
of a Tax Matters Person, including the designation of such Residual
Certificateholder. The Paying Agent shall not be required to expend or risk its
own funds or otherwise incur any other financial liability in the performance of
its duties hereunder or in the exercise of any of its rights or powers (except
to the extent of the ordinary expenses of performing its duties under this
Agreement), 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.

     (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each



                                     -279-

<PAGE>

REMIC Pool as a REMIC and the Grantor Trust as a grantor trust or, as
appropriate, adopt a plan of complete liquidation with respect to each REMIC
Pool.

     (j) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer, the Fiscal Agent and the Holders of Residual Certificates shall not
take any action or fail to take any action or cause any REMIC Pool to take any
action or fail to take any action if any of such persons knows or could, upon
the exercise of reasonable diligence, know, that, under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC, (ii) result in the imposition of a tax upon any REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Code Section 860F(a)(2)) or (iii) endanger the status of the Grantor Trust as
a grantor trust unless the Trustee and the Paying Agent have received an Opinion
of Counsel (at the expense of the party seeking to take such action) to the
effect that the contemplated action will not endanger such status or result in
the imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action.

     (k) In the event that any tax is imposed on any REMIC created hereunder,
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 any REMIC created hereunder 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 9.14(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 Paying
Agent, if such tax arises out of or results from a breach of any of its
obligations under this Agreement; (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 this Agreement; (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 this Agreement; (iv) the Fiscal Agent, if such tax arises out of or
results from a breach by the Fiscal Agent of any of its obligations under this
Agreement; and (v) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 9.14(e) shall be charged to
and paid by the Trust from the net income generated on the related REO Property.
Any such amounts payable by the Trust in respect of taxes shall be paid by the
Paying Agent out of amounts on deposit in the Distribution Account.

     (l) The Paying Agent and, to the extent that records are maintained by the
Master Servicer or the Special Servicer in the normal course of its business,
the Master Servicer and the Special Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC Pool on a
calendar year and on an accrual basis. Notwithstanding anything to the contrary
contained herein, except to the extent provided otherwise in the Mortgage Loans
or in the Mortgages, all amounts collected on the Mortgage Loans shall, for
federal income tax purposes, be allocated first to interest due and payable on
the Mortgage Loans (including interest on overdue interest, other than
additional interest at a penalty rate payable following a default). The books
and records must be sufficient concerning the nature and amount of each REMIC
Pool's investments to show that such REMIC Pool has complied with the REMIC
Provisions.



                                     -280-
<PAGE>

     (m) Neither the Trustee, the Paying Agent, the Master Servicer nor the
Special Servicer shall enter into any arrangement by which any REMIC Pool will
receive a fee or other compensation for services.

     (n) In order to enable the Paying Agent to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Paying
Agent within ten (10) days after the Closing Date all information or data that
the Paying Agent reasonably determines to be relevant for tax purposes on the
valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent, and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

     The Paying Agent agrees that all such information or data so obtained by it
are to be regarded as confidential information and agrees that it shall use its
reasonable best efforts to retain in confidence, and shall ensure that its
officers, employees and representatives retain in confidence, and shall not
disclose, without the prior written consent of the Depositor, any or all of such
information or data, or make any use whatsoever (other than for the purposes
contemplated by this Agreement) of any such information or data without the
prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

     (o) At all times as may be required by the Code, the Master Servicer will
to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of the Kimball Lane
Loan REMIC and REMIC I as "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.

     (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" for each Class of Certificates
representing a regular interest in REMIC III, for each Class of REMIC II Regular
Interests, for each Class of REMIC I Regular Interests and for the Kimball Lane
Loan REMIC Regular Interest is the Rated



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<PAGE>

Final Distribution Date; provided that the "latest possible maturity date" for
the Class X-2 Certificates is the Distribution Date in October 2011.

     SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither the Trustee,
the Paying Agent, the Master Servicer nor the Special Servicer shall permit the
sale, disposition or substitution of any of the Mortgage Loans (except in a
disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii)
the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any
REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the
Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any
assets for the Trust, except as provided in Article II hereof, nor sell or
dispose of any investments in the Certificate Account or Distribution Account
for gain, nor accept any contributions to any REMIC Pool (other than a cash
contribution during the 3-month period beginning on the Startup Day), unless it
has received an Opinion of Counsel (at the expense of the Person requesting such
action) to the effect that such disposition, acquisition, substitution, or
acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC
or of the REMIC Certificates, other than the Residual Certificates, as the
regular interests therein, (B) affect the distribution of interest or principal
on the Certificates, (C) result in the encumbrance of the assets transferred or
assigned to any REMIC Pool (except pursuant to the provisions of this Agreement)
or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions"
or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

     SECTION 12.3 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding anything to
the contrary in this Agreement, neither the Trustee, the Paying Agent, the
Master Servicer nor the Special Servicer shall permit any modification of a
Money Term of a Mortgage Loan or a Specially Serviced Mortgage Loan unless (i)
the Trustee, the Special Servicer, Paying Agent and the Master Servicer have
received a Nondisqualification Opinion or a ruling from the Internal Revenue
Service (at the expense of the party making the request that the Master Servicer
or the Special Servicer modify the Mortgage Loan or a Specially Serviced
Mortgage Loan) to the effect that such modification would not be treated as an
exchange pursuant to Section 1001 of the Code (or, if it would be so treated,
would not be treated as a "significant modification" for purposes of Section
1.860G-2(b) of the Treasury Regulations) or (ii) such modification meets the
requirements set forth in Sections 8.18 or 9.5.

     SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC
STATUS. In the event that any REMIC Pool fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect



                                     -282-

<PAGE>

to the Paying Agent), the Paying Agent (with respect to the Trustee), the
Depositor or such Holders of the Residual Certificates on which the Trustee or
the Paying Agent, as the case may be, has relied. The foregoing shall not be
deemed to limit or restrict the rights and remedies of the Holders of the
Residual Certificates now or hereafter existing at law or in equity. The Trustee
or the Paying Agent shall be entitled to intervene in any litigation in
connection with the foregoing and to maintain control over its defense.

     SECTION 12.5 THE GRANTOR TRUST

     (a) The assets of the Grantor Trust, consisting of the right to any Excess
Interest in respect of the ARD Loans and the Excess Interest Sub-account, shall
be held by the Trustee and Paying Agent for the benefit of the Holders of the
Class O Grantor Trust Interest, represented by the Class O Certificates, which
Class O Certificates, in the aggregate, will evidence 100% beneficial ownership
of such assets from and after the Closing Date.

     (b) The assets of the Grantor Trust, consisting of the right to any Kimball
Lane Yield Maintenance Amounts and the Kimball Lane Sub-account, shall be held
by the Trustee and Paying Agent for the benefit of the Holders of the Class A-1
Grantor Trust Interest represented by the Class A-1 Certificates, for the
benefit of the Class X-1 Grantor Trust Interest represented by the Class X-1
Certificates and for the benefit of the Holders of the Class X-2 Grantor Trust
Interest represented by the Class X-2 Certificates, which Class A-1, Class X-1
and Class X-2 Certificates, in the aggregate, will evidence 100% beneficial
ownership of such assets from and after the Closing Date.

     (c) The parties intend that the portions of the Trust consisting of the
Grantor Trust shall constitute, and that the affairs of the Trust (exclusive of
the REMIC Pools) shall be conducted so as to qualify such portion as, a "grantor
trust" under the Code, and the provisions hereof shall be interpreted
consistently with this intention. Under no circumstances may the Trustee or the
Paying Agent vary the assets of the Grantor Trust so as to take advantage of
variations in the market so as to improve the rate of return of Holders of the
Class A-1, Class X-1, Class X-2 or Class O Certificates. The Trustee and Paying
Agent shall be deemed to hold and shall account for the Grantor Trust separate
and apart from the assets of the Kimball Lane Loan REMIC, REMIC I, REMIC II and
REMIC III created hereunder. The Paying Agent shall furnish or cause to be
furnished to the Class A-1, Class X-1, Class X-2 and Class O Certificateholders
and shall file, or cause to be filed with the Internal Revenue Service, together
with Form 1041 or such other form as may be applicable, information returns with
respect to income and expenses relating to their shares of the income and
expenses of the Grantor Trust, and with respect to the Grantor Trust, on the
cash or accrual method of accounting and so as to enable reporting to the
Holders of Class A-1, Class X-1, Class X-2 and Class O Certificates based on
their annual accounting period, at the time or times and in the manner required
by the Code.


                                     -283-
<PAGE>

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

     SECTION 13.1 BINDING NATURE OF AGREEMENT. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

     SECTION 13.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.

     SECTION 13.3 AMENDMENT.

     (a) This Agreement may be amended from time to time by the parties hereto,
without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the grantor trust created from the related portion of the Trust) for the
purposes of federal income tax law (or comparable provisions of state income tax
law), (iv) to make any other provisions with respect to matters or questions
arising under or with respect to this Agreement not inconsistent with the
provisions hereof, (v) to modify, add to or eliminate the provisions of Article
III relating to transfers of Residual Certificates, (vi) to amend any provision
herein to the extent necessary or desirable to list the Certificates on a stock
exchange, including, without limitation, the appointment of one or more
sub-paying agents and the requirement that certain information be delivered to
such sub-paying agents, (vii) to modify the provisions relating to the timing of
Advance reimbursements in order to conform them to the commercial
mortgage-backed securities industry standard for such provisions if (w) the
Depositor and the Master Servicer determine that that industry standard has
changed, (x) such modification will not result in an Adverse REMIC Event, as
evidenced by an Opinion of Counsel, (y) each Rating Agency has delivered a
Rating Agency Confirmation with respect to such modification, and (z) the
Operating Adviser consents to such modification, or (viii) to make any other
amendment which does not adversely affect in any material respect the interests
of any Certificateholder (unless such Certificateholder consents). No such
amendment effected pursuant to clause (i), (ii) or (iv) of the preceding
sentence shall (A) adversely affect in any material respect the interests of any
Certificateholder not consenting thereto without the consent of 100% of the
Certificateholders (if adversely affected) or (B) adversely affect the status of
any REMIC Pool as a REMIC(or the grantor trust created from the related portion
of the Trust). Prior to entering into any amendment without the consent of
Holders pursuant to this paragraph, the Trustee may require an Opinion of
Counsel and a Nondisqualification Opinion (in the case of clauses (i), (ii) and
(iii), at the expense of the Depositor, and otherwise at the expense of the
party requesting such amendment, except that if


                                     -284-

<PAGE>

the Trustee requests such amendment, such amendment shall be at the expense of
the Depositor, if the Depositor consents), to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives a Rating Agency Confirmation from each Rating Agency (and any Opinion
of Counsel requested by the Trustee in connection with any such amendment may
rely expressly on such confirmation as the basis therefor).

     (b) This Agreement may also be amended from time to time by the agreement
of the parties hereto (without the consent of the Certificateholders) and with
the written confirmation of the Rating Agencies that such amendment would not
cause the ratings on any Class of Certificates to be qualified, withdrawn or
downgraded; provided, however, that such amendment may not effect any of the
items set forth in clauses (i) through (iv) of the proviso in paragraph (c) of
this Section 13.3. The Trustee may request, at its option, to receive a
Nondisqualification Opinion and an Opinion of Counsel that any amendment
pursuant to this Section 13.3(b) is permitted by this Agreement at the expense
of the party requesting the amendment.

     (c) This Agreement may also be amended from time to time by the parties
with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, 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; provided that no such amendment may (i) directly or indirectly reduce
in any manner the amount of, or delay the timing of the distributions required
to be made on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentages of Aggregate Certificate
Percentage or Certificate Balance, the Holders of which are required to consent
to any such amendment without the consent of all the Holders of each Class of
Certificates affected thereby, (iii) no such amendment shall eliminate or reduce
the Master Servicer's, the Trustee's or the Fiscal Agent's obligation to make an
Advance, including without limitation, in the case of the Master Servicer, the
obligation to advance on a B Note or the WestShore Plaza Companion Loan, or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) or the Grantor Trust as a grantor trust without the
consent of 100% of the Certificateholders (including the Class R-I, Class R-II,
Class R-III and Class R-K Certificateholders); provided that no such amendment
may modify Section 8.18 of this Agreement without Rating Agency Confirmation.
The Trustee may request, at its option, to receive a Nondisqualification Opinion
and an Opinion of Counsel that any amendment pursuant to this Section 13.3(c) is
permitted by this Agreement at the expense of the party requesting the
amendment.

     (d) The costs and expenses associated with any such amendment shall be
borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.

     (e) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Holder,
the Depositor and to the Rating Agencies.


                                     -285-

<PAGE>

     (f) It shall not be necessary for the consent of Holders under this Section
13.3 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Holders shall be in the affirmative and in writing and shall be
subject to such reasonable regulations as the Trustee may prescribe.

     (g) Notwithstanding anything to the contrary contained in this Section
13.3, the parties hereto agree that this Agreement may not be amended in any
manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

     (h) Notwithstanding the fact that the provisions in Section 13.3(c) would
otherwise apply, with respect to any amendment that significantly modifies the
permitted activities of the Trust, the Trustee, any Primary Servicer, the Master
Servicer or the Special Servicer, any Certificate beneficially owned by a Seller
or any of its Affiliates shall be deemed not to be outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or
when calculating the total number of Certificates entitled to consent) for
purposes of determining if the requisite consents of Certificateholders under
this Section 13.3 have been obtained.

     (i) Notwithstanding anything to the contrary contained in this Section
13.3, the parties hereto agree that this Agreement may be amended pursuant to
Section 8.26(d) herein without any notice to or consent of any of the
Certificateholders, Opinions of Counsel, Officer's Certificates or Rating Agency
Confirmation.

     SECTION 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED
IN NEW YORK.

     SECTION 13.5 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when received by
(A) in the case of the Depositor, Bear Stearns Commercial Mortgage Securities
Inc., 383 Madison Avenue, New York, New York 10179, Attention: J. Christopher
Hoeffel, Senior Managing Director, Commercial Mortgage Department, with copies
to the attention of Joseph T. Jurkowski, Jr., Managing Director, Legal
Department; (B) in the case of the Trustee and the Fiscal Agent at the Corporate
Trust Office; (C) in the case of the Master Servicer, Wells Fargo Bank, National
Association, 45 Fremont Street, 2nd Floor, San Francisco, California 94105,
Attention: Commercial Mortgage Servicing, with a copy to Robert F. Darling,
Esq., Wells Fargo Bank, National Association, 633 Folsom Street, 7th Floor, San
Francisco, California 94111; (D) in the case of Principal, Principal Global
Investors, LLC, 801 Grand Avenue, Des Moines Iowa 50392, Attention: Patrick
Halter, with a copy to Karen Pearston, Esq.; (E) in the case of BSCMI, Bear
Stearns Commercial Mortgage Inc., 383 Madison Avenue, New York, New York 10179,
Attention: J. Christopher Hoeffel, Senior Managing Director, Commercial Mortgage
Department, with copies to the attention of Joseph T. Jurkowski, Jr., Managing
Director, Legal Department; (F) in the case of MSMC, Morgan Stanley Mortgage
Capital Inc., 1585 Broadway,


                                     -286-

<PAGE>

New York, New York 10036, Attention: Andrew Berman, with a copy to: General
Counsel; (G) in the case of JHREF, John Hancock Real Estate Finance, Inc., 200
Clarendon Street, Boston, Massachusetts 02117, Attention: Barry S. Nectow,
Senior Vice President, with copies to the attention of Michael M. Epstein, Esq.
and Nathaniel I. Margolis, Esq.; (H) in the case of the Special Servicer, ARCap
Servicing, Inc., 5605 N. MacArthur Blvd., Suite 950, Irving, Texas 75038,
Attention: James L. Duggins, (I) in the case of the initial Operating Adviser,
ARCap CMBS Fund REIT, Inc., 5605 N. MacArthur Blvd., Suite 950, Irving, Texas
75038, Attention: James L. Duggins; and (J) in the case of the Paying Agent,
Wells Fargo Bank Minnesota, National Association, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS) Bear
Stearns Commercial Mortgage Securities Inc., Series 2003-TOP12, or as to each
party such other address as may hereafter be furnished by such party to the
other parties in writing. Any notice required or permitted to be mailed to a
Holder shall be given by first class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice.

     SECTION 13.6 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 13.7 INDULGENCES; NO WAIVERS. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

     SECTION 13.8 HEADINGS NOT TO AFFECT INTERPRETATION. The headings contained
in this Agreement are for convenience of reference only, and shall not be used
in the interpretation hereof.

     SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement (including any Primary Servicer to the extent
applicable to such Primary Servicer) and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that (i) the Mortgagors
set forth on Schedule VIII hereto are intended third-party beneficiaries of the
fifth and sixth paragraph of Section 2.3(a), (ii) the holder of the WestShore
Plaza Companion Loan and any B Note, if any, is an intended third-party
beneficiary in respect of the rights afforded it hereunder and (iii) the
applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer are intended third-party
beneficiaries of Section 5.2(a)(ii)(B).



                                     -287-

<PAGE>

     SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

     (a) The Trustee shall give prompt notice to the Rating Agencies, Special
Servicer and the Operating Adviser of the occurrence of any of the following
events of which it has notice:

         (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

         (ii) the Interim Certification and the Final Certification required
pursuant to Section 2.2 hereof;

         (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage
Loan pursuant to Section 2.3(a) hereof;

         (iv) any resignation of the Master Servicer, Special Servicer, the
Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement;

         (v) the appointment of any successor to the Master Servicer, the Fiscal
Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special
Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

         (vi) waiver of a due-on-sale clause as provided in Section 8.7;

         (vii) waiver of a prohibition on subordinate liens on the Mortgaged
Properties;

         (viii) the making of a final payment pursuant to Section 10.3 hereof;

         (ix) a Servicing Transfer Event; and (x) an Event of Default.

     (b) All notices to the Rating Agencies shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:

                  If to Fitch, to:

                  Fitch Ratings, Inc.
                  One State Street Plaza
                  New York, NY 10009
                  Fax:  (212) 635-0294
                  Attention:   Commercial Mortgage Surveillance

                  If to Moody's, to:

                  Moody's Investors Service, Inc.
                  99 Church Street
                  New York, NY 10009


                                      -288-
<PAGE>

                  Fax:  (212) 553-0300
                  Attention:   Structured Finance Commercial Real Estate
Monitoring

or at such address as shall be provided in writing to the Depositor
by such Rating Agency.

     (c) The Trustee, or in the case of clauses (i) and (ii), the successor
trustee shall give prompt notice to the Rating Agencies of the occurrence of any
of the following events:

         (i) the resignation or removal of the Trustee pursuant to Section 7.6;
or

         (ii) the appointment of a successor trustee pursuant to Section 7.7; or

         (iii) the appointment of a successor Operating Adviser pursuant to
Section 9.37.

     (d) The Master Servicer shall deliver to the Rating Agencies and the
Depositor any other information as reasonably requested by the Rating Agencies
and the Depositor, and shall deliver to the Primary Servicers and the Special
Servicer each of the reports required to be delivered by the Master Servicer to
the Primary Servicers and the Special Servicer pursuant to the terms of this
Agreement. The Trustee, the Paying Agent and the Special Servicer shall deliver
to the Rating Agencies and the Depositor any information as reasonably requested
by the Rating Agencies and Depositor, as the case may be.

     (e) Any notice or other document required to be delivered or mailed by the
Depositor, Master Servicer, Paying Agent or Trustee shall be given by such
parties, respectively, on a best efforts basis and only as a matter of courtesy
and accommodation to the Rating Agencies, unless otherwise specifically required
herein, and such parties, respectively, shall have no liability for failure to
deliver any such notice or document to the Rating Agencies.

     SECTION 13.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

     SECTION 13.12 INTENTION OF PARTIES. It is the express intent of the parties
hereto that the conveyance of the Mortgage Loans and related rights and property
to the Trustee, for the benefit of the Certificateholders, by the Depositor as
provided in Section 2.1 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related
property, then this Agreement shall be deemed to be a security agreement; and
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to:



                                     -289-

<PAGE>

         (i) the property described in clauses (1)-(4) below (regardless of
whether subject to the UCC or how classified thereunder) and all accounts,
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit
and investment property consisting of, arising from or relating to any of the
property described in clauses (1)-(4) below: (1) the Mortgage Loans identified
on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages,
security agreements, and title, hazard and other insurance policies, including
all Qualifying Substitute Mortgage Loans, all distributions with respect thereto
payable on and after the Cut-Off Date, and the Mortgage Files; (2) the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, including all property therein and all
income from the investment of funds therein (including any accrued discount
realized on liquidation of any investment purchased at a discount); (3) the
Kimball Lane Loan REMIC Regular Interest, the REMIC I Regular Interests and the
REMIC II Regular Interests; and (4) the Mortgage Loan Purchase Agreements that
are permitted to be assigned to the Trustee pursuant to Section 14 thereof;

         (ii) all accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit, investment property, and other rights arising from or
by virtue of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons with respect
to, all or any part of the collateral described in clause (i) above (including
any accrued discount realized on liquidation of any investment purchased at a
discount); and

     All cash and non-cash Proceeds (as defined in the Uniform Commercial Code)
of the collateral described in clauses (i) and (ii) above.

     The possession by the Trustee of the Mortgage Notes, the Mortgages and such
other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 8-301 and 9-315 thereof) as in force in
the relevant jurisdiction.

     Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

     The Depositor and, at the Depositor's direction, the Master Servicer and
the Trustee, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. The Master Servicer shall file, at the expense of the Trust as
an Additional Trust Expense all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in such property,
including without limitation (i) continuation statements, and


                                     -290-

<PAGE>

(ii) such other statements as may be occasioned by any transfer of any interest
of the Master Servicer or the Depositor in such property. In connection
herewith, the Trustee shall have all of the rights and remedies of a secured
party and creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.

     SECTION 13.13 RECORDATION OF AGREEMENT. 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, if any, shall be effected by the Master
Servicer at the expense of the Trust as an Additional Trust Expense, but only
upon direction of the Depositor accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders of the Trust.

     SECTION 13.14 RATING AGENCY MONITORING FEES. The parties hereto acknowledge
that on the Closing Date the Sellers will pay the ongoing monitoring fees of the
Rating Agencies relating to the rating of the Certificates that no monitoring
fees are payable subsequent to the Closing Date in respect of the rating of the
Certificates. The Master Servicer shall not be required to pay any such fees or
any fees charged for any Rating Agency Confirmation (except any confirmation
required under Section 8.22, Section 8.23 or in connection with a termination
and replacement of the Master Servicer following an Event of Default of the
Master Servicer).

     SECTION 13.15 ACKNOWLEDGEMENT BY PRIMARY SERVICERS. The Primary Servicers
agree, to the extent applicable to such Primary Servicer and the Mortgage Loans
serviced by such Primary Servicer, to be bound by the terms of Sections 5.1(g),
8.3, 8.4, 8.7, 8.10, 8.18, 8.25(d) and 8.26 of this Agreement.


                                     -291-
<PAGE>



     IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Fiscal Agent have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                        BEAR STEARNS COMMERCIAL MORTGAGE
                        SECURITIES INC.
                        as Depositor


                        By:_____________________________________________
                           Name:
                           Title:



                        WELLS FARGO BANK, NATIONAL
                        ASSOCIATION, as Master Servicer


                        By:_____________________________________________
                           Name:
                           Title:



                        ARCAP SERVICING, INC., as Special Servicer


                        By:_____________________________________________
                           Name:
                           Title:



                        LASALLE BANK NATIONAL ASSOCIATION, as Trustee


                        By:_____________________________________________
                           Name:
                           Title:



                        ABN AMRO BANK N.V., as Fiscal Agent


                        By:____________________________________________
                            Name:
                            Title:


                                     -292-
<PAGE>

                        By:_____________________________________________
                           Name:
                           Title:



                        WELLS FARGO BANK MINNESOTA,
                        NATIONAL ASSOCIATION, as Paying Agent and
                        Certificate Registrar


                        By:_____________________________________________
                           Name:
                           Title:



                        PRINCIPAL GLOBAL INVESTORS, LLC,
                        acting solely in its capacity as Primary  Servicer
                        with respect to the sections referred to in Section
                        13.15 of the Agreement


                        By:_____________________________________________
                            Name:
                            Title:


                        By:_____________________________________________
                           Name:
                           Title:



                        JOHN HANCOCK REAL ESTATE FINANCE
                        INC., acting solely in its capacity as Primary
                        Servicer with respect to the sections referred to in
                        Section 13.15 of the Agreement


                        By:_____________________________________________
                            Name:
                            Title:


                                     -293-





<PAGE>





STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )

                  On this __ day of October 2003, before me, a notary public in
and for said State, personally appeared _____________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Bear Stearns
Commercial Mortgage Securities Inc., and acknowledged to me that such
corporation executed the within instrument pursuant to its by-laws or a
resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                       ___________________________
                                              Notary Public


<PAGE>


STATE OF CALIFORNIA                         )
                                            )  ss.:
COUNTY OF SAN FRANCISCO                     )

                  On this ___ day of October 2003, before me, a notary public in
and for said State, personally appeared ____________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President of ___________________, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.



                                       ___________________________
                                              Notary Public






                                      -2-
<PAGE>


STATE OF                            )
                                    )  ss.:
COUNTY OF                           )

                  On the ______ day of October 2003, before me, a notary public
in and for said State, personally appeared ___________________ known to me to be
a of _______________, one of the entities that executed the within instrument,
and 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




                                      -3-
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of October 2003, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ____________, and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.



                                       ___________________________
                                              Notary Public





                                      -4-
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of October 2003, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of _______________,
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                       ___________________________
                                              Notary Public




                                      -5-
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of October 2003, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ________________
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                       ___________________________
                                              Notary Public




                                      -6-
<PAGE>



STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )






                  On this ___ day of October 2003, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of
___________________ and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.